bta-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 001-42932

BETA Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)




Delaware						83-1276474

(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


1150 Airport Drive

South Burlington, Vermont						05403

(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (802) 281-3623

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001	BETA	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of August 6, 2026, there were 225,439,576 shares of Class A common stock, $0.0001 par value per share, and 8,501,484 shares of Class B common stock, $0.0001 par value per share, outstanding.

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		Page
	Special Note Regarding Forward-Looking Statements	1

PART I.	FINANCIAL INFORMATION (unaudited)
Item 1.	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss	4
	Condensed Consolidated Statements of Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	22
Item 4.	Controls and Procedures	22

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	24
Signatures		25

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Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of federal securities laws, which statements involve substantial risks and uncertainties. All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding the Company’s future financial position, business strategy, budgets, projected revenues, projected costs, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “plan,” “believe,” or “continue” or the negative of such terms or similar terminology. Important factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, the Company’s assumptions about:

•our ability to design, manufacture, and deliver our aircraft and other offerings to customers;

•our ability to obtain all required certifications, licenses, approvals, or authorizations from governmental authorities;

•our ability to achieve our business milestones for the commercialization of our aircraft and other offerings in a timely manner, or at all;

•the impact of competing products, services, or technologies or technological changes that result in reduced demand for our aircraft or other offerings, or in other adverse effects on the electric and hybrid electric aviation (including Vertical Takeoff and Landing (“VTOL”) aircraft) industry or our business;

•our ability to access the capital and credit markets or borrow on affordable terms to obtain additional capital that we may require;

•our ability to manage and grow our business effectively;

•risks associated with our defense program and our ability to secure and comply with existing or future contracts or otherwise grow our relationship with the U.S. Military and other U.S. governmental organizations;

•the potential for losses and adverse publicity stemming from any accidents or other incidents involving aircraft and, in particular, from accidents involving electric aircraft, or battery solutions, such as lithium-ion batteries;

•natural disasters, outbreaks, and pandemics, economic, social, weather, growth constraints, and regulatory conditions;

•our dependence on suppliers and service partners for raw materials and certain parts and components;

•threats of cybersecurity-related attacks and other cyber-incidents;

•our success in retaining or recruiting, or changes in, our officers or other key employees or our directors;

•our ability to address a wide variety of extensive and evolving laws and regulations with which we are, or may in the future be, required to comply;

•changes in tax laws or regulations that are applied adversely to us or challenges to our tax positions;

•claims and litigation that could ultimately be resolved against us;

•the cost of compliance with governmental regulations, evolving scrutiny, and changing expectations from global regulators and our stakeholders regarding our environmental, social, and governance practices and value proposition;

•costs incurred in complying with, or liabilities or obligations imposed under, environmental health and safety laws and regulations; and

•the other factors set forth in “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as supplemented by our subsequent filings with the Securities and Exchange Commission (the “SEC”).

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

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You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the Annual Report on Form 10-K for the year ended December 31, 2025 and elsewhere in this Quarterly Report on Form 10-Q, as well as any subsequent filings. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

As used in this Quarterly Report on Form 10-Q, unless otherwise stated or the context requires otherwise, references to “BETA,” the “Company,” “we,” “us,” and “our,” refer to BETA Technologies, Inc. and its consolidated subsidiaries.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BETA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(unaudited)


	June 30, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	1,479,470	$	1,710,227
Accounts receivable(1)	3,609		5,747
Prepaid expenses and other current assets(1)	20,545		23,494
Total current assets	1,503,624		1,739,468
Property and equipment, net	402,753		348,540
Operating lease right-of-use assets	20,675		16,417
Other assets	6,400		1,840
Total assets	$	1,933,452	$	2,106,265
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	22,808	$	24,503
Accrued expenses	43,606		35,109
Payroll liabilities	16,344		3,334
Deferred revenue(2)	7,015		3,704
Operating lease liabilities	1,859		1,551
Notes payable	8,547		5,711
Other current liabilities	3,728		2,483
Total current liabilities	103,907		76,395
Deferred revenue, non-current(2)	14,879		12,550
Operating lease liabilities, non-current	20,885		16,838
Notes payable, non-current(3)	175,405		179,799
Other liabilities	3,199		2,847
Total liabilities	318,275		288,429
Commitments and contingencies (see Note 7)
Stockholders’ equity:
Preferred stock, $0.0001 par value Authorized - 50,000,000 shares Issued and outstanding - 0 shares as of 2026 and 2025	-		-
Class A Common stock, $0.0001 par value Authorized - 1,250,000,000 shares Issued and outstanding - 225,344,422 and 220,726,547 shares as of 2026 and 2025	23		22
Class B Common stock, $0.0001 par value Authorized - 10,000,000 shares Issued and outstanding - 8,501,484 shares as of 2026 and 2025	1		1
Additional paid-in capital	3,799,864		3,731,273
Accumulated deficit	(2,184,512)		(1,913,450)
Accumulated other comprehensive loss	(199)		(10)
Total stockholders’ equity	1,615,177		1,817,836
Total liabilities and stockholders’ equity	$	1,933,452	$	2,106,265

______________

(1)Includes related party amounts of $1,336 and $2,202 (accounts receivable) and $0 and $2,802 (prepaid expenses and other current assets) as of June 30, 2026, and December 31, 2025, respectively (see Note 12).

(2)Includes related party amounts of $2,097 and $1,011 (deferred revenue) and $10,564 and $8,290 (deferred revenue, non-current) as of June 30, 2026, and December 31, 2025, respectively (see Note 12).

(3)Includes related party amounts of $32,879 and $32,626 as of June 30, 2026 and December 31, 2025, respectively (see Note 12).

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BETA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except per share amounts)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenues:
Product	$	3,280	$	2,544	$	4,243	$	5,032
Service(1)	11,378		3,422		20,548		10,533
	14,658		5,966		24,791		15,565
Cost of revenues:
Product	1,661		62		2,257		595
Service	4,976		1,128		8,681		2,333
	6,637		1,190		10,938		2,928
Gross margin:
Product	1,619		2,482		1,986		4,437
Service	6,402		2,294		11,867		8,200
	8,021		4,776		13,853		12,637
Operating expenses:
Research and development(2)	122,365		58,035		214,104		115,899
General and administrative(2)	43,774		26,061		90,824		54,075
Total operating expenses	166,139		84,096		304,928		169,974
Loss from operations	(158,118)		(79,320)		(291,075)		(157,337)
Other (income) expense:
Interest income	(13,293)		(2,023)		(27,774)		(4,720)
Interest expense(3)	3,661		2,890		7,278		5,750
Total other (income) expense	(9,632)		867		(20,496)		1,030
Loss before income taxes	(148,486)		(80,187)		(270,579)		(158,367)
Provision for income taxes	267		229		483		327
Net loss	(148,753)		(80,416)		(271,062)		(158,694)
Convertible preferred stock paid-in-kind dividend	-		12,376		-		24,540
Net loss attributable to common stockholders	$	(148,753)	$	(92,792)	$	(271,062)	$	(183,234)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.64)	$	(2.02)	$	(1.17)	$	(4.01)
Comprehensive loss:
Net loss	$	(148,753)	$	(80,416)	$	(271,062)	$	(158,694)
Foreign currency translation adjustments	(112)		226		(189)		224
Comprehensive loss	$	(148,865)	$	(80,190)	$	(271,251)	$	(158,470)

______________

(1)Includes related party amounts of $7,870 and $1,428 for the three months ended June 30, 2026 and 2025, respectively. Includes related party amounts of $15,869 and $3,610 for the six months ended June 30, 2026 and 2025, respectively (see Note 12).

(2)Includes related party amounts of $5,697 and $0 attributable to warrant expense (research and development) and $136 and $(37) (general and administrative) for the three months ended June 30, 2026 and 2025, respectively. Includes related party amounts of $11,331 and $0 attributable to warrant expense (research and development) and $223 and $(140) (general and administrative) for the six months ended June 30, 2026 and 2025, respectively (see Note 12).

(3)Includes related party amounts of $954 and $0 for the three months ended June 30, 2026 and 2025, respectively. Includes related party amounts of $1,655 and $0 for the six months ended June 30, 2026 and 2025, respectively (see Note 12).

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BETA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share amounts)

(unaudited)


	Convertible Preferred Stock (Series A, B, C and C-1)			Common Stock Including Class A, Class B, and Treasury Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares(1)	Amount		Shares(1)	Amount
Balance as of March 31, 2025	99,610,162	$	1,424,198	45,771,633	$	(5,887)	$	-	$	(1,051,661)	$	(209)	$	366,441
Issuance of common stock upon exercise of stock options	-	-		123,419	-		495		-		-		495
Issuance of convertible Series C preferred stock, net of issuance costs	125,415	2,159		-	-		-		-		-		2,159
Convertible preferred stock paid-in-kind dividend	-	12,376		-	-		(4,802)		(7,574)		-		-
Stock-based compensation	-	-		-	-		4,307		-		-		4,307
Foreign currency translation adjustments	-	-		-	-		-		-		226		226
Net loss	-	-		-	-		-		(80,416)		-		(80,416)
Balance as of June 30, 2025	99,735,577	1,438,733		45,895,052	$	(5,887)	$	-	$	(1,139,651)	$	17	$	293,212
Balance as of March 31, 2026	-	$	-	229,801,423	$	23	$	3,761,078	$	(2,035,759)	$	(87)	$	1,725,255
Issuance of common stock upon exercise of stock options	-	-		2,699,037	1		7,618		-		-		7,619
Issuance of common stock upon vesting of restricted stock	-	-		629,859	-		-		-		-		-
Stock-based compensation	-	-		-	-		14,674		-		-		14,674
Warrant expense	-	-		-	-		5,697		-		-		5,697
Issuance of Class A common stock in connection with asset acquisition	-	-		715,587	-		10,797		-		-		10,797
Foreign currency translation adjustments	-	-		-	-		-		-		(112)		(112)
Net loss	-	-		-	-		-		(148,753)		-		(148,753)
Balance as of June 30, 2026	-	-		233,845,906	$	24	$	3,799,864	$	(2,184,512)	$	(199)	$	1,615,177
Balance as of December 31, 2024	99,565,570	$	1,411,313	45,542,122	$	(5,887)	$	-	$	(969,276)	$	(207)	$	435,943
Issuance of common stock upon exercise of stock options	-	-		352,930	-		1,245		-		-		1,245
Issuance of convertible Series C preferred stock, net of issuance costs	170,007	2,880		-	-		-		-		-		2,880
Convertible preferred stock paid-in-kind dividend	-	24,540		-	-		(12,859)		(11,681)		-		-
Stock-based compensation	-	-		-	-		11,614		-		-		11,614
Foreign currency translation adjustments	-	-		-	-		-		-		224		224
Net loss	-	-		-	-		-		(158,694)		-		(158,694)
Balance as of June 30, 2025	99,735,577	1,438,733		45,895,052	$	(5,887)	$	-	$	(1,139,651)	$	17	$	293,212
Balance as of December 31, 2025	-	$	-	229,228,031	$	23	$	3,731,273	$	(1,913,450)	$	(10)	$	1,817,836
Issuance of common stock upon exercise of stock options	-	-		3,029,519	1		8,373		-		-		8,374
Issuance of common stock upon vesting of restricted stock	-	-		872,769	-		-		-		-		-
Stock-based compensation	-	-		-	-		38,090		-		-		38,090
Warrant expense	-	-		-	-		11,331		-		-		11,331
Issuance of Class A common stock in connection with asset acquisition	-	-		715,587	-		10,797		-		-		10,797
Foreign currency translation adjustments	-	-		-	-		-		-		(189)		(189)
Net loss	-	-		-	-		-		(271,062)		-		(271,062)
Balance as of June 30, 2026	-	-		233,845,906	$	24	$	3,799,864	$	(2,184,512)	$	(199)	$	1,615,177

______________

(1)Share amounts have been adjusted to reflect the 6.3811681-for-1 forward stock split that became effective on November 3, 2025 in connection with the initial public offering.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BETA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six Months Ended June 30,
	2026		2025
Cash flows from operating activities
Net loss	$	(271,062)	$	(158,694)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	12,473		10,520
Loss on disposal of property and equipment	5,742		1,541
Stock-based compensation	38,090		11,614
Acquired in-process research and development	10,797		-
Warrant expense	11,331		-
Non-cash interest expense	1,375		1,096
Other	320		458
Net changes in operating assets and liabilities	20,693		18,924
Net cash used in operating activities	(170,241)		(114,541)
Cash flows from investing activities
Purchases of property and equipment	(65,289)		(12,706)
Proceeds from sale of property and equipment	-		930
Net cash used in investing activities	(65,289)		(11,776)
Cash flows from financing activities
Proceeds from convertible Series C preferred stock	-		3,049
Payment of convertible Series C preferred stock issuance costs	(150)		(1,705)
Payment of other initial public offering issuance costs	(447)		-
Repayment of borrowings	(2,862)		(228)
Exercise of stock options	8,374		1,245
Principal payments on finance lease obligations