SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

Subsequent to September 30, 2025, the Company issued 1,866,989 shares of the Series C-1 Preferred Stock offering that provided aggregate net proceeds of $33,491 from an entity affiliated with one of the Company’s board members. In connection with the issuance, the Company recorded a loss on the issuance of Preferred Stock of $24,067 as a result of the difference between the estimated fair value of the Series C-1 Preferred Stock as of the closing date and the purchase price per share.

On October 15, 2025, following the approval of the stockholders of the Company, and effective upon the consummation of the IPO, the Board adopted the BETA Technologies Omnibus Incentive Plan (the “2025 Plan”). The 2025 Plan provides for grants of (i) stock options, (ii) stock appreciation rights, (iii) restricted shares, (iv) performance awards, (v) other share-based awards and (vi) other cash-based awards to eligible employees, non-employee directors and consultants of the Company. The initial number of shares of common stock reserved for issuance under the 2025 Plan is 36,207,812 shares of Class A common stock. The total number of shares reserved for issuance under the 2025 Plan increases on January 1 of each of the first 10 calendar years during the term of the 2025 Plan by the lesser of: (i) a number of shares of our common stock equal to 5% of the total number of shares of the Company’s Class A common stock outstanding on December 31 of the preceding calendar year or (ii) a lesser number of shares of the Company’s Class A common stock as determined by the Board.

On October 15, 2025, following the approval of the stockholders of the Company, and effective upon the consummation of the IPO, the Board adopted the BETA Technologies, Inc. 2025 Employee Stock Purchase Plan (the “2025 ESPP”). The initial number of shares of Class A common stock which will be authorized for sale under the 2025 ESPP is 2,413,854 shares of Class A common stock. The 2025 ESPP is expected to be implemented during 2026.

On November 5, 2025, the Company completed its IPO of 34,330,882 shares of the Company’s Class A common stock at a price to the public of $34.00 per share for net proceeds of $1,103,327 after deducting underwriting discounts and commissions payable by the Company. See Note 1 “Nature of Operations and Liquidity”.

In addition, effective November 7, 2025, the Company’s Board granted awards of restricted stock units under the 2025 Plan to certain of the Company’s employees, contractors and advisors, representing an aggregate of approximately 1,640,769 shares of Class A common stock underlying the awards.