bta-20260331

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 March 31, 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 May 07, 2026, there were 222,254,535 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.


		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’ E quity	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	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	23

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
Signatures		26


	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	1,589,398	$	1,710,227
Accounts receivable(1)	6,430		5,747
Prepaid expenses and other current assets(1)	24,993		23,494
Total current assets	1,620,821		1,739,468
Property and equipment, net	370,971		348,540
Operating lease right-of-use assets	17,836		16,417
Other non-current assets	3,474		1,840
Total assets	$	2,013,102	$	2,106,265
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	22,411	$	24,503
Accrued expenses	29,000		35,109
Payroll liabilities	8,817		3,334
Deferred revenue(2)	3,911		3,704
Operating lease liabilities	1,626		1,551
Notes payable	7,129		5,711
Other current liabilities	2,968		2,483
Total current liabilities	75,862		76,395
Deferred revenue, non-current(2)	13,230		12,550
Operating lease liabilities, non-current	18,184		16,838
Notes payable, non-current(3)	177,596		179,799
Other liabilities	2,975		2,847
Total liabilities	287,847		288,429
Commitments and contingencies (see Note 6)
Stockholders’ equity:
Preferred stock, $0.0001 par value Authorized - 50,000,000 shares Issued and outstanding - 0 shares as of March 31, 2026 and December 31, 2025	-		-
Class A Common stock, $0.0001 par value Authorized - 1,250,000,000 shares Issued and outstanding - 221,299,939 and 220,726,547 shares as of March 31, 2026 and December 31, 2025	22		22
Class B Common stock, $0.0001 par value Authorized - 10,000,000 shares Issued and outstanding - 8,501,484 shares as of March 31, 2026 and December 31, 2025	1		1
Additional paid-in capital	3,761,078		3,731,273
Accumulated deficit	(2,035,759)		(1,913,450)
Accumulated other comprehensive loss	(87)		(10)
Total stockholders’ equity	1,725,255		1,817,836
Total liabilities and stockholders’ equity	$	2,013,102	$	2,106,265


	Three Months Ended March 31,
	2026		2025
Revenues:
Product	$	963	$	2,488
Service(1)	9,170		7,111
	10,133		9,599
Cost of revenues:
Product	596		533
Service	3,705		1,205
	4,301		1,738
Gross margin:
Product	367		1,955
Service	5,465		5,906
	5,832		7,861
Operating expenses:
Research and development(2)	91,739		57,864
General and administrative(2)	47,050		28,014
Total operating expenses	138,789		85,878
Loss from operations	(132,957)		(78,017)
Other (income) expense:
Interest income	(14,481)		(2,697)
Interest expense(3)	3,617		2,860
Total other (income) expense	(10,864)		163
Loss before income taxes	(122,093)		(78,180)
Provision for income taxes	216		98
Net loss	(122,309)		(78,278)
Convertible preferred stock paid-in-kind dividend	-		12,164
Net loss attributable to common stockholders	$	(122,309)	$	(90,442)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.53)	$	(1.98)
Comprehensive loss:
Net loss	$	(122,309)	$	(78,278)
Foreign currency translation adjustments	(77)		(2)
Comprehensive loss	$	(122,386)	$	(78,280)


	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 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	-	-		229,511	-		750		-		-		750
Issuance of convertible Series C preferred stock, net of issuance costs	44,592	721		-	-		-		-		-		721
Convertible preferred stock paid-in-kind dividend	-	12,164		-	-		(8,057)		(4,107)		-		-
Stock-based compensation	-	-		-	-		7,307		-		-		7,307
Foreign currency translation adjustments	-	-		-	-		-		-		(2)		(2)
Net loss	-	-		-	-		-		(78,278)		-		(78,278)
Balance as of March 31, 2025	99,610,162	$	1,424,198	45,771,633	$	(5,887)	$	-	$	(1,051,661)	$	(209)	$	366,441
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	-	-		330,482	-		755		-		-		755
Issuance of common stock upon vesting of restricted stock	-	-		242,910	-		-		-		-		-
Stock-based compensation	-	-		-	-		23,416		-		-		23,416
Warrant expense	-	-		-	-		5,634		-		-		5,634
Foreign currency translation adjustments	-	-		-	-		-		-		(77)		(77)
Net loss	-	-		-	-		-		(122,309)		-		(122,309)
Balance as of March 31, 2026	-	$	-	229,801,423	$	23	$	3,761,078	$	(2,035,759)	$	(87)	$	1,725,255


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities
Net loss	$	(122,309)	$	(78,278)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	6,151		5,121
Loss on disposal of property and equipment	331		871
Stock-based compensation	23,416		7,307
Warrant expense	5,634		-
Non-cash interest expense	684		534
Other	119		117
Net changes in operating assets and liabilities	(9,386)		6,066
Net cash used in operating activities	(95,360)		(58,262)
Cash flows from investing activities
Purchases of property and equipment	(24,176)		(6,681)
Proceeds from sale of property and equipment	-		431
Net cash used in investing activities	(24,176)		(6,250)
Cash flows from financing activities
Proceeds from convertible Series C preferred stock	-		799
Payment of convertible Series C preferred stock issuance costs	(150)		(1,616)
Payment of other initial public offering issuance costs	(402)		-
Repayment of borrowings	(1,435)		(228)
Exercise of stock options	755		750
Principal payments on finance lease obligations	(16)		(15)
Net cash used in financing activities	(1,248)		(310)
Effect of currency translation on cash, cash equivalents and restricted cash	(41)		(1)
Decrease in cash, cash equivalents and restricted cash	(120,825)		(64,823)
Cash, cash equivalents and restricted cash at beginning of period	1,715,265		302,025
Cash, cash equivalents and restricted cash at end of period	$	1,594,440	$	237,202
Supplemental cash flow information
Cash paid for interest	2,952		2,326

Cash paid for operating leases	997		887
Non-cash investing and financing activities
Right-of-use assets recognized for new leases	1,932		4

Property and equipment recorded in accounts payable	13,016		5,467
Stock issuance costs recorded in accounts payable and accrued liabilities	195		9,212


	March 31, 2026		March 31, 2025
Cash and cash equivalents	$	1,589,398	$	236,572
Restricted cash included in:
Prepaid expenses and other current assets	4,576		164
Other assets	466		466
Total cash, cash equivalents and restricted cash	$	1,594,440	$	237,202


	March 31, 2026		December 31, 2025
Buildings, structures and charging network	$	211,448	$	209,556
Machinery and equipment	103,544		94,137
Leasehold and land improvements	34,546		33,667
Vehicles and aviation	26,674		26,512
Computer equipment and software	15,453		18,413
Construction in progress	39,711		20,580
	431,376		402,865
Accumulated depreciation	(60,405)		(54,325)
Property and equipment, net	$	370,971	$	348,540


	March 31, 2026	March 31, 2025
Series A convertible preferred stock	—	56,088,617
Series B convertible preferred stock	—	25,416,180
Series C convertible preferred stock	—	18,105,365
Warrants to purchase Class A common stock	2,552,467	—
Unvested restricted stock	4,232,979	—
Options to purchase Class A common stock	19,118,288	19,877,128
	25,903,734	119,487,290


	Three Months Ended March 31,				Increase (Decrease) ($)		Increase (Decrease) (%)
	2026		2025
Revenues:
Product	$	963	$	2,488	$	(1,525)	(61	%)
Service	9,170		7,111		2,059		29	%
	10,133		9,599		534		6	%
Cost of revenues:
Product	596		533		63		12	%
Service	3,705		1,205		2,500		*
	4,301		1,738		2,563		*
Gross margin:
Product	367		1,955		(1,588)		(81	%)
Service	5,465		5,906		(441)		(7	%)
	5,832		7,861		(2,029)		(26	%)
Operating expenses:
Research and development	91,739		57,864		33,875		59	%
General and administrative	47,050		28,014		19,036		68	%
Total operating expenses	138,789		85,878		52,911		62	%
Loss from operations	(132,957)		(78,017)		54,940		70	%
Other (income) expense:
Interest income	(14,481)		(2,697)		11,784		*
Interest expense	3,617		2,860		757		26	%
Total other (income) expense	(10,864)		163		11,027		*
Loss before income taxes	(122,093)		(78,180)		43,913		56	%
Provision for income taxes	216		98		118		*
Net loss	$	(122,309)	$	(78,278)	$	44,031	56	%


Exhibit Number						Description

3.1*						Sixth Amended and Restated Certificate of Incorporation of BETA Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on November 6, 2025).

3.2*						Second Amended and Restated Bylaws of BETA Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Company on November 6, 2025).


10.1**†						Form of Employee Perform ance-Based Restricted Stock Unit Grant Notice and Unit Agreement pursuant to the BETA Technologies, Inc. 2025 Omnibus Incentive Plan (Global Employee Form)

10.2**†						Form of Performance-Based Restricted Stock Unit Grant Notice and Unit Agreement pursuant to the BETA Technologies, Inc. 2025 Omnibus Incentive Plan (Co nsultant Form)

31.1**						Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a)

31.2**						Certification of Principal Financial Officer pursuant to Rule 13a-14(a)

32.1***						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350

32.2***						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101.INS						Inline XBRL Instance Document

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101).


	Three Months Ended March 31,
	2026	2025
Customer A	*	44%
Customer B	17%	15%
Customer C	*	17%
Customer D	62%	*
Customer E	*	14%


						BETA Technologies, Inc.

Date: May 12, 2026						/s/ Kyle Clark
						Kyle Clark President and Chief Executive Officer
Date: May 12, 2026						/s/ Herman Cueto
						Herman Cueto Chief Financial Officer

SEC Form 10-Q filed by Beta Technologies Inc.