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

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  o    No  x

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.

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 December 01, 2025, there were 220,528,649 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.

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 Take-Off and Landing 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 prospectus, dated November 3, 2025, filed with the Securities and Exchange Commission (the “SEC”) in accordance with Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”) on November 4, 2025 (File No. 333-290570) (the “Prospectus”), this Quarterly Report on Form 10-Q, and our subsequent filings with 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.

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 Prospectus and this Quarterly Report on Form 10-Q. 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 investors 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.

______________

(1)Includes related party amounts of $2,226 and $1,473 (accounts receivable) and $0 and $9,897 (prepaid expenses and other current assets) as of September 30, 2025, and December 31, 2024, respectively (see Note 14).

(2)Includes related party amounts of $1,011 and $400 (deferred revenue, current) and $8,545 and $3,497 (deferred revenue, non-current) as of September 30, 2025, and December 31, 2024, respectively (see Note 14).

(3)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 (see Note 1).

______________

(1)Includes related party amounts of $0 and $535 (product revenue) and $1,454 and $1,260 (service revenue) for the three months ended September 30, 2025 and 2024, respectively. Includes related party amounts of $0 and $1,059 (product revenue) and $5,064 and $3,805 (service revenue) for the nine months ended September 30, 2025 and 2024, respectively (see Note 14).

(2)Includes related party amounts of $0 and $(549) (general and administrative) for the three months ended September 30, 2025 and 2024, respectively. Includes related party amounts of $(140) and $(1,057) (general and administrative) for the nine months ended September 30, 2025 and 2024, respectively (see Note 14). See accompanying notes to consolidated financial statements.

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(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 (see Note 1).

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheet to the total of the amounts in the consolidated statements of cash flows (in thousands):

1.NATURE OF OPERATIONS AND LIQUIDITY

BETA Technologies, Inc. (“BETA” or the “Company”) designs, manufactures, and sells high-performance electric aircraft, advanced electric propulsion systems, charging systems and components. The Company specializes in the design, development, and manufacturing of electric aircraft, including advanced flight control and electric propulsion systems, with a focus on clean aviation technology. In addition, the Company manufactures and operates charge stations and infrastructure for charging electric aircraft. The charging systems provide the power needed to safely, quickly, and efficiently charge electric aircraft. The Company also maintains and provides access to simulators for its customers and partners to understand the capabilities of the aircraft.

On November 5, 2025, the Company completed its initial public offering (the “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, inclusive of the exercise in full by the underwriters to purchase from the Company 4,477,941 shares of Class A common stock. The Company received net proceeds from the IPO of approximately $1,103,327, after deducting approximately $63,922 in underwriting discounts and commissions. The Company’s Class A common stock trades on the New York Stock Exchange under the symbol “BETA.”

In connection with the IPO, all shares of the Company’s pre-IPO convertible preferred stock (“Preferred Stock”), including the acceleration of the related paid-in-kind (“PIK”) dividend, automatically converted into 147,806,862 shares of the Company’s pre-IPO common stock. In addition, the Company authorized a 6.3811681-for-1 forward stock split of the Company’s pre-IPO common stock and pre-IPO super voting common stock (the “Stock Split”) and the reclassification and exchange of the resulting stock into Class A common stock and Class B common stock. Following the IPO, no shares of Preferred Stock remained outstanding. All references in these consolidated financial statements to shares, share prices, exercise prices, and other per share information in all periods have been adjusted, on a retroactive basis, to reflect the Stock Split.

2.BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements included have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and as required by Form 10-Q. These condensed consolidated financial statements are unaudited and, in the opinion of management, reflect all normal recurring adjustments necessary to fairly present the financial position, results of operations, cash flows, and change in equity for the periods presented. Results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes as of and for the year ended December 31, 2024 included in the Prospectus. Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (the “ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (the “FASB”).

The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company expects to use the extended transition period for any other new or revised accounting standards during the period in which it remains an emerging growth company.

There have been no other changes to the Company’s significant accounting policies described in Note 2 “Summary of Significant Accounting Policies” to the consolidated financial statements and notes as of and for the year ended December 31, 2024 included in the Prospectus that have had a material impact on the condensed consolidated financial statements and related notes, other than those described below. Certain items in the prior year’s audited consolidated financial statements have been reclassified to conform to the current presentation.

Specific revenue from customers exceeding 10% of total revenues for the three and nine months ended September 30, 2025 and 2024 were as follows:

______________

Specific customer receivable balances in excess of 10% of total accounts receivable as of September 30, 2025 and December 31, 2024 were as follows:

______________

The Company capitalizes certain legal, professional accounting, and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds from the offering, either as a reduction of the carrying value of the Preferred Stock or in stockholders’ equity as a reduction of additional paid-in-capital generated as a result of the offering. The Company recorded $6,724 of deferred offering costs as of September 30, 2025 and there were no deferred offering costs as of December 31, 2024. As a result of the IPO, the Company recorded a reduction of the carrying value of the Class A common stock of $10,723 in November 2025.

As of the closings of Series C and Series C-1 Preferred Stock issued during the three months ended September 2025, the estimated fair value of the Preferred Stock ranged between $114.47 and $196.73 per share compared with the purchase price per share of $114.47. As a result, the Company recorded a non-cash loss of $355,551 to other expense to account for the difference between the amount of aggregate purchase price and the fair value of the shares issued as of the date of issuance. The estimated fair value of the Preferred Stock was prepared using the hybrid method, with one or more scenarios using the option pricing model (the “OPM”) to allocate the equity value to respective share classes. The valuation was based on numerous valuation factors, including, but not limited to economic factors, industry trends, and likelihood of achieving a liquidity event. These are level 3 inputs within the fair value hierarchy and require significant judgment or estimation.

The Company assesses joint development arrangements to determine whether they are in the scope of ASC 808 – Collaborative Arrangements (“ASC 808”). The Company evaluates whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on commercial success of the activities. This assessment is performed throughout the life of such arrangement with consideration given to the changes in the roles and responsibilities between the parties.

On September 3, 2025, the Company entered into a Strategic Collaboration Agreement and Joint Technology Development Agreement (together, the “GE Collaboration Agreements”) with General Electric Company, operating as GE Aerospace (“GE Aerospace”) within the scope of ASC 808 to research, develop, manufacture, test, market, sell, field, and support propulsion technologies for hybrid-electric applications, including turbogenerators for future sales to the commercial civilian aircraft market and government customers. Both parties provide engineering personnel, technical expertise, commercial resources, and support to carry out commitments under the GE Collaboration Agreements and are exposed to significant risks as both parties are responsible for its own costs during the development period. Furthermore, both parties participate on a joint development committee that directs the parties’ collaboration across aspects of development. Costs BETA incurs in connection with the GE Collaboration Agreements are recorded within research and development expense.

In connection with the GE Collaboration Agreements, on September 26, 2025, the Company issued warrants to purchase 2,552,467 shares of Class A common stock to GE Aerospace at a pre-split exercise price of $0.01 per share (the “GE Warrants”). The GE Warrants are exercisable upon vesting, and vest subject to the satisfaction of certain milestones, with any shares that remain unvested on the third anniversary of September 3, 2025 vesting on such date if the Company and GE Aerospace are continuing to work together under the GE Collaboration Agreements (or similar arrangements) as of such date. The aggregate grant date fair value of the warrants was $67,236. The estimated fair value of the common stock was prepared using the hybrid method, with one or more scenarios using the OPM to allocate the equity value to the GE Warrants. The valuation was based on numerous valuation factors, including, but not limited to economic factors, industry trends, and likelihood of achieving a liquidity event. These are level 3 inputs within the fair value hierarchy and require significant judgment or estimation. The Company recorded research and development expense of $308 related to the GE Warrants as of September 30, 2025.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new standard is effective for annual periods beginning after December 15, 2025, with early adoption permitted. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is still evaluating the effects of adopting this accounting standard on the condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income -Expense Disaggregation Disclosures (subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public entities to disclose in the notes to the consolidated financial statements, of specified information about certain costs and expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (subtopic 220-40): Disaggregation of Income Statement Expenses, Clarifying the Effective Date. ASU 2025-01 clarifies that the guidance in ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is still evaluating the effects of adopting this accounting standard on the condensed consolidated financial statements.

3.REVENUE RECOGNITION

The Company disaggregates revenue from contracts with customers by customer type, product, or service type, and geographic location, as the Company believes these categories best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

The Company’s revenues for customer type are as follows (in thousands):

The Company’s revenues for product or service type are as follows (in thousands):

The Company’s revenue was derived from sales to customers in the United States for the three months ended September 30, 2025 and 2024 of $8,667 and $3,066 and the nine months ended September 30, 2025 and 2024 of $24,232 and $10,655, respectively. The Company generated $251 of revenue from international customers for the three and nine months ended September 30, 2025 and there was no revenue generated from international customers for the three and nine months ended September 30, 2024.

The following table provides information about contract liabilities from contracts with customers (in thousands):

Contract liabilities increased during the nine months ended September 30, 2025, primarily due to payments received in excess of revenue recognized on performance obligations. During the nine months ended September 30, 2025 and 2024, the Company recognized $5,854 and $453 of our contract liabilities as of December 31, 2024 and December 31, 2023, respectively, as revenue. Contract liabilities, current includes $1,000 of customer deposits as of September 30, 2025 and no customer deposits as of December 31, 2024. Contract liabilities, non-current includes $3,885 and $2,660 of customer deposits as of September 30, 2025 and December 31, 2024, respectively. During the three and nine months ended September 30, 2025 and 2024, the Company also entered into agreements for aircraft sales pre- and post-certification, with options for pre-certified aircraft that have not been executed. These agreements have no associated revenues or cost of sales for the three and nine months ended September 30, 2025 and 2024.

Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized. As of September 30, 2025, the Company’s remaining performance obligations were $18,679. The Company currently expects to recognize approximately $10,058 of the remaining performance obligations as revenue over the next 12 months and the remaining to be recognized thereafter.

4.PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following (in thousands):

Depreciation expense for the three months ended September 30, 2025 and 2024 was $5,794 and $3,888, respectively. Depreciation expense for the nine months ended September 30, 2025 and 2024 was $16,314 and $11,313, respectively.

As of September 30, 2025 and December 31, 2024, the Company had assets held for sale of $0 and $852 included within prepaid expenses and other current assets, respectively. During the three months ended September 30, 2025 and 2024, the Company disposed $1,296 and $352 of property and equipment, net, respectively. During the nine months ended September 30, 2025 and 2024, the Company disposed $3,769 and $971 of property and equipment, net, respectively.

5.NOTES PAYABLE

On December 13, 2023, the Company entered into a credit agreement with the Export-Import Bank of the United States (“Ex-Im”) (such agreement, the “Ex-Im Credit Agreement”). The Ex-Im Credit Agreement provides a $170,103 direct loan facility (the “Ex-Im Credit Facility”), which the Company drew $170,103 as of September 30, 2025 and December 31, 2024. Of the $170,103 in principal amount of borrowings made under the Ex-Im Credit Agreement, $151,250 can be used to finance the costs of construction of the Company’s production facility, with the remaining $18,853, or 12.46% of borrowings, used to finance the total exposure fees incurred under the agreement. The discount of $20,207 as of December 31, 2024 consists of the initial exposure fee and debt issuance costs. As of September 30, 2025 and December 31, 2024, exposure fees were $18,853 and debt issuance costs were $1,354, which are amortized to interest expense on an effective interest rate basis over the term of the Ex-Im Credit Agreement.

Borrowings under the Ex-Im Credit Agreement bear interest at a fixed rate per annum of 5.52%, payable quarterly in arrears. The effective per annum interest rate on the Company’s outstanding borrowings under the Ex-Im Credit Agreement, which takes into account timing and amount of borrowings and payments, exposure fees, and debt issuance costs, is 7.32%. Borrowings under the Ex-Im Credit Agreement are required to be repaid in 54 quarterly installments, commencing on September 20, 2025, with a maturity date of December 20, 2038. The Ex-Im Credit Agreement is secured by first-priority liens on the production facility of our aircraft manufacturing campus located in South Burlington, Vermont (the “Final Assembly Facility”).

In addition, the Ex-Im Credit Agreement contains covenants that limit, among other things, the Company’s ability to sell assets, participate in mergers and acquisitions, and grant liens on certain assets.

As of September 30, 2025, the Company recognized $32,505 in notes payable, non-current, as a result of a sale-leaseback transaction. See Note 6 “Leases”.

Notes payable consisted of the following (in thousands):

The Company’s Ex-Im Credit Agreement is recorded on an amortized cost basis and has a fair value of $153,913 and $157,043 as of September 30, 2025 and December 31, 2024, respectively. The fair value of the Ex-Im Credit Agreement is based on quoted prices in similar markets, which is a Level 2 input within the fair value hierarchy.

6.LEASES

The Company’s lease arrangements consist of facility, vehicle, aircraft, and equipment leases, as well as other short-term leases for storage and office space.

In July 2025, the Company entered into a sale-leaseback transaction with a related party for two of its buildings with an initial leaseback term of 29 years. The sale-leaseback transaction was evaluated under the sale and leaseback guidance in ASC 842-40, Leases – Sale and Leaseback Transactions. Due to the Company obtaining the ability to direct the use of and substantially all the benefits from the underlying assets, the transaction was accounted for as a debt financing. As a result, the Company continues to reflect the building in property and equipment, net, as if it were the legal owner, and continues to recognize depreciation expense over its estimated useful life. In July 2025, the Company recorded an initial financing liability of $32,658, net of transaction costs. As of September 30, 2025, the Company recognized $32,505 in notes payable, non-current. The Company will not recognize rent expense related to the leased assets. Instead, monthly rent payments are recorded as interest expense and a reduction of the outstanding liability. For the three and nine months ended September 30, 2025, payments of $701 representing interest expense were made under the financing.

There have been no other material changes to the Company’s leases during the three and nine months ended September 30, 2025.

7.COMMITMENTS AND CONTINGENCIES

On May 25, 2021, the Company exercised its right to buy shares back from a former employee of the Company, to be paid over five years. In accordance with the fair value of the shares determined by the Company, as of September 30, 2025 and December 31, 2024, the Company’s remaining liability for the share buy-back was $228 and $913, respectively.

At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to its legal proceedings. As of September 30, 2025, the Company was not aware of any material existing, pending, or threatened legal actions against the Company.

As permitted under Delaware law, the Company indemnifies its officers, directors, and employees for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The term of the indemnification is for the officer’s or director’s lifetime. Further, in the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date however, the Company has not incurred any material costs as a result of such indemnifications nor experienced any losses related to them. As of September 30, 2025, the Company was not aware of any claims under indemnification arrangements and does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible; therefore, no related reserves were established.

8.CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

As of September 30, 2025 and December 31, 2024, the Company had 239,813,390 and 223,340,884 shares of common stock authorized and 37,578,571 and 37,040,639 shares of common stock issued and outstanding, respectively. Each holder of the Company’s common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors.

During 2021, the Company authorized and issued 8,501,484 shares of super voting common stock, which remained outstanding as of September 30, 2025. The holder of the Company’s super voting common stock, the Company’s Chief Executive Officer, is entitled to forty votes for each share on all matters submitted to a vote of the stockholders, including the election of directors. Each share of super voting common stock is convertible into one share of common stock at any time.

The size of the board of directors cannot be changed without the consent of the individual owning the shares of super voting common stock. The individual also retains the right to designate a majority of the board. As of September 30, 2025, two board members are designated by specific holders of the Preferred Stock. The election of the remaining minority board members is submitted to a vote of the stockholders.

The Company’s certificate of incorporation, as amended, designates and authorizes the Company to issue 141,365,814 shares of Preferred Stock, of which 32,039,539 shares are designated as Series A Preferred Stock, 3,064,920 shares are designated as Series A-1 Preferred Stock, 10,110,916 shares are designated as Series A-2 Preferred Stock, 10,873,242 shares are designated as Series A-3 Preferred Stock, 30,925,502 shares are designated as Series B Preferred Stock, 26,479,034 shares are designated as Series C Preferred Stock and 27,872,661 are designated as Series C-1 Preferred Stock.

For the three months ended September 30, 2025, the Company issued 3,978,505 shares of previously authorized Series C Preferred Stock and expanded the shares authorized and issued pursuant to the Series C Preferred Stock offering by 4,235,947 shares that provided aggregate net proceeds of $147,357. The participants of the Series C Preferred Stock offering consisted of new and previous investors, including board members and their associated companies, and certain members of management.

In September 2025, the Company entered into a Series C-1 Preferred Stock purchase agreement. Through September 30, 2025, the Company issued 16,723,599 shares of Series C-1 Preferred Stock to GE Aerospace for total proceeds of $300,000. The Company issued an additional 6,821,852 shares of Series C-1 Preferred Stock for aggregate net proceeds of $122,375 to new and previous investors, including board members and their associated companies.

For the three months ended September 30, 2025, the Company declared a PIK dividend for the Series B, Series C, and Series C-1 Preferred Stock of $7,467, $6,661, and $468, respectively. For the three months ended September 30, 2024, the Company declared a PIK dividend for the Series B Preferred Stock of $7,035.

For the nine months ended September 30, 2025, the Company declared a PIK dividend for the Series B, Series C, and Series C-1 Preferred Stock of $22,071, $16,597, and $468, respectively. For the nine months ended September 30, 2024, the Company declared a PIK dividend for the Series B Preferred Stock of $19,987.

9.STOCK BASED COMPENSATION

The amounts of stock based compensation expense recorded is as follows (in thousands):

During the nine months ended September 30, 2025, the Company approved modifications to certain incentive stock option awards in connection with the termination of service of an employee. These modifications resulted in an extension of the post-termination exercise period for vested awards and a change of vesting conditions for unvested awards. As a result of these modifications, the Company recorded additional stock based compensation of $3,799 during the nine months ended September 30, 2025.

As of September 30, 2025 and December 31, 2024, the total number of shares of common stock that may be issued under the 2018 Plan was 25,084,129, of which 1,298,491 and 4,598,168, respectively, remained available for future grant.

10.INCOME TAXES

During the three months ended September 30, 2025 and 2024, the Company recorded $253 and $191 of tax expense. During the nine months ended September 30, 2025 and 2024, the Company recorded $580 and $246 of tax expense. For the three and nine months ended September 30, 2025 and 2024, the provision for income taxes differed from the United States federal statutory rate primarily due to the change in jurisdictional mix of earnings.

11.NET LOSS PER SHARE

Net loss per share basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts):

As of September 30, 2025, the Company’s Series B, Series C, and Series C-1 preferred stockholders were entitled to cumulative dividends based on their stated value. As such, the Company calculates its net loss attributable to common stockholders by adjusting its net loss for the aggregate cumulative dividends that had accrued since the original issuance dates in the period in which the preferred stockholders became legally entitled to such dividends.

The Company’s potentially dilutive securities, which include preferred stock, warrants and stock options, have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:

12.SEGMENT REPORTING

The Company has one operating and reportable segment – Development and Manufacturing Electric Aircrafts. The Company determined its reportable segment using the management approach based on how the chief operating decision maker (the “CODM”) evaluates the business. Substantially all Company’s fixed assets are located in the United States and all of the Company’s revenue is generated in the United States. The Company’s foreign operations consist of expenses associated with engineering and related supporting administrative services.

The Company’s CODM is its Chief Executive Officer. As the Company has a single reportable segment and is managed on a consolidated basis, the measure of segment profit or loss is consolidated net loss as reported in the consolidated statements of operations and comprehensive loss. The CODM reviews the financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM does not use any segment asset measures to assess performance and decide how to allocate resources. The Company does not have intra-entity sales or transfers.

The Company’s reportable segment information is as follows (in thousands):

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(1)Other segment items are comprised of the loss on issuance of convertible preferred stock, interest income/expense and income taxes.

13.GOVERNMENT ASSISTANCE

As a result of government assistance received under the Company’s agreements with Advanced Regenerative Manufacturing Institute, Inc. (“ARMI”) and Michigan Department of Transportation, incorporated by reference to “2023 Agreement,” “2024 Agreement,” and “MDOT” in the Prospectus, the Company recorded reductions within the following accounts for proceeds received from government assistance programs (in thousands):

14.RELATED PARTY TRANSACTIONS

The Company generates revenues and expenses from transactions with related parties, primarily through the Company’s relationship with United Therapeutics Corporation, ARMI, and GE Aerospace, who have executives that are also on the Company’s Board of Directors. These amounts are disclosed within the Company’s unaudited condensed consolidated balance sheets and condensed consolidated statements of operations and comprehensive loss.

Additionally, the Company enters into certain transactions with members of management for the lease of aircraft and property for use within the business. The aggregate expenses are not material and are included with general and administrative expenses for the three and nine months ended September 30, 2025 and 2024, respectively.

In July 2025, the Company entered into a sale-leaseback transaction for two of its buildings with an associated company of a board member. The Company received $32,658 in net proceeds from the sale with an initial leaseback term of 29 years. See Note 6 “Leases” for additional information on the sale-leaseback transaction.

During the three months ended September 30, 2025, as part of the Series C financing, 5,397,160 shares of Series C Preferred Stock were purchased by certain of the Company’s directors, their associated companies, and certain members of management. During the nine months ended September 30, 2025, as part of the Series C financing, 5,388,801 shares of Series C Preferred Stock were purchased by certain of the Company’s directors, their associated companies, and certain members of management.

During the three and nine months ended September 30, 2025, as part of the Series C-1 financing, 668,261 shares of Series C-1 Preferred Stock were purchased by certain of the Company’s board members and their associated companies, exclusive of GE Aerospace.

On September 3, 2025, the Company entered into a Series C-1 Preferred Stock purchase agreement. On September 26, 2025, the Company issued 16,723,599 shares of Series C-1 Preferred Stock to GE Aerospace for total proceeds of $300,000 in connection with the initial closing of the Series C-1 Preferred Stock financing. The Company recorded a non-cash loss on the issuance of Preferred Stock of $215,585 in connection with this transaction during the three and nine months ended September 30, 2025. As a result of the transaction, GE Aerospace received the right to designate one member to the Company’s Board. Additionally, on September 3, 2025, the Company entered into the GE Collaboration Agreements to advance hybrid-electric propulsion for next-generation aircraft for a term of 10 years. In connection with these agreements, on September 26, 2025, the Company issued warrants to GE Aerospace to purchase 2,552,467 shares of the Company’s Class A common stock. The GE Warrants are exercisable upon vesting, and vest subject to the satisfaction of certain milestones, with any warrants that remain unvested on the third anniversary of September 3, 2025 become vested on such date if the Company and GE Aerospace are continuing to work together under the GE Collaboration Agreements (or a similar arrangement). The Company recorded research and development expense of $308 in connection with the GE Collaboration Agreements during the three and nine months ended September 30, 2025.

15.PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following (in thousands):

16.ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (in thousands):

17.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.

We are redefining the aerospace industry. We have developed an electric aircraft platform and propulsion systems that are positioned to transform the aviation industry forward into a new phase of growth. We design, manufacture, and sell high-performance electric aircraft, advanced electric propulsion systems, charging systems, and components. Further, we have invested in the underlying infrastructure of this breakthrough technology, which is critical to bringing electric aviation to life. We believe we have developed a differentiated presence in North America and are well positioned to expand globally.

Our company was purpose-built to capture the significant, untapped market opportunity in sustainable, reliable and efficient electric aviation.

Vertical integration allows us to innovate rapidly and capture meaningful economic value throughout an aircraft’s lifetime, by providing batteries and aftermarket services for BETA aircraft and other customers. Our focus is on the enabling technologies essential to electric aviation, including motors, inverters, batteries, flight controls, charging systems, and a nationwide electric charging network (“Enabling Technologies”). With proprietary control over these core technologies, we offer customers a complete platform to support their adoption of electric aircraft to enable both existing and new missions. This multilayered approach provides us with recurring, high margin opportunities.

We are developing highly scalable technologies that can be tailored to and deployed for cost-effective and safe missions across cargo and logistics, medical, defense and passenger end markets. Our simplified approach to designing electric aircraft allows us to service a variety of end markets and mission types leveraging the same core technologies. The portability of our technologies and systems across various aircraft also unlocks flexibility to innovate on future generations of aircraft.

On November 5, 2025, we completed our IPO, in which we issued and sold an aggregate of 34,330,882 shares of our Class A common stock at a price to the public of $34.00 per share, inclusive of the exercise in full by the underwriters to purchase from the Company 4,477,941 shares of Class A common stock. We received net proceeds from the IPO of approximately $1,103 million after deducting the underwriting discounts and commissions payable by us.

On October 15, 2025, we completed an additional sale and issuance of 1,866,989 shares of our Series C-1 Preferred Stock to an entity affiliated with a board member of the Company, for proceeds of $33.5 million.

Components of Results of Operations

We use a variety of financial metrics to assess the performance of our operations, including: revenues; cost of revenues; research and development expenses; and general and administrative expenses.

Our product revenue is primarily generated from the sale of tangible products such as ground support equipment (“GSE”) and Enabling Technologies for our aircraft. Our service revenue is primarily generated from engineering, consulting and other service arrangements for our customers. Service revenue also includes revenue associated with usage and priority access from our charge stations.

Cost of product revenues and service revenues may include the direct cost of materials, labor, subcontractors, depreciation, and overhead costs (where allowable) depending on the nature of the agreement. Included within cost of product revenues are purchases made directly for contractual performance obligations primarily recognized over time, and as such no inventories are recorded in the consolidated balance sheet.

We have invested in research and development for our electric aircraft, electric propulsion systems and charging solutions and network. We have also invested in critical components of our enabling technology including batteries, motors and flight computers. We manage our expenses based on several factors, including industry conditions and expected demand for our services.

Research and development expenses consist primarily of personnel expenses, including salaries, benefits, and stock based compensation, expense related to the GE Warrants, costs of consulting, equipment and materials, temporary tooling, depreciation and amortization associated with long-lived assets, and certain overhead expenses, including rent, information technology costs and utilities. Research and development expenses are partially offset by tax credits for scientific research and development from the Revenue Authority of Canada and Revenu Québec, the provincial revenue authority of the Canadian province of Québec, and payments we receive in the form of government grants.

General and administrative expenses consist of personnel expenses, including salaries, benefits, and stock based compensation, related to executive management, finance, legal, and human resource functions and other general corporate expenses, including rent, depreciation and amortization associated with long-lived assets, information technology costs, and utilities. General and administrative expenses are partially offset by payments we received in the form of government grants and other reimbursement agreements, including our agreement with the ARMI in which we are reimbursed for certain expenses incurred.

Other (expense) income consists of interest expense, interest income, and loss on issuance of convertible preferred stock. Interest expense consists primarily of interest on outstanding long-term debt under our Ex-Im Credit Facility and amortization of the associated deferred financing fees, and interest on our sale-leaseback transaction. Interest income consists of interest earned on cash and cash equivalent balances. The loss on issuance of convertible preferred stock relates to the difference between the fair value and aggregate proceeds received from the issuance of Series C and C-1 Preferred Stock.

Our provision for income taxes consists of an estimate of federal, state, and foreign income taxes based on enacted federal, state, and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in tax law. Due to the level of historical losses, we maintain a valuation allowance against U.S. federal and state deferred tax assets as it has been concluded it is more likely than not that these deferred tax assets will not be realized.

Comparison of Results for the Three and Nine Months Ended September 30, 2025 and 2024

The following table presents selected financial information for the periods presented (dollars in thousands):

*Percentage increase (decrease) is not meaningful

Product revenues increased by $2.1 million during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was attributable to new contracts with commercial customers to deliver electronic propulsion motors, batteries, flight control systems and GSE totaling $2.9 million, offset by $0.8 million due to a non-recurring contract for the forward operating base (the “FOB”) completed in 2024, which did not repeat in 2025.

Service revenues increased by $3.7 million during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was attributable to new and ongoing contracts with commercial customers of $3.7 million related to engineering and consulting services to support our customers’ research and development activities, $0.3 million related to priority access to the Company’s charging stations, offset by a reduction of revenue of $0.3 million related to completion of a project for the U.S. government during 2024.

Product revenues increased by $6.6 million during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was attributable to new and ongoing contracts with commercial customers to deliver electronic propulsion motors, batteries, flight control systems, GSE totaling $7.7 million offset by $1.1 million due to a non-recurring contract for the FOB completed in 2024, which did not repeat in 2025.

Service revenues increased by $7.2 million, or 78%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was attributable to new and ongoing contracts with commercial customers of $4.1 million related to engineering and consulting services to support our customers’ research and development activities, $0.9 million related to priority access to the Company’s charging stations, and a net increase of $2.2 million from U.S. government customers during 2025.

Cost of product revenues increased by $1.0 million during the three months ended September 30, 2025 compared to the three months ended September 30, 2025 due to an increase in labor and material costs to fulfill contracts with commercial customers of $1.5 million, partially offset by a decrease in labor and material costs due to completion of the FOB during 2024 of $0.5 million.

Cost of service revenues increased by $0.6 million during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was attributable to an increase of $0.7 million in labor and material costs to fulfill contracts with commercial customers, partially offset by a decrease in labor and material costs of $0.1 million due to completion of service agreements with the U.S. government during 2024.

Cost of product revenues increased by $1.0 million, or 80%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 due to an increase in labor and material costs to fulfill contracts with commercial customers of $2.1 million, partially offset by a decrease in labor and material costs due to completion of the FOB during 2024 of $1.1 million.

Cost of service revenues increased by $1.4 million, or 67%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was attributable to an increase of $2.3 million in labor and material costs to fulfill contracts with commercial and U.S. government customers, partially offset by a decrease in labor and material costs of $0.9 million due to completion of service agreements with the U.S. government during 2024.

Product revenue gross margin increased by $1.1 million during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was attributable to increased product revenue of $2.1 million, offset by an increase of $1.0 million of cost of product revenue. Product revenue gross margin as a percentage of product revenue increased due to a more favorable mix of customer contracts during 2025.

Service revenue gross margin increased by $3.2 million during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was attributable to higher service revenue of $3.7 million, partially offset by an increase in cost of service revenue. Service revenue gross margin as a percentage of service revenue increased due to a more favorable mix of customer contracts during 2025.

Product revenue gross margin increased by $5.6 million during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was attributable to increased product revenue of $6.6 million as well as a more favorable mix of customer contracts during 2025.

Service revenue gross margin increased by $5.9 million, or 81%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was attributable to higher service revenue of $7.2 million, partially offset by an increase in cost of service revenue. Service revenue gross margin as a percentage of service revenue increased due to a more favorable mix of customer contracts during 2025.

Research and development expenses increased $2.3 million, or 4%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was attributable to continued spend related to the development, testing, certification, and prototype production of our electric aircraft. As part of these efforts, we incurred increased professional fees of $1.9 million, labor costs of $0.5 million, and depreciation expense of $1.1 million resulting from our investment in our production facility, offset by a decrease in expenses for parts, materials, and other expenses of $1.2 million based on timing of prototype production related purchases.

Research and development expenses increased $24.3 million, or 17%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was attributable to continued spend related to the development, testing, certification, and prototype production of our electric aircraft. As part of these efforts, we incurred increased expenses for parts and materials of $11.5 million, labor costs including stock based compensation of $7.5 million, depreciation and amortization of $4.2 million resulting from our investment in our production facility, and other expenses of $1.1 million.

General and administrative expenses increased $9.5 million, or 46%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was attributable to an increase in labor costs of $4.1 million due to increased headcount, and $2.4 million of professional fees, and $3.0 million of other administrative costs.

General and administrative expenses increased $28.8 million, or 50%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was attributable to increased stock based compensation expense of $6.7 million, salaries and benefits of $8.3 million due to increased headcount and bonus expense, $7.1 million of professional fees, and $6.7 million of other administrative costs.

Interest expense increased $0.6 million, or 19%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was attributable to the timing of the last borrowing under our Ex-Im Credit Facility which occurred during September 2024 and sale-leaseback transaction which occurred during July 2025.

Interest expense increased $0.7 million, or 8%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was attributable to the timing of the last borrowing under our Ex-Im Credit Facility which occurred during September 2024 and sale-leaseback transaction which occurred during July 2025.

Interest income increased $1.6 million for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024. The increase was primarily due to market fluctuation and the associated increase in our higher average cash and cash equivalents balances held in interest-earning accounts, comparatively.

Loss on issuance of convertible preferred stock is $355.6 million and $0 for the three and nine months ended September 30, 2025 and September 30, 2024 due to the difference between the fair value and aggregate proceeds received from the issuance of Series C and C-1 Preferred Stock in the three months ended September 30, 2025.

Income Tax Expense

Income tax expense increased by less than $0.1 million, or 32%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to an increase in the foreign provision on foreign earnings.

Income tax expense increased $0.3 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to an increase in the foreign provision on foreign earnings.

We define EBITDA as net loss, adjusted for interest income, interest expense, income tax expense, and depreciation and amortization. We define Adjusted EBITDA as EBITDA adjusted for loss on issuance of convertible preferred stock, stock based compensation expense, warrant expense, loss on disposal of property and equipment, and IPO readiness costs.

In addition to traditional financial metrics, we use EBITDA and Adjusted EBITDA to help us evaluate our business. We believe that these non-GAAP measures provide useful information to investors because they allow for greater transparency into what measures we use in operating our business and measuring our performance and enable comparison of financial trends and results between periods where items may vary independent of business performance. These non-GAAP measures are presented for supplemental informational purposes and should not be considered as substitutes for or superior to financial information presented in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude certain expenses that are required by GAAP to be recorded in our financial statements, and they are subject to inherent limitations as they reflect the exercise of judgment by our management about which expenses are excluded or included in determining these non-GAAP financial measures. Further, non-GAAP financial measures are not standardized. It may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. In addition, investors are encouraged to review our interim condensed consolidated financial statements and the notes thereto in their entirety and not to rely on any single financial measure.

A reconciliation between net loss, the most directly comparable GAAP financial measure, and the non-GAAP financial measures is as follows (in thousands):

(1) Represents legal and accounting related expenses incurred in connection with becoming a public company.

Liquidity and Capital Resources

We have incurred net losses and negative operating cash flows from operations since we were formed and began designing our electric aircraft in 2018, and we expect to continue to incur losses and negative operating cash flows for the foreseeable future until we successfully commence sustainable commercial operations. Historically, our primary sources of liquidity have been borrowings under our Ex-Im Credit Facility, equity financings, government funding and consideration from contracts with customers as well as the proceeds from our IPO and the sale-leaseback transaction. To date, our primary use of capital has been for contractual obligations and the development of our electric aircraft, GSE and Enabling Technologies.

As of September 30, 2025, we had cash and cash equivalents of $687.6 million. Until we generate sufficient operating cash flow to fully cover our operating expenses, working capital needs and planned capital expenditures, or if circumstances evolve differently than anticipated, we expect to utilize a combination of equity and debt financings to fund any future remaining capital needs. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities may have rights, preferences, and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of volatility that could impact the availability and cost of equity and debt financing. We can give no assurances that we will be able to secure such additional sources of funds to support our operations, or, if such funds are available to us, that such additional financing will be sufficient to meet our needs. See Note 1 “Nature of Operations and Liquidity” to the Company’s unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, audited annual consolidated financial statements included in the Prospectus, and “Risk factors—Our business plan requires a significant amount of capital. We expect to require additional future funding to support our operations and implementation of our growth plans and we may be unable to access the capital and credit markets or borrow on affordable terms to obtain additional capital that we may require” included in “Risk Factors” in the Prospectus.

Our principal uses of cash in recent periods were to fund our research and development activities, personnel cost and support services, including our battery, motor and charging services. Near-term cash requirements will also include spending on research and development of emerging technologies, strategic growth initiatives, including obtaining certifications and manufacturing our aircraft, commercial and go-to market infrastructure. We do not have material cash requirements related to current contractual obligations. As such, our cash requirements are highly dependent upon management’s decisions about the pace and focus of both our short and long-term spending.

Cash requirements can fluctuate based on business decisions that could accelerate or defer spending, including the timing or pace of certification, investments, infrastructure and production of electric aircraft, GSE and Enabling Technologies. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash or grants received from our customers or governmental entities, respectively, the expansion of sales and marketing activities, and the timing and extent of spending to support development efforts, including collaboration agreements.

Capital Expenditures

During the nine months ended September 30, 2025 and 2024, we used $24.4 million and $51.3 million in cash, respectively, to fund capital expenditures. We anticipate incurring additional capital expenditures during the remaining portion of the year ending December 31, 2025, primarily related to the purchase of aircraft, production tooling, facility improvements, and buildings.

The following table sets forth our cash flows for the periods indicated (in thousands):