BETA Technologies Inc-A 2025年度报告

FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025OR 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) Registrant’s telephone number, including area code: (802) 281-3623Securities registered pursuant to section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo 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 of1934 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 suchfiling requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growthcompany” 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 anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo As of June 30, 2025, the last business day of the registrant's most recently completed second fiscal quarter, there was no established public tradingmarket for the registrant’s equity securities. The registrant’s Class A common stock began trading on the New York Stock Exchange on November 3,2025. As of March4, 2026, there were 221,249,271 shares of Class A common stock, $0.0001 par value per share, and 8,501,484 shares of Class B commonstock, $0.0001 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement related to the 2026 Annual Meeting of Stockholders are incorporated by reference in Part III of thisAnnual Report on Form 10-K. This Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the close of thefiscal year covered by this report. Table of Contents Special Note Regarding Forward Looking Statements Part I Item 1BusinessItem 1ARisk FactorsItem 1BUnresolved Staff CommentsItem 1CCybersecurityItem 2PropertiesItem 3Legal ProceedingsItem 4Mine Safety Disclosures Part II Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities67Item 6[Reserved]69Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations69Item 7AQuantitative and Qualitative Disclosures About Market Risk79Item 8Financial Statements and Supplementary Data77Consolidated Balance Sheets78Consolidated Statements of Operations and Comprehensive Loss79Consolidated Statements of Stockholders' Equity and Convertible Preferred Stock80Consolidated Statements of Cash Flows81Notes to Consolidated Financial Statements82Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosures109Item 9AControls and Procedures109Item 9BOther Information109Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections109 Part III Item 10Directors, Executive Officers an