BETA Technologies, Inc.

•Research & Development, Burlington International Airport, South Burlington, VT – approximately 65,000 square feet of office space, electronic and motor labs, with a lease expiring in 2054.

•Maintenance and Training, Burlington International Airport, South Burlington, VT – approximately 25,000 square feet of hangar space to support flight training and operations, with a lease expiring in 2052.

•Flight Test, Plattsburgh International Airport, Plattsburgh, NY – approximately 87,000 square feet of hangar space including aircraft painting operations, flight test, motor testing and storage, with a lease expiring in 2030.

•Composite and Part Manufacturing, Williston, VT – approximately 61,000 square feet of manufacturing space, including composite, welding, machining and wood shops, additional paint facilities and industrial design labs, with a lease expiring in 2029.

•Battery Test, St. Albans, VT – approximately 40,000 square feet of space for battery testing appliances and infrastructure, with a lease expiring in 2032.

• Our future growth is dependent upon the market’s willingness to adopt electric aircraft and its supporting infrastructure, and the resulting impact of such market demand on our customers’ need for our aircraft and other offerings.
• Our customers’ and others’ perception of us and our reputation may be impacted by the broader industry and customers may not differentiate us from our competitors.
• If we are unable to keep up with advances in electric aircraft technology, we may suffer a decline in our competitive position.
• If we are unable to design, develop, market and sell new electric aircraft and services that address additional market opportunities, our business, results of operations, financial condition and prospects results will suffer.
• The aircraft market is highly competitive, and we may not be successful in competing in this industry. We currently face competition from traditional aerospace companies and recent market entrants and expect to face competition from others in the future.
• Demand in the electric and hybrid electric aviation (including VTOL) industry is highly volatile.
• Crashes, accidents or incidents of electric and hybrid aircraft, as well as accidents or incidents involving battery solutions, such as lithium-ion batteries, could have a material adverse effect on our business, results of operations, financial condition and prospects.
• We are subject to many hazards and operational risks that can disrupt our business, including interruptions or disruptions in service at our facilities, for which we may not be able to secure adequate insurance policies, or secure insurance policies at reasonable prices.
• We may become subject to product liability claims, which could harm our business, reputation, results of operations, liquidity, financial condition and prospects if we are not able to successfully defend or insure against such claims.
• We are highly dependent on the continued service and leadership of our founder, President and Chief Executive Officer and a member of our Board, Kyle Clark, and if we are unable to retain Mr. Clark, our ability to compete and overall performance could be harmed.
• Our future success depends on the continuing efforts of our key personnel and on our ability to attract and retain highly skilled personnel and senior management.
• Our business may be adversely affected by labor and union activities.
• We expect to conduct a portion of our business pursuant to U.S. government contracts, which are subject to unique risks.
• The U.S. government may modify or terminate one or more of our existing or future contracts.
• We may be unable to secure contracts or continue to grow our relationship with the U.S. government and the U.S. Military.
• Our ability to attract and retain a U.S. Military customer base and the related success of our defense program may be dependent upon our personnel obtaining and maintaining required security clearances for U.S. government classified work, as well as our ability to maintain our facility security clearance for the organization.
• We may be subject to risks associated with our strategic relationships.
• If conflicts arise between our collaborators or strategic partners and us, the other party may act in a manner adverse to us which could limit our ability to implement our strategies.
• We enter into aerospace commercial contracts, which are subject to unique risks, particularly with respect to contracts for our electric aircraft.
• Our current partnership with GE Aerospace and future strategic alliances could have an adverse effect on our financial condition and results of operations.
• We may not realize all expected sales.
• A loss of one or more of our significant customers, their inability to perform under their contracts, or their default in payment, could negatively impact our revenues, results of operations and cash flows.
• We depend on suppliers and service partners for raw materials and certain parts and components.
• We may be unable to seek, obtain, maintain, protect or enforce our intellectual property rights, or to otherwise defend our intellectual property rights from unauthorized access or use by third parties.
• Third parties may claim that we infringe, misappropriate or otherwise violate their intellectual property.
• Intellectual property rights do not necessarily address all potential threats.
• Interruption to, interference with, or failure of our complex information technology and communications systems could hurt our ability to effectively operate our business.
• We, along with our third-party service providers, vendors and suppliers, are at risk for cybersecurity-related attacks and cyber-incidents, which may adversely affect our business.
• We are subject to evolving privacy laws, which subjects us to a number of potential regulatory and reputational risks. We may face investigations, fines and sanctions as a result of our or our service providers’ actual or perceived failure to comply with the Privacy Laws and incur increased operational costs in order to ensure future compliance.
• Our use of AI technologies may adversely impact our business, reputation, financial condition and results of operations.
• Social media and mobile messaging platforms present risks and challenges to maintaining and enhancing our brand, and any damage to our reputation or information leakage could adversely impact our business.
• We are subject to risks associated with global climate change, including physical and transitional risks.
• Our aircraft utilization may be lower than expected due to weather and other factors.
• Our aircraft and chargers may require maintenance at frequencies or at costs which are unexpected.
• If we are unable to maintain adequate facilities and infrastructure, including securing access to key infrastructure, we may be unable to offer our aircraft and other products or charging services in a way that is useful to customers.
• Our ability to use net operating losses and other tax attributes to offset future taxable income may be subject to certain limitations.
• Changes in financial accounting standards may cause adverse unexpected fluctuations and affect our reported results of operations.
• Increasing scrutiny, regulatory requirements and changing expectations from various stakeholders with respect to sustainability and other environmental, social and governance matters may impose additional costs on us or expose us to reputational or other risks.
• We may in the future become subject to legal proceedings, which may be time-consuming and expensive and, if adversely determined, could delay, limit or prevent our ability to commercialize our aircraft or otherwise execute on our business plans.
• The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain additional executive management and qualified board members.
• Our management team has limited experience managing a public company.
• Risks Related to Laws and Regulations
• Failure to comply with applicable laws and regulations relating to the aerospace business in general and electric aircraft testing, certification and production specifically, could adversely affect our business, results of operations, financial condition and prospects.
• We are required to comply with a wide variety of laws and regulations, and are subject to regulation by various federal, state and foreign agencies, and our failure to comply with existing and future regulatory requirements could adversely affect our business, results of operations, financial condition and prospects.
• We may be unable to obtain relevant regulatory approvals for the commercialization of our aircraft, motors or subsystems, either in the United States or in foreign markets.
• We are subject to stringent U.S. export and import control laws and regulations, which may change. We may be unable to comply with these laws and regulations or U.S. government licensing policies, or to secure required authorizations in a timely manner.
• We could incur significant costs in complying with EHS laws and regulations and could be adversely affected by liabilities or obligations imposed under such laws and regulations.
• We are and will be subject to rapidly changing and increasingly restrictive Privacy Laws and other obligations relating to privacy, data protection and data security, which may be costly and difficult to comply with.
• We currently have subsidiaries located outside of the United States and plans for international operations in the future, which could subject us to political, operational and regulatory challenges.
• Changes in tax laws or regulations that are applied adversely to us may have a material adverse effect on our business, results of operations, cash flows or financial condition.
• Risks Related to Our Indebtedness
• The covenants in our credit agreement may restrict our operations, and failure to comply with the covenants in our credit agreement could adversely impact our business.
• We may not be able to generate sufficient cash to service all of our indebtedness or repay such indebtedness when due, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
• Risks Related to the Ownership of Our Class A Common Stock and Our Capital Structure
• We have listed the Class A common stock on the NYSE under the symbol “BETA.” The price of the Class A common stock may continue to fluctuate significantly, and stockholders could lose all or part of their investment.
• We are controlled by Kyle Clark, our Chief Executive Officer and a member of our Board, whose interests in our business may conflict with ours or yours.
• Certain of our directors and members of management may have interests that are different from, or in addition to, those of other stockholders.
• We are a “controlled company” within the meaning of the NYSE rules and, as a result, will qualify for, and rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.
• Our issuance of additional capital stock or other equity-related securities in connection with financings, acquisitions, investments, our 2025 Omnibus Incentive Plan or otherwise could dilute each stockholder’s ownership interest or adversely affect the market price of the Class A common stock.
• We do not intend to pay dividends and may never pay dividends.
• The multi-class structure of our common stock may adversely affect the trading market for the Class A common stock.
• Future sales of the Class A common stock in the public market could reduce the market price of the Class A common stock, and any additional capital raised by us through the sale of equity or convertible or exchangeable securities may dilute your ownership in us.
• Terms of subsequent financings may adversely impact stockholder equity.
• If securities analysts or industry analysts were to downgrade the Class A common stock, publish negative research or reports or fail to publish reports about our business, our competitive position could suffer, and the price and trading volume of the Class A common stock could decline.
• We are obligated to develop and maintain proper and effective internal control over financial reporting in order to comply with Section 404 of SOX. We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which could adversely affect investor confidence in our company and, as a result, the value of the Class A common stock.
• Taking advantage of the reduced disclosure requirements applicable to “emerging growth companies” may make the Class A common stock less attractive to investors.
• Provisions of our corporate governance documents could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management or members of our Board, even if beneficial to our stockholders.
• We may be subject to securities litigation, activist investors and short-selling campaigns, which are expensive and could divert management attention.