BETA Technologies Inc-A美股招股说明书(2025-11-04版)

BETA Technologies, Inc. ClassA Common Stock This is the initial public offering of ClassA common stock of BETA Technologies, Inc. We are offering 29,852,941 shares of our ClassA common stock, par value $0.0001 pershare (the “ClassA common stock”). Prior to this offering, there has been no public market for our ClassA common stock. The initial public offering price of our ClassA common stock is $34.00 per share. We have been approved to list our ClassA common stock on the New York Stock Exchange (“NYSE”) under the symbol “BETA.” Following this offering, we will have two series of authorized common stock, ClassA common stock and ClassB common stock, par value $0.0001 per share (the “ClassBcommon stock” and, together with the ClassA common stock, the “common stock”). The rights of the holders of ClassA common stock and ClassB common stock areidentical, except with respect to voting, conversion and transfer rights. Each share of ClassA common stock is entitled to one vote per share. Each share of ClassB commonstock is entitled to 40 votes per share and is convertible at any time, subject to the satisfaction of certain conditions as described herein, into one share of ClassA commonstock. Immediately following the completion of this offering, all outstanding shares of ClassB common stock will be beneficially owned by Kyle Clark (sometimes referred tohereinas the“Class B Common Stockholder”),our founder,President and Chief Executive Officer and a member of our Board.Accordingly,Mr.Clark will ownapproximately 7.2% of our outstanding capital stock and control approximately 62.6% of the voting power of our outstanding capital stock (assuming no exercise of theunderwriters’ option to purchase additional shares). As a result, Mr.Clark may have significant influence over the outcome of matters submitted to our stockholders forapproval, including the election of our directors and the approval of any change of control transaction. We will be a “controlled company” within the meaning of thecorporate governance standards of the NYSE, and therefore we are permitted to, and have elected not to comply with certain corporate governance requirements of theNYSE. Such corporate governance requirements include those that would otherwise require our board to establish a compensation committee and a nominating andcorporate governance committee, each comprised entirely of independent directors. See “Management—Controlled Company Exception” and “Security Ownership ofCertain Beneficial Owners and Management.” Certain accounts managed by AllianceBernstein L.P. on a discretionary basis (the “AB Accounts”), certain funds and accounts managed byBlackRock (“BlackRock”),Ellipse Holdings LLC, an entity affiliated with Chuck Davis, one of our directors (“Ellipse”), GE Aerospace (asdefined herein) and the Federated Hermes Kaufmann Funds(“Federated”) (each of the AB Accounts, BlackRock, Ellipse, GE Aerospace and Federated, collectively, the “cornerstone investors”) have, severally and not jointly,indicated an interest in purchasing up to an aggregate of $300 million of shares of our ClassA common stock in this offering. Each of Ellipse and GE Aerospace is an existinginvestor in the Company and the shares to be purchased by such investors will be subject to a lock-up agreement with the underwriters. The shares to be purchased by theAB Accounts, BlackRock and Federated will not be subject to a lock-up agreement with the underwriters. Because these indications of interest are not binding agreements orcommitments to purchase, the cornerstone investors may determine to purchase more, less or no shares in this offering or the underwriters may determine to sell more, lessor no shares to the cornerstone investors. The underwriters will receive (i)the same discount on any shares of ClassA common stock purchased by the AB Accounts,BlackRock and Federated as they will from any other shares of ClassA common stock sold to the public in this offering and (ii)a portion of the discount on any shares ofClass A common stock purchased by Ellipse or GE Aerospace as they will from any other shares of Class A common stock sold to the public in this offering. Initial public offering price We have granted the underwriters the option for a period of 30 days after the date of this prospectus to purchase up to 4,477,941 additional shares of our ClassA commonstock on the same terms and conditions set forth above. At our request, the underwriters have reserved up to 1,492,647 shares of our ClassA common stock, or 5% of the shares offered by this prospectus (excluding the additionalshares that the underwriters have an option to purchase), for sale at the initial public offering price through a directed share program to our current employees, includingmanagement and other individuals and entities as determined by certain of our authorized officers. For more information on our directed share program, see the sectiontitled “Underwriting—Directed Share Program.” The unde