SCHEDULE 13G/A: Statement of Beneficial Ownership by Certain Investors
Published on August 14, 2026
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | |
SCHEDULE 13G | |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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BETA TECHNOLOGIES, INC. (Name of Issuer) | |
CLASS A COMMON STOCK (Title of Class of Securities) | |
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06/15/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP Number(s): | 086921103 |
| 1 | Names of Reporting Persons
Charles A. Davis | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,522,133.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percent of class reflected in Row 9 is based upon an aggregate of 225,439,576 shares of Class A common stock outstanding as of August 6, 2026 as indicated in the Issuer's Quarterly Report on Form 10-Q filed August 12, 2026.
On June 15, 2026, Ellipse Holdings LLC distributed an aggregate of 1,235,982 shares of Class A common stock of the Issuer to certain of its members, without consideration, in accordance with their respective interests in Ellipse Holdings LLC, which distribution excluded Mr. Davis. Accordingly, the shares beneficially owned by Mr. Davis through Ellipse Holdings LLC (directly or indirectly through his voting and investment discretion) were reduced by the number of shares distributed.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
BETA TECHNOLOGIES, INC. | |
| (b) | Address of issuer's principal executive offices:
1150 AIRPORT DRIVE, SOUTH BURLINGTON, VT, USA, 05403 | |
| Item 2. | ||
| (a) | Name of person filing:
CHARLES A. DAVIS | |
| (b) | Address or principal business office or, if none, residence:
20 HORSENECK LANE, 2ND FLOOR, GREENWICH, CT 06830 | |
| (c) | Citizenship:
USA | |
| (d) | Title of class of securities:
CLASS A COMMON STOCK | |
| (e) | CUSIP No.:
086921103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Consists of shares of Class A common stock ("Shares") held as follows: (i) 111,670 Shares issuable pursuant to outstanding stock options held by the Reporting Person that are exercisable within 60 days of June 30, 2026 and (ii) 16,410,463 Shares directly held by Ellipse Holdings LLC. The Reporting Person is the President and CEO of Ellipse Holdings LLC and, therefore, may be deemed to directly or indirectly exercise voting and investment discretion over securities held by the foregoing entity, but the filing of this statement shall not be deemed an admission of beneficial ownership for purposes of Section 13(d) or 13(g) or for any other purpose.
On June 15, 2026, Ellipse Holdings LLC distributed an aggregate of 1,235,982 Shares to certain of its members, without consideration, in accordance with their respective interests in Ellipse Holdings LLC, which distribution excluded Mr. Davis. Accordingly, the Shares beneficially owned by Mr. Davis through Ellipse Holdings LLC (directly or indirectly through his voting and investment discretion) were reduced by the number of Shares distributed. | |
| (b) | Percent of class:
See response to row 11 on the cover page hereto. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See response to row 5 on the cover page hereto. | ||
| (ii) Shared power to vote or to direct the vote:
See response to row 6 on the cover page hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to row 7 on the cover page hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to row 8 on the cover page hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The information set forth in Item 4(a) is hereby incorporated by reference into this Item 6. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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