| Item 1. | |
| (a) | Name of issuer:
BETA Technologies, Inc. |
| (b) | Address of issuer's principal executive offices:
1150 Airport Drive, South Burlington, VT 05403 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being filed jointly by TPG GP A, LLC, a Delaware limited liability company ("TPG GP A"), James G. Coulter and Jon Winkelried (each, a "Reporting Person" and, together, the "Reporting Persons"), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act").
TPG GP A exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., a Delaware corporation, which is the sole member of TPG GPCo, LLC, a Delaware limited liability company, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group II, L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group I, L.P., a Delaware limited partnership, which is the sole member of TPG Rise Climate GenPar Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Rise Climate GenPar, L.P., a Delaware limited partnership, which is the sole member of TPG Rise Climate SPV GP, LLC, a Delaware limited liability company, which is the general partner of TPG Rise Belfry, L.P., a Delaware limited partnership ("TPG Rise Belfry"), which directly holds 16,395,435 shares of Class A Common Stock ("Class A Common Stock") of BETA Technologies, Inc. (the "Issuer").
Because of the relationship of TPG GP A to TPG Rise Belfry, TPG GP A may be deemed to beneficially own the shares of Class A Common Stock held by TPG Rise Belfry. TPG GP A is controlled by entities owned by Messrs. Coulter and Winkelried. Because of the relationship of Messrs. Coulter and Winkelried to TPG GP A, each of Messrs. Coulter and Winkelried may be deemed to beneficially own the shares of Class A Common Stock held by TPG Rise Belfry. Messrs. Coulter and Winkelried disclaim beneficial ownership of the securities held by TPG Rise Belfry except to the extent of their pecuniary interest therein. |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is as follows:
c/o TPG Inc.
301 Commerce Street, Suite 3300
Fort Worth, Texas 76102 |
| (c) | Citizenship:
See response to Item 4 of each of the cover pages. |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 |
| (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);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (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);
|
| (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).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page. |
| (b) | Percent of class:
See responses to Item 11 on each cover page. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
|
| | (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
|
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See response to Item 2(a) above. |
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(d)