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BT Brands, Inc.

For the period ended Dec 1, 2025. Filed Dec 1, 2025.

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About this filing

A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Dec 1, 2025 · Filed Dec 1, 2025

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BTBD$1.56-1.9%Stored close · as of Nov 6, 2026
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Contents

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the anticipated timing of the consummation of the proposed transaction. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “may,” “will,” “would,” “could,” “should,” “estimates,” “predicts,” “potential,” “continues,” “target,” “outlook” and similar terms and expressions, but the absence of these words does not mean that the statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding Aero’s industry and market sizes, future opportunities for Aero, Aero’s estimated future results and the transactions contemplated by the Merger Agreement, including the implied enterprise value, the expected transaction and ownership structure and the likelihood and ability of the parties to successfully consummate the transactions contemplated by the Merger Agreement. Such forward-looking statements are based upon the current beliefs and expectations of Aero’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements. Actual results may differ significantly from management’s expectations due to various risks and uncertainties including, without limitation: (i) the risk that the proposed transaction may not be completed in a timely manner, or at all; (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including, without limitation, the receipt of shareholder approvals; (iii) unanticipated difficulties or expenditures relating to the proposed transaction; (iv) the effect of the announcement or pendency of the proposed transaction on the plans, business relationships, operating results and operations; (v) potential difficulties retaining employees, suppliers and customers as a result of the announcement and pendency of the proposed transaction; (vi) the response of employees, suppliers and customers to the announcement of the proposed transaction; (vii) risks related to diverting management’s attention from Aero’s ongoing business operations; and (viii) legal proceedings, including those that may be instituted against Aero, its board of directors, its executive officers or others following the announcement of the proposed transaction. Forward-looking statements regarding Aero reflect management of Aero’s good faith beliefs, assumptions and expectations but are not guarantees of future performance or events. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date hereof, except as may be required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description
23.1Consent of Boulay PLLP
23.2Consent of Barton CPA PLLC
99.1Audited abbreviated financial statements of Aero Velocity, Inc., a former business of Workhorse Group, Inc., including the statements of assets acquired and liabilities assumed as of June 5, 2024 and December 31, 2023, the related statements of revenues and direct expenses for the period from January 1, 2024 to June 5, 2024 and for the six months ended December 31, 2023, and the related notes to the abbreviated financial statements
99.2Audited balance sheet of Aero Velocity, Inc. as of December 31, 2024 and the related statements of operations, stockholders' deficit and cash flows for the period then ended,
99.3The historical unaudited financial statements of Aero Velocity, Inc. for the three and nine months ended September 30, 2025 and the related notes thereto.
99.4Unaudited pro forma condensed combined financial statements of BT Brands, Inc. and Aero Velocity Inc. and notes thereto present the unaudited pro forma condensed combined balance sheets as of September 30, 2025 and the unaudited pro forma condensed combined statements of operations as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024.
99.5Aero Velocity Inc. Corporate Investor Deck as of November 24, 2025.
104Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)
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