Bt Brands, INC. 8-K Filing

Ticker: BTBDW · Form: 8-K · Filed: Dec 1, 2025 · CIK: 1718224

Bt Brands, INC. 8-K Filing Summary
FieldDetail
CompanyBt Brands, INC. (BTBDW)
Form Type8-K
Filed DateDec 1, 2025
Pages13
Reading Time15 min
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by Bt Brands, INC. (ticker: BTBDW) to the SEC on Dec 1, 2025.

How long is this filing?

Bt Brands, INC.'s 8-K filing is 13 pages with approximately 3,796 words. Estimated reading time is 15 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 3,796 words · 15 min read · ~13 pages · Grade level 15.6 · Accepted 2025-12-01 09:29:02

Filing Documents

01 Other Events

Item 8.01 Other Events. As previously reported in our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2025, BT Brands, Inc. ( " BT Brands" ) entered into an Agreement and Plan of Merger (the " Merger Agreement ") among BT Brands, Aero Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (" Merger Sub "), and Aero Velocity Inc., a Delaware corporation (" Aero Velocity ", " Aero " or the " Company "). The Merger Agreement contemplates that prior to closing of the transactions contemplated thereby, BT Brands shall complete a restructuring pursuant to which it will form a wholly-owned Wyoming subsidiary (" BT Group "), to which it will transfer all of its assets and liabilities. It is then contemplated that BT Brands will distribute the shares of BT Group held by it to BT Brands' common stockholders (the " Spin-Off "). It is contemplated that in connection with the Spin-Off, BT Group would pursue a listing for its common stock. If deemed required under the Warrant Agreement governing BT Brands' outstanding public warrants, the exercise price of such warrants will be adjusted to reflect the value of the distribution of BT Group to BT Brands' common stockholders. BT Brands is filing this Current Report on Form 8-K to provide the following: A narrative discussion relating to the business of Aero as set both below; Audited abbreviated financial statements of Aero as of June 5, 2024 and December 31, 2023 and for the periods ended June 5, 2024 and the six months ended December 31, 2023 attached as Exhibit 99.1; Audited financial statements of Aero as of December 31, 2024 and for the period from June 6, 2024 to December 31, 2024 attached hereto as Exhibit 99.2; The historical unaudited financial statements of Aero Velocity, Inc. for the three and nine months ended September 30, 2025 and the related notes thereto attached hereto as Exhibit 99.3. Unaudited pro forma condensed combined financi

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 23.1 Consent of Boulay PLLP 23.2 Consent of Barton CPA PLLC 99.1 Audited 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 99.2 Audited 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, 99.3 The historical unaudited financial statements of Aero Velocity, Inc. for the three and nine months ended September 30, 2025 and the related notes thereto. 99.4 Unaudited 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. 99.5 Aero Velocity Inc. Corporate Investor Deck as of November 24, 2025. 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) 7

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BT BRANDS, INC. Dated: December 1, 2025 By: /s/ Gary Copperud Gary Copperud Chief Executive Officer 8

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