Announcement • May 08
Aero Velocity INC. cancelled the acquisition of BT Brands, Inc. (NasdaqCM:BTBD) in a reverse merger transaction. Aero Velocity INC. entered into a definitive merger agreement to acquire BT Brands, Inc. (NasdaqCM:BTBD) in a reverse merger transaction for $0.02 million on September 2, 2025. Upon the closing of the proposed transactions, Aero Velocity’s stockholders are expected to own approximately 89% of the combined company, and existing BT Brands stockholders are expected to own approximately 11% of the combined company. Upon the closing of the proposed transactions, the combined company is expected to be renamed “Aero Velocity Inc.” and trade on the Nasdaq Capital Market. Mark Hastings will serve as CEO of the combined company. In case of termination BT Brands will pay Aero Velocity $3.5 million.
The transaction has been unanimously approved by the board of directors of both companies and is subject to approvals by the stockholders of each company and other customary closing conditions, Effectiveness of registration statement, all approvals with any Governmental Authority, HSR act approval, employee agreements, listing approvals, Execution of ancillary agreements. The transaction is expected to close in the fourth quarter of 2025 or first quarter of 2026.
Maxim Group is serving as financial advisor and William P. Ruffa of Ruffa & Ruffa, P.C. is serving as legal counsel to BT Brands. Chardan Capital Markets is serving as financial advisor and Jeffrey M. Gallant and David Alan Miller of Graubard Miller is serving as legal counsel to Aero Velocity. Continental Stock Transfer & Trust Company acted as transfer agent to BT Brands.
Aero Velocity INC. cancelled the acquisition of BT Brands, Inc. (NasdaqCM:BTBD) in a reverse merger transaction on May 7, 2026. The merger agreement was terminated upon expiration of the contractual term set forth in the Merger Agreement, as the registration statement relating to the proposed transaction was required to be declared effective by the U.S. Securities and Exchange Commission by April 30, 2026. The termination was effected in accordance with the terms of the merger agreement. New Risk • Apr 29
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of American stocks, typically moving 16% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (16% average weekly change). Earnings have declined by 59% per year over the past 5 years. Minor Risk Market cap is less than US$100m (US$10.9m market cap). Reported Earnings • Apr 02
Full year 2025 earnings released: US$0.11 loss per share (vs US$0.37 loss in FY 2024) Full year 2025 results: US$0.11 loss per share (improved from US$0.37 loss in FY 2024). Revenue: US$13.5m (down 9.0% from FY 2024). Net loss: US$687.8k (loss narrowed 70% from FY 2024). Over the last 3 years on average, earnings per share has fallen by 27% per year but the company’s share price has only fallen by 9% per year, which means it has not declined as severely as earnings. 
