EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of BT Brands, Inc. of our report dated March 31, 2025, with respect to the consolidated financial statements of BT Brands, Inc. on Form 10-K for the year ended December 29, 2024. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ Boulay PLLP

Minneapolis, Minnesota

December 1, 2025

EXHIBIT 23.2

Certified Public Accountants and Advisors

A PCAOB Registered Firm

713-489-5635   bartoncpafirm.com  Cypress, Texas

Consent of Independent Registered Public Accounting Firm

We consent to the use, in this Registration Statement on Form S-3, of our report dated August 27, 2025, with respect to our audit of the financial statements of Aero Velocity, Inc. as of December 31, 2024 and to our report dated August 27, 2025, with respect to our audits of the abbreviated financial statements for the period from July 1, 2023 to December 31, 2023 as well as for the period from January 1, 2024 to June 5, 2024. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

Very truly yours,

Cypress, Texas

December 1, 2025

EXHIBIT 99.1 

AERO VELOCITY, INC.

ABBREVIATED FINANCIAL STATEMENTS

As of June 5, 2024 and December 31, 2023 and for the Period from January 1, 2024 and Ended June 5, 2024 and for the

Six Months Ended December 31, 2023

With Report of Independent Registered Public Accounting Firm

AERO VELOCITY, INC.

ABBREVIATED FINANCIAL STATEMENTS

For the Period Ended June 5, 2024 and the Six Months Ended December 31, 2023

TABLE OF CONTENTS

Certified Public Accountants and Advisors

A PCAOB Registered Firm

713-489-5635  bartoncpafirm.com Cypress, Texas

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of Management of Aero Velocity, Inc.

Opinion on the Financial Statements

We have audited the abbreviated financial statements of Aero Velocity, Inc, (the “Company”) a former business of Workhorse Group, Inc., which comprise 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 (collectively referred to as the “financial statements”). In our opinion, the accompanying financial statements present fairly, in all material respects, the assets acquired and liabilities assumed of the Company as of December 31, 2023 and June 5, 2024, and its revenues and direct expenses for the six months ended December 31, 2023 and the period from January 1, 2024 to June 5, 2024 in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Emphasis of Matter

As discussed in Note 2 to the financial statements, the financial statements have been prepared for the purposes of complying with the rules and regulations of the U.S. Securities and Exchange Commission and are not intended to be a complete presentation of the Business’ assets, liabilities, revenues and expenses, and cash flows. Our opinion is not modified with respect to this matter.

We have served as the Company’s auditor since 2024.

Cypress, Texas

August 27 2025

AERO VELOCITY, INC.

STATEMENT OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

The accompanying notes are an integral part of these abbreviated financial statements

AERO VELOCITY, INC.

STATEMENT OF REVENUES AND DIRECT EXPENSES

The accompanying notes are an integral part of these abbreviated financial statements

AERO VELOCITY, INC.

NOTES TO THE ABBREVIATED FINANCIAL STATEMENTS

1. Description of the Transaction

On June 6, 2024, the Aero Velocity, Inc. (“Aero” or “the Company”) entered into an agreement with Workhorse Group, Inc. (“Workhorse”) to purchase the assets of their drone business in exchange for 50% of operating cash flow for the first 12 months following the agreement. No cash was exchanged at the time of the agreement. The acquisition was accounted for as a business combination using the acquisition method in accordance with Accounting Standards Codification (ASC) 805, Business Combinations because the acquired assets met the definition of a business, which includes inputs, processes, and outputs capable of generating revenue.

Under this agreement, Aero is obligated to pay Workhorse 50% of Aero's operating cash flow for the 12-month period ending June 30, 2025. The payment is contingent upon the operating cash flow (defined as “revenue paid in cash minus operating expenses paid in cash” per the agreement) generated during this period and will be due in 2025 pending agreement of the calculation of operating cash flows between Aero. The Company has assessed this obligation and recognizes the potential financial impact in accordance with applicable accounting standards. At the date of the acquisition, the estimated fair value of the contingent liability was $0 as the projected operating cash flow is expected to be negative. The liability will continue to be remeasured at fair value at each reporting date, with changes recognized in earnings.

Description of the Business

The Company is a leading provider of advanced drone services, specializing in lidar and multispectral data acquisition for diverse industries. The Company serves as a trusted partner to its customers, leveraging its expertise in cutting- edge data capture and drone technology solutions developed through collaborations with industry innovators. Aero also provides comprehensive drone maintenance, repair, warranty, and fleet support services, drawing on over 10 years of experience in drone maintenance and manufacturing. The Company actively seeks industry partners to enhance service offerings and expand market reach, while also supporting drone fleet operators through tailored maintenance and operational services.

2. Summary of Significant Accounting Policies

A summary of the company’s significant accounting policies consistently applied in the preparation of the accompanying abbreviated financial statements follows:

Basis of Presentation – The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP). The Statements of Assets Acquired and Liabilities Assumed and Statements of Revenues and Direct Expenses are prepared for the sole purpose of complying with the rules and regulations of Rule 3-05 of Regulation S-X of the U.S. Securities and Exchange Commission and are not intended to be a complete presentation of the Company’s assets, liabilities, revenues and expenses.

The financial statements have been prepared in an abbreviated format as prior to the divestiture the business was treated as a product line of Workhorse and did not rise to the level of a reportable segment. Under US SEC Regulation S-X 3-05(e), the financial statements of an acquisition of net assets that constitutes a business can be prepared and audited as abbreviated financial statements if the business meets certain qualifying conditions as follows:

The Company meets these qualifying conditions and as a result, it is impracticable to prepare full financial statements as required by Regulation S-X. These abbreviated financial statements may not be indicative of what they would have been had the Company been an independent stand-alone entity, nor are they necessarily indicative of future results of the Company’s operations going forward due to the omission of various operating expenses. The Statements of Revenues and Direct Expenses do not include cost of revenues, corporate overhead expense, and interest expense for debt that is not assumed by the new Company given that financial statements of the Company under Workhorse including this information were not available and to include such costs would involve making assumptions. The Company has presented only payroll-related general and administrative expenses due to the unavailability of complete information required to allocate and present other components of general and administrative costs. These financial statements are not intended to present a full depiction of general and administrative expenses under U.S. GAAP and should be read with that limitation in mind.

Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the (i) estimates of future costs to complete customer contracts recognized over time, (ii) fair value of assets acquired, and (iii) fair value of contingent consideration related to the acquisition. Actual results could differ from those estimates.

Revenue – The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The determination of the timing of revenue recognition and the measurement of the transaction price involves judgments and estimates that may impact the amounts reported.

The Company recognizes revenue based on a five-step model when all of the following criteria have been met: (i) a contract with a customer exists, (ii) performance obligations have been identified, (iii) the price to the customer has been determined, (iv) the price to the customer has been allocated to the performance obligations, and (v) performance obligations are satisfied.

The performance obligations under service agreements generally are satisfied over time as the service is provided. Revenue under these contracts is recognized over time using an input measure of progress (typically based on acres scanned to date.)

Performance obligations for product sales are typically satisfied at a point in time. This occurs when control of the products is transferred to the customer, which generally is when title and risk of loss have passed to the customer.

Taxes Collected from Customers - In the course of doing business, the company collects taxes from customers, including but not limited to sales taxes. It is the company’s policy to record these taxes on a net basis in the statement of operations; therefore, the company does not include the taxes collected as a component of revenues.

Cost of Revenue – Cost of revenue primarily include direct and indirect materials, manufacturing overhead, and shipping and logistics costs.

General and Administrative Expenses – General and administrative expenses generally consist of payroll -related costs due to the unavailability of complete information required to allocate and present other components of general and administrative expenses.

Concentrations of Credit Risk – The Company has a limited number of customers. For the period from January 1, 2024 to June 5, 2024, two customers accounted for approximately 89% of total revenues, with individual customer concentrations of 46% and 43%, respectively. For the six months ended December 31, 2023, two customers accounted for approximately 86% of total revenues, with individual customer concentrations of 53% and 33%, respectively.

Commitments and Contingencies – From time to time, the Company may be subject to litigation and other claims in the normal course of business. As of June 5, 2024, the Company was not subject to any material commitments or contingencies, including legal proceedings, guarantees, environmental obligations, or other contractual commitments, that would require disclosure under U.S. GAAP, and no amounts have been accrued in the financial statements with respect to any matters.

Property and Equipment, net – The property and equipment balance presented herein has been adjusted to reflect only those property and equipment items that were acquired through the acquisition. Property and equipment not transferred as part of the transaction have been excluded from the presented balances. Accumulated depreciation has also been adjusted accordingly to reflect only the acquired assets.

Property and equipment is stated at cost, less accumulated depreciation. Depreciation is provided on the straight-line method over the assets’ estimated service lives. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lives of the respective leases or the services of the improvements. Expenditures for maintenance and repairs are charged to expense in the period in which they are incurred, and betterments are capitalized.

3. Property and Equipment, net

Property and equipment acquired consisted of the following (in thousands):

Depreciation expense for the period from January 1, 2024 to June 5, 2024 and for the six months ended December 31, 2023 was $33 thousand and $40 thousand, respectively.

4. Subsequent Events

The Company has evaluated the effects of events that have occurred through August 27, 2025, the date the abbreviated financials statements were available for issuance, and there have been no material events that would require recognition or disclosure in the abbreviated financial statements and the associated notes accompanying the abbreviated financial statements.

EXHIBIT 99.2

AERO VELOCITY, INC.

FINANCIAL STATEMENTS

As of December 31, 2024 and for the Period from June 6, 2024 to December 31, 2024

With Report of Independent Registered Independent Accounting Firm

AERO VELOCITY, INC.

FINANCIAL STATEMENTS

For the Period from June 6, 2024 to December 31, 2024

TABLE OF CONTENTS

Certified Public Accountants and Advisors

A PCAOB Registered Firm

713-489-5635  bartoncpafirm.com Cypress, Texas

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of Management of Aero Velocity, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Aero Velocity, Inc. (the “Company”) as of December 31, 2024, and the related statement of operations, stockholders’ deficit, and cash flows for the year then ended and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

Other Matters

Abbreviated financial statements

As discussed in Note 2 to the financial statements, the financial statements have been prepared for the purposes of complying with the rules and regulations of the U.S. Securities and Exchange Commission and are not intended to be a complete presentation of the Business’ assets, liabilities, revenues and expenses, and cash flows. Our opinion is not modified with respect to this matter.

Going Concern

Management plans to identify adequate sources of funding to provide operating capital for continued growth are disclosed in Note 2. Auditing the Company’s assessment and related disclosures regarding the Company’s ability to continue as a going concern required significant auditor judgment. This is due to the high level of uncertainty surrounding the projections and assumptions related to the timing and likelihood of future cash flows, including external funding. Assessing whether the Company’s disclosures adequately reflect the uncertainty and risks associated with its going concern status also demanded considerable auditor judgment and effort.

We have served as the Company’s auditor since 2024.

Cypress, Texas

August 27, 2025

AERO VELOCITY, INC.

BALANCE SHEET

The accompanying notes are an integral part of these financial statements

AERO VELOCITY, INC.

STATEMENT OF OPERATIONS

The accompanying notes are an integral part of these financial statements

AERO VELOCITY, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part of these financial statements

AERO VELOCITY, INC.

STATEMENT OF CASH FLOWS

The accompanying notes are an integral part of these financial statements

 AERO VELOCITY, INC. 

NOTES TO THE FINANCIAL STATEMENTS

1. Description of the Business

Aero Velocity, Inc. (“the Company” or “Aero”) is a private equity-backed company that emerged from a divesture of Workhorse Group, Inc. (“Workhorse”) in June 2024, after nearly a decade of operating as Workhorse Aero.  On June 6, 2024, the Company entered into an agreement with Workhorse to purchase the assets of their drone business in exchange for 50% of operating cash flow for the first 12 months following the agreement.  No cash was exchanged at the time of the agreement. The acquisition was completed as a part of the divestiture. The acquisition was accounted for as a business combination using the acquisition method in accordance with Accounting Standards Codification (ASC) 805, Business Combinations, because the acquired assets met the definition of a business, which includes inputs, processes, and outputs capable of generating revenue.

Under this agreement, Aero is obligated to pay Workhorse 50% of Aero's operating cash flow for the 12-month period ended June 30, 2025. The payment is contingent upon the operating cash flow (defined as “revenue paid in cash minus operating expenses paid in cash” per the agreement) generated during this period and will be due in 2025 pending agreement of the calculation of operating cash flows between Aero and Workhorse. The Company has assessed this obligation and recognizes the potential financial impact in accordance with applicable accounting standards. At the date of the acquisition, the estimated fair value of the contingent liability was $0 as the projected operating cash flow is expected to be negative. The fair value of the net assets acquired exceeded the total consideration transferred, resulting in a gain on bargain purchase of $309 thousand, which is recognized in the consolidated statement of operations as of the acquisition date. The contingent liability will continue to be remeasured at fair value at each reporting date, with changes recognized in earnings. As of December 31, 2024, the estimated value of the contingent liability has not changed and remains at $0 and therefore there are no subsequent changes recognized in earnings.

The following table summarizes the allocation of the purchase price to the identifiable assets acquired, based on their estimated fair values as of the acquisition date:

In connection with the acquisition, the Company measured the identifiable assets acquired and the contingent consideration at fair value in accordance with ASC 820, Fair Value Measurement. Property and equipment and intangible assets acquired were measured using a market approach and considered Level 2 measurements due to the use of observable inputs of equivalent assets, such as market listings for similar assets. The contingent consideration was measured using the twelve-month operating cash flow forecast.

The Company is a leading provider of advanced drone services, specializing in lidar and multispectral data acquisition for diverse industries. The Company serves as a trusted partner to its customers, leveraging its expertise in cutting-edge data capture and drone technology solutions developed through collaborations with industry innovators. Aero also provides comprehensive drone maintenance, repair, warranty, and fleet support services, drawing on over 10 years of experience in drone maintenance and manufacturing.

2. Summary of Significant Accounting Policies

The Company was established on June 6, 2024 as an acquisition from Workhorse Group, as a result the Statements of Operations and of Cash Flows presented herein represents the activity from the acquisition date to December 31, 2024. The financial information prior to the acquisition date will be presented separately as abbreviated financial statements prepared in accordance with the rules and regulations of Rule 3-05 of Regulation S-X of the U.S. Securities and Exchange Commission.

A summary of the Company’s significant accounting policies consistently applied in the preparation of the accompanying financial statements follows:

Basis of Presentation – The  accompanying financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accept in the United States of America (“U.S. GAAP”), and in the opinion of management, include all adjustments (consisting of normal, recurring adjustments, unless otherwise disclosed) necessary for a fair statement of the results of operations, financial position, cash flows and changes in stockholders’ equity (deficit) for each period presented.

Going Concern – The accompanying financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. In assessing the appropriateness of the going concern assumption, management has considered the Company’s current financial position, future cash flow forecasts, and available financing facilities. While the Company incurred a net loss and had negative operating cash flows during the period from June 6, 2024 to December 31, 2024, subsequent developments including improved recent financial performance, access to additional financing, and continued expansion in operations, have supported the going concern assessment. Based on this evaluation, management has concluded that there is no substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date the financial statements are issued.

Use of Estimates – The preparation of consolidated financial statements in conformity with (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the (i) estimates of future costs to complete customer contracts recognized over time, (ii) valuation allowances for deferred income tax assets, (iii) fair value of assets acquired, and (iv) fair value of contingent consideration related to the acquisition. Actual results could differ from those estimates.

Cash and Cash Equivalents – The Company classifies all highly-liquid instruments with an original maturity of three months or less as cash equivalents. The Company maintains cash and cash equivalents in bank deposit accounts, which at times may exceed federally insured limits of $250,000.

Accounts Receivable – Accounts receivable are stated at amounts management expects to collect from outstanding balances. Credit is extended to customers based upon evaluation of the customer’s financial condition, and collateral is not required. Management provides for probable uncollectible amounts through a General and administrative expense within the Statement of Operations and a credit to a valuation allowance based on its assessment of the status of individual accounts. Balances still outstanding after management has used reasonable collection efforts are written off from the valuation allowance and a credit to accounts receivable. As of December 31, 2024, there were no allowances for doubtful accounts.

Revenue – The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The determination of the timing of revenue recognition and the measurement of the transaction price involves judgments and estimates that may impact the amounts reported.

The Company recognizes revenue based on a five-step model when all of the following criteria have been met: (i) a contract with a customer exists, (ii) performance obligations have been identified, (iii) the price to the customer has been determined, (iv) the price to the customer has been allocated to the performance obligations, and (v) performance obligations are satisfied.

 AERO VELOCITY, INC.

NOTES TO THE FINANCIAL STATEMENTS

The performance obligations under service agreements generally are satisfied over time as the service is provided. Revenue under these contracts is recognized over time using an input measure of progress (typically based on acres scanned to date.)

Performance obligations for product sales are typically satisfied at a point in time. This occurs when control of the products is transferred to the customer, which generally is when title and risk of loss have passed to the customer.

Taxes Collected from Customers - In the course of doing business, the company collects taxes from customers, including but not limited to sales taxes. It is the Company’s policy to record these taxes on a net basis in the statement of operations; therefore, the company does not include the taxes collected as a component of revenues.

Cost of revenue – Cost of revenue primarily include direct and indirect materials, manufacturing overhead, and shipping and logistics costs.

General and Administrative Expenses – General and administrative expenses generally consist of personnel and facilities costs as well as fees for professional and contract services.

Concentrations of Credit Risk – The Company has a limited number of customers. For the period from June 6, 2024 to December 31, 2024, two customers accounted for approximately 90% of total revenues, with individual customer concentrations of 77% and 13%.  As of December 31, 2024, three customers accounted for approximately 90% of total accounts receivable, with individual customer concentrations of 48%, 27%, and 15%. Loss of these customers could have a material adverse impact on the Company.

Contract Assets and Liabilities – Contracts with customers usually stipulate the timing of payment, which is defined by the terms found within the various contracts under which work was performed during the period.  Therefore, contract assets and liabilities are created when the timing of costs incurred on work performed does not coincide with the billing terms, which frequently include retention provisions contained in each contract.

The Company’s balance sheet may present contract assets which would include unbilled revenue associated with contract work that has been completed and billed but not paid by customers, which are presented in accounts receivable. The Company’s balance sheets may also present contract liabilities, which contain deferred revenue, which represent amounts received for which revenue has not yet been earned as the service has not yet been provided.

Property and Equipment, net – Property and equipment, net are carried at cost net of accumulated depreciation. Certain assets were acquired in accordance with the agreement concluded with Workhorse Group in June 2024, the value of the acquired assets represents fair value of the assets as of the date of the agreement. Depreciation is provided on the straight-line method over the assets’ estimated service lives. Leasehold improvements are amortized using the straight -line method over the shorter of the remaining lives of the respective leases or the services of the improvements. Expenditures for maintenance and repairs are charged to expense in the period in which they are incurred, and betterments are capitalized if the life of the underlying asset is extended. The cost of assets sold or abandoned, and the related accumulated depreciation are eliminated from the balance sheet and any gains or losses are reflected in the accompanying Statement of Operations of the respective period.

Intangible Assets, net – Intangible assets include domains and internal use software. Certain of the intangible assets were acquired in accordance with the agreement concluded with Workhorse Group in June 2024 and the value of the acquired assets represents fair value of the assets as of the date of the agreement. Intangible assets are recognized at cost when acquired or as the accumulation of certain costs when internally developed (in accordance with ASC 350-40, Internal-Use Software and are carried net of accumulated amortization and impairment losses, if any. The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Once placed in service, intangible assets are amortized using the straight-line method over the assets’ estimated useful lives.

Income Taxes – The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years the temporary differences are expected to reverse.

 AERO VELOCITY, INC.

NOTES TO THE FINANCIAL STATEMENTS

The Company’s income tax obligations commenced upon its formation on June 6, 2024. The Company is not responsible for, and has no liability related to, any income taxes incurred prior to this date.  

During the period from June 6, 2024 to December 31, 2024, the Company recognized income tax expense along with a partially offsetting income tax benefit, resulting from its deferred tax assets and liabilities. Deferred tax assets primarily relate to net operating loss carryforwards and accrued expenses not yet deductible for tax purposes. Deferred tax liabilities primarily related to temporary differences associated with depreciation of property and equipment for tax purposes in excess of book depreciation and the timing of revenue recognition related to deferred revenue.

The Company has evaluated the realizability of its deferred tax assets and determined that it is more likely than not that the full amount will be realized based on expected future taxable income and the reversal of existing taxable temporary differences. Accordingly, no valuation allowance has been recorded as of December 31, 2024.

Deferred tax assets and liabilities are presented net by tax jurisdiction in accordance with ASC 740-10-45. Additional quantitative details are disclosed in Note 7.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs. The Company had no material uncertain tax positions as of December 31, 2024.

3. Prepaid Expenses

Prepaid expenses consisted of the following (in thousands):

4. Property and Equipment, net

Property and equipment consisted of the following (in thousands):

Depreciation expense for the period from June 6, 2024 to December 31, 2024 was $44 thousand.

 AERO VELOCITY, INC.

NOTES TO THE FINANCIAL STATEMENTS

5. Intangible Assets, net

Intangible assets consisted of the following (in thousands):

Amortization expense for the period from June 6, 2024 to December 31, 2024 was $2 thousand.

6. Long-Term Debt

The Company’s long-term debt arrangements consist of the following (in thousands):

On Jul 18, 2024, Aero Velocity Inc. (“Borrower”) and ATW Opportunities Master Fund II, L.P., (“Lender”) concluded the agreement on a Promissory Note for the principal amount of $5,000,000 or the aggregate amount of all unpaid advances made under the terms of the Note. The Note accrues interest at an annual rate of 5.06%, calculated on a 360-day year basis. All outstanding principal and accrued interest are due on the 24-month anniversary of the Note, with repayment first applied to accrued interest and then to principal. As of December 31, 2024, the amount of debt outstanding was $1.2 million. Interest expense related to notes payable was $18 thousand for the period from June 6, 2024 to December 31, 2024.

Insurance financing – The Company finances a portion of its insurance premiums through third-party lenders. These financing arrangements with Assured Partners are typically short-term in nature and are used to manage working capital. Under the terms of these agreements, the Company makes a down payment at the inception of the policy and agrees to repay the remaining premium balance in equal monthly installments, including applicable interest and fees, over the term of the insurance policy, generally not exceeding 12 months. The agreements bear an annual interest rate of 12.6% for the period from June 6, 2024 to December 31, 2024. All agreements will mature in July 2025. As of December 31, 2024, the total outstanding balance under these arrangements was $35 thousand. Interest expense related to insurance financing was $3 thousand for the period from June 6, 2024 to December 31, 2024.

 AERO VELOCITY, INC.

NOTES TO THE FINANCIAL STATEMENTS

7. Income Taxes

The expense (benefit) for income taxes consists of the following for the period from June 6, 2024 to December 31, 2024:

The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2024 are as follows:

As of June 30, 2025, the Company has not recorded a valuation allowance against its deferred tax assets, as management believes it is more likely than not that these assets will be fully realized.

8. Commitments and Contingencies

Litigation – From time to time, we may be subject to litigation and other claims in the normal course of business. As of December 31, 2024, the Company was not subject to any material commitments or contingencies, including legal proceedings, guarantees, environmental obligations, or other contractual commitments, that would require disclosure under U.S. GAAP, and no amounts have been accrued in the financial statements with respect to any matters.

9. Employee Benefit Plan

The Company provides a 401(k) retirement plan (the “Plan”) for eligible employees as stated in the Plan agreement whereby participating employees may elect to contribute any amount not less than one percent and not more than 100 percent of their compensation, subject to a limit on calendar year contributions as set forth by the Internal Revenue Service.  The Company matching contribution is discretionary and may be made on behalf of an employee. The Plan highlights state that the Company may contribute a matching amount determined at the employer's discretion. For the period from June 6, 2024 to December 31, 2024, the Company contributed approximately $11 thousand, in matching funds to the Plan, and is included in general and administrative expenses within the accompanying Statement of Operations.

10. Related Party Transactions

As of December 31, 2024, the Company had an outstanding note payable to its sole investor, ATW Opportunities Master Fund II, L.P., who is considered a related party. The loan was made to fund working capital requirements. Additional details regarding this note, including its terms, are disclosed in Note 7 – Long-Term Debt. The balance of the related party note payable as of December 31, 2024 was $1.2 million, and interest expense of $21 thousand was incurred during the period from June 6, 2024 to December 31, 2024. The transaction was measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

11. Subsequent Events

We have evaluated the effects of events that have occurred subsequent to December 31, 2024, for potential recognition or disclosure through August 27, 2025, the date the financial statements were available for issuance, and there have been no material events that would require recognition in the December 31, 2024 financial statements or disclosure in the associated notes accompanying the financial statements.

EXHIBIT 99.3

AERO VELOCITY, INC.

INTERIM FINANCIAL STATEMENTS

For the quarterly period ended September 30, 2025

AERO VELOCITY, INC.

FINANCIAL STATEMENTS

For the quarterly period ended September 30, 2025

TABLE OF CONTENTS

AERO VELOCITY, INC.

UNAUDITED BALANCE SHEETS

The accompanying notes are an integral part of these unaudited financial statements

AERO VELOCITY, INC.

UNAUDITED STATEMENT OF OPERATIONS

The accompanying notes are an integral part of these unaudited financial statements

AERO VELOCITY, INC.

UNAUDITED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part of these unaudited financial statements

AERO VELOCITY, INC.

UNAUDITED STATEMENT OF CASH FLOWS

The accompanying notes are an integral part of these unaudited financial statements

AERO VELOCITY, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

1. Description of the Business

Aero Velocity, Inc. (“the Company” or “Aero”)  is a private equity-backed company that emerged from a divesture of Workhorse Group, Inc. (“Workhorse”) in June 2024, after nearly a decade of operating as Workhorse Aero.  On June 6, 2024, the Company entered into an agreement with Workhorse to purchase the assets of their drone business in exchange for 50% of operating cash flow for the first 12 months following the agreement.  No cash was exchanged at the time of the agreement. The acquisition was completed as a part of the divestiture. The acquisition was accounted for as a business combination using the acquisition method in accordance with Accounting Standards Codification (ASC) 805, Business Combinations, because the acquired assets met the definition of a business, which includes inputs, processes, and outputs capable of generating revenue.

Under this agreement, Aero is obligated to pay Workhorse 50% of Aero's operating cash flow for the 12-month period ended June 30, 2025. The payment is contingent upon the operating cash flow (defined as “revenue paid in cash minus operating expenses paid in cash” per the agreement) generated during this period and will be due in 2025 pending agreement of the calculation of operating cash flows between Aero and Workhorse. The Company has assessed this obligation and recognizes the potential financial impact in accordance with applicable accounting standards. At the date of the acquisition, the estimated fair value of the contingent liability was $0 as the projected operating cash flow is expected to be negative. The fair value of the net assets acquired exceeded the total consideration transferred, resulting in a gain on bargain purchase of $309,066, which is recognized in the consolidated statement of operations as of the acquisition date. The contingent liability is no longer subject to remeasurement, as the terms have been finalized as of the date the financial statements were issued. As of September 30, 2025, the value of the contingent liability remains at $0. Accordingly, no subsequent changes have been recognized in earnings.

The following table summarizes the allocation of the purchase price to the identifiable assets acquired, based on their estimated fair values as of the acquisition date:

In connection with the acquisition, the Company measured the identifiable assets acquired and the contingent consideration at fair value in accordance with ASC 820, Fair Value Measurement. Property and equipment and intangible assets acquired were measured using a market approach and considered Level 2 measurements due to the use of observable inputs of equivalent assets, such as market listings for similar assets. The contingent consideration was measured using the twelve-month operating cash flow forecast.

The Company is a leading provider of advanced drone services, specializing in lidar and multispectral data acquisition for diverse industries. The Company serves as a trusted partner to its customers, leveraging its expertise in cutting-edge data capture and drone technology solutions developed through collaborations with industry innovators. Aero also provides comprehensive drone maintenance, repair, warranty, and fleet support services, drawing on over 10 years of experience in drone maintenance and manufacturing.

AERO VELOCITY, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

2. Summary of Significant Accounting Policies

The accompanying financial statements present the financial position and results of operations of the Company as of and for the three and nine months ended September 30, 2025. The Company was established on June 6, 2024 as an acquisition from Workhorse. Accordingly, there is no prior comparative interim information presented in accordance with Rule 10-01(b)(1) of Regulation S-X. Management believes the financial information included herein reflects all necessary adjustments and disclosures to fairly present the Company’s financial position, results of operations, changes in stockholders’ deficit, and cash flows for the periods presented.

A summary of the Company’s significant accounting policies consistently applied in the preparation of the accompanying financial statements follows:

Basis of Presentation – The  accompanying financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accept in the United States of America (“U.S. GAAP”), and in the opinion of management, include all adjustments (consisting of normal, recurring adjustments, unless otherwise disclosed) necessary for a fair statement of the results of operations, financial position, cash flows, and changes in stockholders’ deficit for each period presented.

Interim Financial Reporting – We have prepared these unaudited financial statements in accordance with U.S. GAAP for interim financial statements. Accordingly, these statements do not include all information and footnote disclosures required for annual statements, and the results of operations for interim periods are not necessarily indicative of the results expected for the full year. While we believe the disclosures presented are adequate for interim reporting, these interim unaudited financial statements should be read in conjunction with the audited annual financial statements for the year ended December 31, 2024.

Out of Period Adjustment – During the three months ended March 31, 2025, the Company recorded an out of period adjustment of $15,508 related to our payroll entries that reduced our Liabilities and Expenses related to Cost of Sales and General and Administrative expenses which were incorrectly presented in our 2024 financial statements.

The payroll entries in 2024 had coding errors which incorrectly resulted in the recognition of $14,793 of expense related to a 401k program that should have had no impact to the Statement of Operations, as the company did not, and still does not have a company match. In addition, at year end the payroll tax expense had an unreconciled amount of $30,596 which was reversed to Other Accrued Liabilities. It was later determined that the payroll tax amounts were correct and should not have been reversed. The net of these two errors resulted in understated expenses of $15,508 and overstated liabilities for the same amount in 2024. 

Management identified that the errors were the result of the incorrect setup of the automated entries derived from the payroll vendor processing in 2024 specifically with respect to the treatment of the 401k withholding and the payroll tax remittances, which resulted in errors in the coding of the payroll journals. As of September 30, 2025, the $15,508 reduction to Other Accrued Liabilities remains while there is no additional impact to our Statement of Operations for the three months ended June 30, 2025 and September 30, 2025. Management has evaluated the impact of the errors, both qualitatively and quantitatively, and determined that they were not material to the financial statements for the periods ended December 31, 2024, March 31, 2025, June 30, 2025, or September 30, 2025.   

Going Concern – The accompanying financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. In assessing the appropriateness of the going concern assumption, management has considered the Company’s current financial position, future cash flow forecasts, and available financing facilities. While the Company incurred net loss and had negative operating cash flows during the nine months ended September 30, 2025, subsequent developments including improved recent financial performance, access to additional financing, and continued expansion in operations, have supported the going concern assessment. Based on this evaluation, management has concluded that there is no substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date the financial statements are issued.

Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the (i) estimates of future costs to complete customer contracts recognized over time and (ii) valuation allowances for deferred income tax assets. Actual results could differ from those estimates.

AERO VELOCITY, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS 

Cash and Cash Equivalents – The Company classifies all highly-liquid instruments with an original maturity of three months or less as cash equivalents. The Company maintains cash and cash equivalents in bank deposit accounts, which at times may exceed federally insured limits of $250,000.

Accounts Receivable – Accounts receivable are stated at amounts management expects to collect from outstanding balances. Credit is extended to customers based upon evaluation of the customer’s financial condition, and collateral is not required. Management provides for probable uncollectible amounts through a charge to General and administrative expense within the Statement of Operations) and a credit to a valuation allowance based on its assessment of the status of individual accounts. Balances still outstanding after management has used reasonable collection efforts are written off from the valuation allowance and a credit to accounts receivable. As of September 30, 2025 and December 31, 2024, there were no allowances for doubtful accounts.

Revenue – The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The determination of the timing of revenue recognition and the measurement of the transaction price involves judgments and estimates that may impact the amounts reported.

The Company recognizes revenue based on a five-step model when all of the following criteria have been met: (i) a contract with a customer exists, (ii) performance obligations have been identified, (iii) the price to the customer has been determined, (iv) the price to the customer has been allocated to the performance obligations, and (v) performance obligations are satisfied.

The performance obligations under service agreements generally are satisfied over time as the service is provided. Revenue under these contracts is recognized over time using an input measure of progress (typically based on acres scanned to date.)

Performance obligations for product sales are typically satisfied at a point in time. This occurs when control of the products is transferred to the customer, which generally is when title and risk of loss have passed to the customer.

Taxes Collected from Customers - In the course of doing business, the company collects taxes from customers, including but not limited to sales taxes. It is the Company’s policy to record these taxes on a net basis in the statement of operations; therefore, the company does not include the taxes collected as a component of revenues.

Cost of revenue – Cost of revenue primarily include direct and indirect materials, manufacturing overhead, and shipping and logistics costs.

General and Administrative Expenses – General and administrative expenses generally consist of personnel and facilities costs as well as fees for professional and contract services.

Concentrations of Credit Risk – The Company has a limited number of customers and vendors. For the three months ended September 30, 2025, three customers accounted for approximately 95% of total revenues, with individual customer concentrations of 49%, 36% and 10%. For the nine months ended September 30, 2025, one customer accounted for approximately 69% of total revenues. As of September 30, 2025, two customers accounted for approximately 97% of total accounts receivable and four vendors accounted for 82% of total accounts payable, with individual vendor concentrations of 43%, 16%, 12%, and 11%. As of December 31, 2024, three customers accounted for approximately 90% of total accounts receivable, with individual customer concentrations of 48%, 27%, and 15%, and two vendors accounted for approximately 81% of total accounts payable, with individual vendor concentrations of 69% and 12%. Loss of these customers or vendors could have a material adverse impact on the Company.

AERO VELOCITY, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS 

Contract Assets and Liabilities – Contracts with customers usually stipulate the timing of payment, which is defined by the terms found within the various contracts under which work was performed during the period.  Therefore, contract assets and liabilities are created when the timing of costs incurred on work performed does not coincide with the billing terms, which frequently include retention provisions contained in each contract.

The Company’s balance sheet may present contract assets which would include unbilled revenue associated with contract work that has been completed and billed but not paid by customers, which are presented in accounts receivable. The Company’s balance sheets may also present contract liabilities, which contain deferred revenue, which represent amounts received for which revenue has not yet been earned as the service has not yet been provided.

Property and Equipment, net – Property and equipment, net are carried at cost net of accumulated depreciation. Certain assets were acquired in accordance with the agreement concluded with Workhorse in June 2024, the value of the acquired assets represents fair value of the assets as of the date of the agreement. Depreciation is provided on the straight-line method over the assets’ estimated service lives. Leasehold improvements are amortized using the straight -line method over the shorter of the remaining lives of the respective leases or the services of the improvements. Expenditures for maintenance and repairs are charged to expense in the period in which they are incurred, and betterments are capitalized if the life of the underlying asset is extended. The cost of assets sold or abandoned, and the related accumulated depreciation are eliminated from the balance sheet and any gains or losses are reflected in the accompanying Statement of Operations of the respective period.

Intangible Assets, net – Intangible assets include domains and internal use software. Certain of the intangible assets were acquired in accordance with the agreement concluded with Workhorse in June 2024 and the value of the acquired assets represents fair value of the assets as of the date of the agreement. Intangible assets are recognized at cost when acquired or as the accumulation of certain costs when internally developed (in accordance with ASC 350-40, Internal-Use Software) and are carried net of accumulated amortization and impairment losses, if any. The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Once placed in service, intangible assets are amortized using the straight-line method over the assets’ estimated useful lives.

Income Taxes – The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years the temporary differences are expected to reverse.

During the nine months ended September 30, 2025, the Company recognized income tax benefit along with a partially offsetting income tax expense, resulting from its deferred tax assets and liabilities. Deferred tax assets primarily relate to accrued expenses not yet deductible for tax purposes and net operating loss carryforwards. Deferred tax liabilities primarily related to temporary differences associated with depreciation of property and equipment for tax purposes in excess of book depreciation and the timing of revenue recognition related to deferred revenue. Deferred tax assets and liabilities are presented net by tax jurisdiction.

Net operating loss carryforwards are recognized as deferred tax assets to the extent that realization is considered more likely than not based on expected future taxable income and other available evidence. Company has evaluated the realizability of its deferred tax assets and determined that it is more likely than not that the full amount will be realized based on expected future taxable income and the reversal of existing taxable temporary differences. Accordingly, no valuation allowance has been recorded as of September 30, 2025.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs. The Company had no material uncertain tax positions as of September 30, 2025 and December 31, 2024.

AERO VELOCITY, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS 

3. Prepaid Expenses

Prepaid expenses consisted of the following:

4. Property and Equipment, net

Property and equipment consisted of the following:

Depreciation expense for the three months ended September 30, 2025 was $36,439 and for the nine months ended September 30, 2025 was $109,323.

5. Intangible Assets, net

Intangible assets consisted of the following:

Amortization expense for the three months ended September 30, 2025 was $1,000 and for the nine months ended September 30, 2025 was $3,334.

AERO VELOCITY, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS 

During the nine months ended September 30, 2025, the Company recognized an impairment loss of $9,333 related to domains, which is included in the Statement of Operations as Impairment of intangible assets. The impairment related to acquired domain names that were fully written off during the three month period ended March 31, 2025, as they currently have no commercial use or value, and the Company has no plans to restore or reinstate their usage. As a result, the domains were deemed to have no recoverable amount. The assets were written down to a carrying value of $0, with fair value determined based on management’s assessment that no fair value or future economic benefit remains.

6. Long-Term Debt

The Company’s long-term debt arrangements consist of the following:

On July 18, 2024, Aero Velocity Inc. (“Borrower”) and ATW Opportunities Master Fund II, L.P., (“Lender”) concluded the agreement on a Promissory Note for the principal amount of $5,000,000 or the aggregate amount of all unpaid advances made under the terms of the Note. The Note accrues interest at an annual rate of 5.06%, calculated on a 360-day year basis. All outstanding principal and accrued interest are due on the 24-month anniversary of the Note, with repayment first applied to accrued interest and then to principal. Interest expense related to notes payable was $25,171 for the three months ended September 30, 2025 and $66,176 for the nine months ended September 30, 2025.

Insurance financing – The Company finances a portion of its insurance premiums through third-party lenders. These financing arrangements with Assured Partners are typically short-term in nature and are used to manage working capital. Under the terms of these agreements, the Company makes a down payment at the inception of the policy and agrees to repay the remaining premium balance in equal monthly installments, including applicable interest and fees, over the term of the insurance policy, generally not exceeding 12 months. The agreements bear an annual interest rate of 12.6%. All agreements matured in July 2025. As of September 30, 2025 and December 31, 2024, the total outstanding balance under these arrangements was $1,296 and $35,273, respectively. Interest expense related to insurance financing was $0 for the three months ended September 30, 2025 and $1,259 for the nine months ended September 30, 2025.

7. Income Taxes

For the three months ended September 30, 2025, the Company recorded an income tax benefit of $244,044 comprising a current income tax benefit of $6,897 and a deferred tax benefit of $237,147. For the nine months ended September 30, 2025, the Company recorded an income tax benefit of $213,955, comprising a current income tax expense of $0 and a deferred tax benefit of $213,955. Income tax expense/benefit was estimated using the annual effective tax rate method, which applies management’s estimate of the expected full-year tax rate to year-to-date pre-tax income (loss).

As of September 30, 2025, the Company had approximately $1,141,235 of net operating loss carryforwards that may be carried forward indefinitely but limited to offsetting 80% of taxable income in any future year.

There were no significant discrete tax items recognized during the period. Additionally, there were no material changes in uncertain tax positions or valuation allowances compared to December 31, 2024.

AERO VELOCITY, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

8. Commitments and Contingencies

Litigation – From time to time, we may be subject to litigation and other claims in the normal course of business. As of September 30, 2025 and December 31, 2024, the Company was not subject to any material commitments or contingencies, including legal proceedings, guarantees, environmental obligations, or other contractual commitments, that would require disclosure under U.S. GAAP, and no amounts have been accrued in the financial statements with respect to any matters.

9. Related Party Transactions

As of September 30, 2025, the Company had an outstanding note payable to its sole investor, ATW Opportunities Master Fund II, L.P., who is considered a related party. The loan was made to fund working capital requirements. Additional details regarding this note, including its terms, are disclosed in Note 7 – Long-Term Debt. The balance of the related party note payable as of September 30, 2025 was $2,100,110, and interest expense related to notes payable was $25,171 for the three months ended September 30, 2025 and $66,176 for the nine months ended September 30, 2025.

10. Subsequent Events

We have evaluated the effects of events that have occurred subsequent to September 30, 2025, for potential recognition or disclosure through November 19, 2025, the date the financial statements were issued, and there have been no material events that would require recognition in the financial statements or disclosure in the associated notes accompanying the financial statements.

EXHIBIT 99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On September 2, 2025, BT Brands, Inc. (the “Parent”, “BT Brands” or “BT”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Aero Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Aero Velocity Inc., a Delaware corporation (the “Company” or “Aero”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). The Merger Agreement contemplates the eventual spinoff of BT Group, Inc., the entity holding all of BT Brands' restaurant assets and liabilities, including cash and investments, to BT Brands' stockholders of record eligible to vote at the special meetings being held to consider the merger. Management of BT Group, Inc. plans to pursue a listing for BT Group common stock.

The Merger contemplates that, at closing, 89% of the equity ownership will be allocated to Aero shareholders and 11% to BT Brands. At closing, the Parent will issue a total of 10,110 shares of $0.001 par value Series A-1 Preferred Stock and Series A-2 Preferred Stock, with an aggregate stated value of $101,100,000, convertible into common stock at $1.48 per share, representing a total of 68,409,284 common shares. The shares of Series A-1 Preferred Stock carry a 50-1 as converted voting preference. The principal stockholder of Aero and its designees have committed to investing $3 million at closing with the option to invest up to $5 million of Series B Convertible Preferred Stock (“Series B Preferred Stock”). The Pro Forma financial statements reflect a minimum investment of $3 million or 3,000 shares of Series B Preferred Stock, each with a $0.001 par value and a stated value of $1,000 per share, or $3 million. The Pro Forma statements anticipate the conversion of all Convertible Preferred shares to common stock including Series A-1 and Series A-2 into 68,409,284 common shares and  conversion of Series B Preferred Stock  into 1,639,344 common shares.

The following unaudited pro forma condensed combined financial statements 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 for the nine months ended September 30, 2025 and the year ended December 31, 2024. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, to give effect to the business combination and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.

The Business Combination is accounted for as a reverse acquisition, with Aero treated as the accounting acquirer and BT Brands as the accounting acquiree, in accordance with Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (“ASC 805”). As such, the pro forma financial information reflects the assets and liabilities of Aero at historical carrying values and the assets and liabilities of BT Brands measured at estimated fair value as of the assumed acquisition date.

The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025, and the year ended December 31, 2024, give effect to the business combination as if it had occurred on January 1, 2024. The unaudited pro forma condensed combined balance sheet as of September 30, 2025, gives effect to the Business Combination as if it had occurred on that date and combines the historical balance sheets of Aero Velocity and BT Brands as of such date.

BT Brands' fiscal year is 52 or 53 weeks, ending on the Sunday closest to December 31. Fiscal 2024 was a 52-week period that ended on December 29, 2024. The fiscal year to date was the 39 weeks ending September 28, 2025. References in the unaudited pro forma condensed combined financial statements and notes thereto relate to the 39 and 52-week fiscal periods.

The unaudited pro forma financial statements, and the related notes thereto, are based on, and should be read in conjunction with:

As of the date of this Current Report on Form 8-K, the Company has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of the assets to be acquired and the liabilities to be assumed and the related allocations of purchase price. The allocation of the purchase price is preliminary and subject to adjustment during the measurement period, not to exceed one year from the acquisition date, as the Company finalizes valuations for tangible and intangible assets. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed.

These unaudited pro forma condensed combined financial statements are prepared for informational purposes only and are based on assumptions and estimates considered appropriate by management. The unaudited pro forma adjustments represent Aero’s and BT Brands’ management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and additional analyses are performed. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects that are directly attributable to the business combination, and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements do not purport to be indicative of what the combined company’s financial condition or results of operations would have been if the business combination had been consummated as of the dates indicated, nor do they purport to represent the combined company’s financial position or results of operations for future periods.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS

AS OF SEPTEMBER 30, 2025