BT Brands to merge with Aero Velocity in all-stock deal.

BT Brands and drone solutions firm Aero Velocity will merge in an all-stock deal. A subsidiary of BT Brands will merge with Aero Velocity, with Aero Velocity becoming a wholly-owned subsidiary. The deal is an all-stock transaction and terms of the agreement were not disclosed. BT Brands is a NASDAQ-listed company with experience in the finance industry.

BT Brands, Inc. (Nasdaq: BTBD) and Aero Velocity Inc., a leading drone solutions and technology company, have entered into a definitive merger agreement to combine in an all-stock transaction. The combined company will focus on the development and provision of advanced drone technologies and AI-powered solutions for government and commercial applications.

Under the terms of the agreement, a wholly-owned subsidiary of BT Brands will merge with and into Aero Velocity, with Aero Velocity continuing as a wholly-owned subsidiary of BT Brands. The transaction is expected to close in the fourth quarter of 2025 or the first quarter of 2026, subject to approvals by the stockholders of each company and other customary closing conditions.

Aero Velocity provides comprehensive drone services and integrates Artificial Intelligence (AI) and data science to derive actionable insights from data acquired via Unmanned Aerial Vehicles (UAVs). The company offers its services through a Drones-as-a-Service (DaaS) model and specializes in the deployment of multiple sensor solutions for precise and actionable solutions for clients.

The merger is expected to create a significant value proposition for both companies. BT Brands, known for its diverse portfolio of restaurant concepts across the United States, seeks to leverage Aero Velocity's expertise in drone technologies to enhance operational efficiency and sustainability.

Aero Velocity's Chief Executive Officer, Mark Hastings, expressed enthusiasm about the merger, stating, "We are thrilled to have entered into this agreement with BT Brands and thank its management and the Aero Velocity team for their considerable efforts in getting us to this point. We are equally excited about the tremendous opportunities that lie ahead for Aero Velocity and welcome the platform for growth that we believe will result from this transaction."

Gary Copperud, Chief Executive Officer of BT Brands, added, "We considered a range of strategic initiatives, and we believe this proposed transaction represents an opportunity to deliver significant value to our stockholders. Aero Velocity is well positioned in the rapidly growing drone services market providing incredible value to its government agency and commercial clients."

The combined company is expected to be renamed "Aero Velocity Inc." and trade on the Nasdaq Capital Market. Upon the closing of the transaction, Aero Velocity's stockholders are expected to own approximately 89% of the combined company, while existing BT Brands stockholders are expected to own approximately 11%.

The merger agreement has been unanimously approved by the board of directors of both companies. For additional information on the merger agreement and the terms of the transaction, investors and securities holders are encouraged to refer to BT Brand's Current Report on Form 8-K, which will be filed promptly and can be obtained at the website of the U.S. Securities and Exchange Commission (www.sec.gov).

References:
[1] https://www.businesswire.com/news/home/20250903423555/en/BT-Brands-and-Aero-Velocity-Announce-Execution-of-Definitive-Merger-Agreement