As filed with United States Securities and Exchange Commission on December 31, 2025

 Registration No: 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

10501 Wayzata Blvd South

Suite 102

Minnetonka, MN 55305

(307) 274-3055

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)  

Kenneth Brimmer

Chief Financial Officer

10501 Wayzata Blvd South

Suite 102

Minnetonka, MN  55305

(307) 274-3055

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the business combination described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. The registrant may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. The proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED DECEMBER 31, 2025

PROXY STATEMENT

FOR SPECIAL MEETING OF STOCKHOLDERS

OF BT BRANDS, INC.

PROSPECTUS

FOR 10,110 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK

AND 68,409,284 SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SHARES

OF BT BRANDS, INC.

 _____________________________________________

BT BRANDS, INC.

10501 Wayzata Blvd. South, Suite 102

Minnetonka, MN 55305

LETTER TO STOCKHOLDERS

Dear Stockholder of BT Brands, Inc.:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of BT Brands, Inc., a Wyoming corporation (“Pubco” or “BT Brands”), at [●], Central Time, on [●], 2026 at the offices of Pubco, located at 10501 Wayzata Blvd. South, Suite 102, Minnetonka, MN 55305, or at such other time and place to which the Special Meeting may be adjourned.

On September 2, 2025, Pubco entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Aero Velocity, Inc., a Delaware corporation (“Aero,” “Aero Velocity” or the “Company”), and Aero Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Merger Sub”), which provides for a business combination between Pubco and Aero (the “Business Combination”). The purpose of the Special Meeting is to consider and vote upon certain proposals related to the Business Combination.

See “Frequently Used Terms” in this proxy statement/prospectus for definitions of capitalized terms used but not defined in this letter.

The Business Combination

The Business Combination will be accomplished by the merger of Merger Sub with and into Aero pursuant to the Merger Agreement (the “Merger”), with Aero surviving as a direct, wholly owned subsidiary of Pubco. At the effective time of the Merger (the “Effective Time”), all of the outstanding shares of Aero Stock will be converted into the right to receive an aggregate of 10,110 shares of Pubco Series A-1 Preferred Stock and Pubco Series A-2 Preferred Stock (the “Merger Consideration”), the terms of which are described elsewhere in this proxy statement/prospectus. In addition, Pubco will be renamed “Aero Velocity, Inc.”

Concurrently with the closing of the Transactions (the “Closing”), the Aero Stockholders or their designees will invest a minimum of $3 million and up to a maximum of $5 million in Pubco Series B Preferred Stock (the “Concurrent Financing”), the terms of which are described elsewhere in this proxy statement/prospectus.

Prior to the Closing, Pubco will complete a restructuring (the “Restructuring”), whereby Pubco will transfer to its wholly owned Wyoming subsidiary, BT Group, Inc. (“BT Group”), all Pubco’s assets and liabilities. After the Closing, on such appropriate date as is determined by the Pubco Board, Pubco will distribute all of the shares of BT Group common stock (the “Spin-Off”) to the holders of the Pubco Common Stock (other than Pubco’s financial advisor, which has agreed not to participate in the Spin-Off) and, unless mutually agreed otherwise by the Parties prior to the Closing, to the holders of the Pubco IPO Warrants. Only holders of Pubco Common Stock and/or the Pubco IPO Warrants as of the record date of the Spin-Off as selected by the Pubco Board will be entitled to receive shares of BT Group common stock in the Spin-Off. No holder of Pubco Preferred Stock will be entitled to receive any shares of BT Group in the Spin-Off.

As a result of the Merger, Aero will become a wholly owned subsidiary of Pubco and Pubco will remain a publicly traded company operating the current business of Aero and the current business of BT Brands. Upon consummation of the Spin-Off, the current business of BT Brands will be separated from Pubco and will be operated by BT Group as an independent corporation. The board of directors of BT Group intends to pursue a public listing of the BT Group common stock in connection with the Spin-Off.

Aero utilizes drone technology and data science techniques for advanced aerial mapping, data collection, and UAV-based commercial services. It offers its services through a DaaS model where it specializes in the deployment of multiple sensor solutions to identify bespoke, precise, and actionable solutions for clients. Aero also provides UAV-powered industrial inspections and infrastructure cleaning services. Aero’s expertise extends across multiple sectors, supporting government, corporate, and educational organizations in a broad range of applications such as precision agriculture, environmental monitoring and forestry management, defense and security, and rapid emergency response. Aero is also developing a contract drone manufacturing business as it continues to expand its comprehensive portfolio of drone technologies and services.

The Pubco Common Stock and the Pubco IPO Warrants are currently listed on the Capital Market of The Nasdaq Stock Market (“Nasdaq”) under the symbols “BTBD” and “BTBDW,” respectively. Under Nasdaq rules, Pubco is required to submit an initial listing application in order to continue the listing of the Pubco Common Stock and the Pubco IPO Warrants on Nasdaq after the Closing. Accordingly, in connection with the Business Combination, Pubco intends to submit an application for the listing of the Pubco Common Stock and Pubco IPO Warrants on Nasdaq under the symbols “[●]” and “[●],” respectively.

On September 2, 2025, the last full trading day before the execution of the Merger Agreement was announced, the closing sales price of the Pubco Common Stock and the Pubco IPO Warrants on Nasdaq was $1.85 per share and $0.3256 per warrant, respectively.

The obligations of Pubco and Aero to complete the Transactions are subject to the satisfaction or waiver of certain conditions, including, among other things, the approval of the proposals described in this proxy statement/prospectus by the Pubco Stockholders and the approval of the listing of the Pubco Common Stock on Nasdaq after the Closing.

By this proxy statement/prospectus, Pubco is offering to the Aero Stockholders the shares of Pubco Series A-1 Preferred Stock and the shares of Pubco Series A-2 Preferred Stock issuable pursuant to the Merger Agreement, together with the shares of Pubco Common Stock issuable upon conversion thereof.

A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Pro Forma Ownership After the Business Combination

Immediately after the Merger, we estimate that the continuing Pubco Stockholders will beneficially own approximately 11% of the Pubco Common Stock (which includes 1,933,606 shares of Pubco Common Stock issued to Pubco’s financial advisor in the Merger) and the former Aero Stockholders will beneficially own approximately 89% of the Pubco Common Stock, in each case accounting for the Pubco Preferred Stock on an as-converted basis, and further assuming (i) that Pubco has zero dollars of Net Cash or Net Debt as of the Closing, (ii) that the Pubco IPO Warrants will not be exercised, and (iii) that the holders of the Pubco IPO Warrants will participate in the Spin-Off. The ownership percentages of both the continuing Pubco Stockholders and the former Aero Stockholders will be diluted to the extent shares of Series B Preferred Stock are issued in the Concurrent Financing.

Immediately after the Spin-Off, the Pubco Stockholders (other than the holders of the Pubco Preferred Stock) will own 100% of the outstanding shares of BT Group.

The Special Meeting

The Pubco Board has called the Special Meeting to consider and vote on the following proposals (the “Proposals”):

Approval of each of the Business Combination Proposal, the Equity Plan Proposal, the Name Change Proposal, the Nasdaq Proposal and the Adjournment Proposal requires that the number of votes cast in favor of such proposal exceed the number of votes cast against such proposal. The directors are elected by a plurality, meaning the five nominees in the Director Election Proposal that receive the most votes will be elected as directors.

The Business Combination will not be consummated unless all the Proposals (other than the Adjournment Proposal) are approved or the corresponding condition in the Merger Agreement is waived by the parties to such agreement. If the Business Combination Proposal is not approved, the other proposals, except the Adjournment Proposal, will not be presented to stockholders for a vote. If the other Proposals are presented and approved, the Adjournment Proposal will not be presented.  If the Adjournment Proposal is presented, the other Proposals will not be presented.

Concurrently with the execution of the Merger Agreement, on September 2, 2025, Pubco and Aero entered into a Support Agreement (the “Support Agreement”) with Gary Copperud, Pubco’s Chief Executive Officer. Under the Support Agreement, Mr. Copperud agreed, among other things, to vote all the shares of Pubco Common Stock beneficially owned by him in favor of the adoption of the Merger Agreement and the approval of the Merger and in favor of the other matters to be presented at the Special Meeting and against any alternative transaction. Mr. Copperud beneficially owns approximately 16.8% of the Pubco Common Stock outstanding as of December 30, 2025.

* * * * * * * * * *

If you have any questions or need assistance voting your shares of Pubco Common Stock, please contact [●], Pubco’s proxy solicitor, by calling toll-free (within the U.S. or Canada) at [●], or for banks and brokers, by calling collect at [●], or by emailing [●].

On behalf of the Pubco Board, we would like to thank you for your support and look forward to the successful completion of the Business Combination.

IMPORTANT INFORMATION ABOUT THE SPECIAL MEETING, THE TRANSACTIONS AND RELATED MATTERS IS CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS, WHICH WE URGE YOU TO READ IN ITS ENTIRETY, INCLUDING THE ANNEXES AND EXHIBITS.

PLEASE CAREFULLY REVIEW THIS DOCUMENT, INCLUDING THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 32, FOR A DISCUSSION OF THE RISKS RELATING TO THE TRANSACTIONS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated [●], 2026, and is first being mailed to Pubco Stockholders on or about [●], 2026. 

BT BRANDS, INC.

10501 Wayzata Blvd. South, Suite 102

Minnetonka, MN 55305

Telephone No.: (307) 274-3055

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of BT Brands, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of BT Brands, Inc., a Wyoming corporation (“Pubco”), will be held on at [●], Central Time, on [●], 2026, at the offices of Pubco, located at 10501 Wayzata Blvd. South, Suite 102, Minnetonka, MN 55305, or at such other time and place to which the Special Meeting may be adjourned.

See “Frequently Used Terms” in this proxy statement/prospectus for definitions of capitalized terms used but not defined in this notice.

At the Special Meeting, Pubco Stockholders will be asked to consider and vote upon the following proposals (the “Proposals”):

Only holders of record of Pubco Common Stock at the close of business on [●] (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting.

Approval of each of the Business Combination Proposal, the Equity Plan Proposal, the Name Change Proposal, the Nasdaq Proposal and the Adjournment Proposal requires that the number of votes cast in favor of such proposal exceed the number of votes cast against such proposal. The directors are elected by a plurality, meaning the five nominees in the Director Election Proposal that receive the most votes will be elected as directors.

The Business Combination will not be consummated unless all the Proposals (other than the Adjournment Proposal) are approved or the corresponding condition in the Merger Agreement is waived by the parties to such agreement. If the Business Combination Proposal is not approved, the other proposals, except the Adjournment Proposal, will not be presented to stockholders for a vote. If the other Proposals are presented and approved, the Adjournment Proposal will not be presented.  If the Adjournment Proposal is presented, the other Proposals will not be presented.

Concurrently with the execution of the Merger Agreement, on September 2, 2025, Pubco and Aero entered into a Support Agreement (the “Support Agreement”) with Gary Copperud, Pubco’s Chief Executive Officer. Under the Support Agreement, Mr. Copperud agreed, among other things, to vote all the shares of Pubco Common Stock beneficially owned by him in favor of the adoption of the Merger Agreement and the approval of the Merger and in favor of the other matters to be presented at the Special Meeting and against any alternative transaction. Mr. Copperud beneficially owns approximately 16.8% of the Pubco Common Stock outstanding as of December 30, 2025.

After careful consideration, the Pubco Board has determined that the Proposals are fair to and in the best interests of Pubco and the Pubco Stockholders and unanimously recommends that the holders of Pubco Common Stock entitled to vote with respect to each of the Proposals, vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the election of each of the management nominees for director in the Director Election Proposal, “FOR” the Equity Pan Proposal, “FOR” the Name Change Proposal, “FOR” the Nasdaq Proposal and “FOR” the Adjournment Proposal (if presented).

Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. In most cases you may vote by telephone or over the Internet as instructed.

If you return your proxy card without an indication of how you wish to vote, your shares will be voted “FOR” each of the management nominees for director and “FOR” each of the other Proposals.

Whether or not you plan to attend the Special Meeting, we urge you to read this proxy statement/prospectus carefully. Please pay particular attention to the section entitled “Risk Factors” in this proxy statement/prospectus.

If you have any questions or need assistance voting your shares of Pubco Common Stock, please contact [●], Pubco’s proxy solicitor, by calling toll-free (within the U.S. or Canada) at [●], or for banks and brokers, by calling collect at [●], or by emailing [●].

Thank you for your participation. We look forward to your continued support.

Dated [●], 2026

Minnetonka, MN

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about Pubco from documents that have been filed with the United States Securities and Exchange Commission, or the SEC, including our 2024 10-K and our September 2025 10-Q and other reports we have filed with the SEC. Together with this proxy statement/prospectus, we are delivering to you a copy of each of our 2024 10-K and September 2025 10-Q. Additional documents that we subsequently file under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before the date of the Special Meeting will be deemed incorporated by reference into this proxy statement/prospectus and will be available to you without charge upon request from us at the address or telephone number set forth under “Where You Can Find More Information.”

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 (File No. 333-[●]) (the “Registration Statement”) filed by Pubco with the SEC, constitutes a prospectus of Pubco under Section 5 of the Securities Act, with respect to certain securities of Pubco to be issued in connection with the Business Combination. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act for the Special Meeting of Pubco to be held in connection with the Business Combination and at which the Pubco Stockholders will be asked to consider and vote upon a proposal to adopt the Merger Agreement and approve the Merger, among other matters.

TRADEMARKS

Pubco and Aero have proprietary rights to certain of the trademarks and trade names used in this proxy statement/prospectus. This proxy statement/prospectus also contains trademarks, service marks, copyrights and trade names of other companies, which are the property of their respective owners. Pubco and Aero do not intend their use or display of other companies’ trademarks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of Pubco or Aero by any other company. Solely for convenience, our trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that either Pubco or Aero will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensor to these trademarks and trade names.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes industry position and industry data and forecasts that Pubco and Aero obtained or derived from internal company reports, independent third-party publications and other industry data. Some data is also based on good faith estimates, which are derived from internal company analyses or review of internal company reports as well as the independent sources referred to above.

Statements as to industry position are based on market data currently available. While neither Pubco nor Aero is aware of any misstatements regarding the industry data presented herein, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include, among other things, statements about the parties’ ability to close the Transactions, the timing of the Closing, the anticipated benefits of the Business Combination, and the financial conditions, results of operations, earnings outlook and prospects of Pubco and Aero during the period following the Closing. In addition, any statements that refer to characterizations of future results, events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will,” “seek,” “target,” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

There can be no assurance that future developments will be as anticipated in this proxy statement/prospectus. The forward-looking statements are based on information available as of the date of this proxy statement/prospectus and on the current expectations, plans and judgments of management of Pubco and Aero, speak only as of the date of such statements, and are inherently subject to changes in circumstances and their potential effects. The forward-looking statements involve a number of risks and uncertainties that may cause actual developments to be materially different from those expressed, contemplated or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by Pubco, and the following:

Should one or more of these risks or uncertainties affect Pubco or Aero, or should any of the expectations or judgments made by the management of Pubco or Aero otherwise prove incorrect, or should the plans of the management of Pubco or Aero otherwise change, actual developments may vary in material respects from those expressed, contemplated or implied by these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to Pubco or Aero or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, neither Pubco nor Aero undertakes any obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events. 

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires:

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

AND THE SPECIAL MEETING

Below are brief answers to questions you may have concerning the transactions described in this proxy statement/prospectus and the Special Meeting. These questions and answers do not, and are not intended to, address all of the information that may be important to you. You should read carefully this entire proxy statement/prospectus and the other documents to which we refer you.

Q: What is the Business Combination and the Spin-Off?

A: On September 2, 2025, Pubco entered into the Merger Agreement with Aero, and Merger Sub, a Delaware corporation and a wholly-owned subsidiary of Pubco, which provides for the Business Combination between Pubco and Aero. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Immediately prior to the effective time of the Merger, the outstanding shares of Aero Stock will be converted into the right to receive an aggregate of 10,110 shares of Pubco Series A-1 Preferred Stock and Pubco Series A-2 Preferred Stock, as described in more detail in the section titled “The Merger Agreement—Merger Consideration.”

Prior to the Closing, Pubco will complete the Restructuring, whereby Pubco will transfer to BT Group, a wholly owned subsidiary of Pubco, all of Pubco’s assets and liabilities. After the Closing, on such appropriate date as is determined by the Pubco Board, Pubco will distribute all the shares of BT Group to the holders of the Pubco Common Stock (other than Pubco’s financial advisor, which has agreed not to participate in the Spin-Off) and, unless mutually agreed otherwise by the Parties prior to the Closing, to the holders of the Pubco IPO Warrants, in the Spin-Off. Only holders of Pubco Common Stock and/or the Pubco IPO Warrants as of the record date of the Spin-Off as selected by the Pubco Board will be entitled to receive shares of BT Group common stock in the Spin-Off. No holder of Pubco Preferred Stock will be entitled to receive any shares of BT Group in the Spin-Off.

Additional information about the Business Combination and the Spin-Off is set forth under the headings titled “Proposal No. 1: The Business Combination” and “The Merger Agreement.”

Q: Why am I receiving this proxy statement/prospectus?

A: You are receiving this proxy statement/prospectus because you were a stockholder of Pubco on [●], the Record Date, and you are entitled to vote at the Special Meeting to approve, among other things, the Business Combination and the transactions contemplated by the Merger Agreement, including the Merger and the Spin-Off. Pubco is sending these materials to its stockholders to help them decide how to vote their shares of Pubco Common Stock with respect to the matters to be considered at the Special Meeting.

Q: What is the purpose of this proxy statement/prospectus?

A: This proxy statement/prospectus serves as:

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Q: What will happen to shares of Pubco Common Stock and Pubco equity awards and warrants in the Business Combination?

A: Each share of Pubco Common Stock and each option award and warrant to purchase Pubco Common Stock that is issued and outstanding at the effective time of the Merger will remain issued and outstanding and such shares, options and warrants will be unaffected by the Business Combination. You do not need to take any action with respect to the securities of Pubco that you own.

Q: When do you expect to complete the Business Combination?

A: We are working to complete the Business Combination during the first quarter of 2026, although we cannot assure completion by any particular date. If the Pubco Stockholders adopt all of the proposals at the Special Meeting, we expect that the other conditions to completion of the Business Combination will be satisfied and the Business Combination will be consummated promptly thereafter. For further information, please see the section entitled “The Merger Agreement—Conditions to Consummation of the Merger.”

Q: What will I receive in the Spin-Off?

A: If you are a holder of Pubco Common Stock and/or Pubco IPO Warrants as of the close of business on the record date for the Spin-Off as selected by the Pubco Board, you will receive shares of BT Group common stock in the Spin-Off. Each such holder will receive a number of shares of BT Group common stock equal to that holder’s pro rata holdings of Pubco Common Stock and Pubco IPO Warrants as of that record date.

Q: Do I need to pay anything or exchange my shares or take any other action to receive the Spin-Off?

A: No. You do not need to make any payment or take any action to receive your shares of BT Group. The shares will be distributed automatically to you in book-entry form by our transfer agent.

Q: Will the Spin-Off change the number of shares of Pubco Common Stock, options or warrants that I own?

A: No. After the Spin-Off, you will own the same number of shares of Pubco Common Stock, options or warrants that you owned immediately prior to the Business Combination, plus your new shares of BT Group common stock. However, your percentage ownership in Pubco will be diluted to the extent of the number of shares of Pubco Common Stock that are issuable upon conversion into Pubco Common Stock of (i) the shares of Pubco Series A Preferred Stock constituting the Merger Consideration and (ii) the shares of Pubco Series B Preferred Stock issued in the Concurrent Financing, as described under the headings “Proposal No. 1: The Business Combination” and “The Merger Agreement.”

Q: When does Pubco expect to effectuate the Spin-Off?

A: The Merger Agreement does not set a specific date for the Spin-Off. The Pubco Board will make the determination as to when to effectuate the Spin-Off in its discretion.

Q: What matters will stockholders consider at the Special Meeting?

A: At the Special Meeting, Pubco will ask its stockholders to vote in favor of the following proposals:

The Business Combination will not be consummated unless all the proposals (other than the Adjournment Proposal) are approved or the corresponding condition in the Merger Agreement is waived by the parties to such agreement. If the Business Combination Proposal is not approved, the other proposals, except the Adjournment Proposal, will not be presented to stockholders for a vote. If the other proposals are presented and approved, the Adjournment Proposal will not be presented.  If the Adjournment Proposal is presented, the other proposals will not be presented.

Q: How does the Pubco Board recommend that I vote with respect to the proposals subject to a stockholder vote at the Special Meeting?

A The Pubco Board has unanimously adopted the Merger Agreement and the transactions contemplated thereby and recommends that the Pubco Stockholders vote “FOR” each of the proposals.

Additional information on the recommendation of the Pubco Board is set forth in “Special Meeting of Stockholders—Recommendation of the Pubco Board” and “Proposal No. 1: The Business Combination Proposal—Pubco Board’s Reasons for the Business Combination.”

You should note that Pubco directors and executive officers, and their affiliates, may have interests in the Business Combination and the Spin-Off that are different from, or in addition to, the interests of other Pubco Stockholders generally. Information relating to the interests of Pubco’s directors and executive officers, and their affiliates, in the Business Combination and the Spin-Off is set forth in “The Business Combination and the Spin-Off—Interests of Pubco Directors and Executive Officers in the Business Combination.”

Q: Are the proposals conditioned on one another?

A: The Closing of the Business Combination is conditioned upon the approval by the Pubco Stockholders of the Business Combination Proposal, the Equity Plan Proposal, the Name Change Proposal and the Nasdaq Proposal. Accordingly, the Business Combination will not be consummated unless such proposals are approved or the corresponding condition in the Merger Agreement is waived by the parties to such agreement. The Merger is not conditioned on the approval of the Adjournment Proposal.

It is important for you to note that in the event the Business Combination Proposal, the Equity Plan Proposal, the Name Change Proposal and the Nasdaq Proposal do not receive the requisite vote for approval, and the parties to the Merger Agreement do not waive the corresponding condition in the Merger Agreement, then Pubco will not consummate the Merger. If the Business Combination Proposal is not approved, the other proposals, except the Adjournment Proposal, will not be presented to stockholders for a vote.

Q: What will be the business of Pubco after the consummation of the Business Combination and before the consummation of the Spin-Off?

A: Upon consummation of the Business Combination, Pubco will conduct Aero’s drone services business through its wholly owned subsidiary Aero. and will conduct Pubco’s pre-closing restaurant business through its wholly owned subsidiary BT Group.

Q: What will be the business of Pubco after the consummation of the Spin-Off?

A: Upon the consummation of the Spin-Off, Pubco will operate only in the drone services segment through Aero and Pubco’s pre-closing restaurant business will be operated by BT Group as an independent corporation.

Q: Why are the two companies proposing to merge?

A: In deciding to pursue the Business Combination, the Pubco Board considered numerous factors, including, among others, the following:

Please see the sections titled “The Merger—Pubco’s Reasons for the Merger” and “The Merger—Aero’s Reasons for the Merger.” for further information about Pubco’s reasons for the Business Combination.

Q: Does the Business Combination present risks for Pubco?

A: Yes. The Business Combination presents several risks to Pubco’s and Aero’s existing businesses and stockholders and none of the benefits considered by the Pubco Board and outlined above may come to fruition. For a more complete description of the risks related to the Business Combination, please see the sections of this proxy statement/prospectus titled “Risk Factors— Risks Related to the Business Combination.”

Q: What will happen if the Business Combination Proposal is not approved?

A: In the event the Business Combination Proposal does not receive the requisite vote for approval, none of the other proposals, except for the Adjournment Proposal, will be presented to Pubco’s stockholders. In such event, the Merger will not be consummated, Pubco will remain an independent public company, the Pubco Common Stock and Pubco IPO Warrants will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and the Spin-Off will not take place. In any event, Pubco will continue to file periodic reports with the SEC. The failure to complete the Business Combination could subject Pubco and its stockholders to certain risks. See “Risk Factors — If the Business Combination is not consummated, Pubco’s business could suffer materially and Pubco’s stock price could decline.”

Q: Will Pubco’s shares be traded on an exchange following the Business Combination?

A: It is a condition to Closing under the Merger Agreement that the shares of Pubco Common Stock be listed on Nasdaq. The Pubco Common Stock is expected to be listed on Nasdaq under the symbol “[●]” following the Business Combination.

Q: Who will serve as the directors and executive officers of Pubco after the consummation of the Business Combination?

A: Upon consummation of the Business Combination, it is expected that the Pubco Board will be comprised of five persons to be designated by Aero prior to Closing, all of whom will be elected under the Director Election Proposal. It is contemplated that the executive officers of Pubco immediately following the Closing will be: Mark Hastings, currently Aero’s Chairman and Chief Executive Officer, and Victoria Hay, currently Aero’s Chief Financial Officer. Additional information about the directors and executive officers of Pubco following the consummation of the Business Combination is set forth in “Management of Pubco Following the Business Combination.”

Q: Are there risks associated with the Business Combination and the Spin-Off?

A: Yes, there are important risks associated with the Business Combination and the Spin-Off. We encourage you to read carefully and in their entirety the sections of this proxy statement/prospectus titled “Cautionary Information Regarding Forward-Looking Statements” and “Risk Factors—Risks Related to the Business Combination.” These risks include, among others, risks relating to the uncertainty that the Business Combination will close and uncertainties relating to the performance of Pubco after the Business Combination and the Spin-Off.

Q: Do Pubco stockholders have appraisal rights in connection with the Business Combination or the Spin-Off?

A. No. Holders of Pubco Common Stock as of the record date for the Special Meeting that do not vote in favor of the Business Combination and the other proposals are not entitled to appraisal rights under the WBCA in connection with the Business Combination or the Spin-Off. Additional information about the Pubco Stockholders’ appraisal rights is set forth in “Appraisal Rights.”

Q: What are the material U.S. federal income tax consequences of the Business Combination to Pubco’s United States stockholders?

A: Pubco Stockholders will not sell, exchange or dispose of any shares of Pubco Common Stock as a result of the Business Combination, so the Business Combination should not result in recognition of gain or loss by the Pubco Stockholders for U.S. federal income tax purposes in respect of their shares of Pubco Common Stock. Please review the information in the section titled “Certain Material U.S. Federal Income Tax Consequences” for a more complete description of certain material U.S. federal income tax consequences of the Business Combination to holders of Pubco Common Stock.

Q: What are the material U.S. federal income tax consequences of the Spin-Off for holders of Pubco Common Stock?

A. Each of Pubco and Aero intends to take the position that the Spin-Off does not qualify for tax-free treatment under Section 355(a) of the Code. Accordingly, a U.S. Holder (as defined under the section titled “Certain Material U.S. Federal Income Tax Consequences”) that receives BT Group common stock in the Spin-Off generally will be treated, under Section 301 of the Code, as receiving a corporate distribution in an amount equal to the fair market value of the BT Group common stock received. The distribution will be treated as a taxable dividend to the extent of Pubco’s current and accumulated earnings and profits (“E&P”). Any portion of the Spin-Off in excess of E&P will be treated as a non-taxable return of capital to the extent of the U.S. Holder’s adjusted tax basis in its Pubco Common Stock, and any remaining excess will be capital gain. In addition, a U.S. Holder’s tax basis in the BT Group common stock received will equal its fair market value on the distribution date, and the U.S. Holder’s basis in Pubco Common Stock will be reduced (but not below zero) by the amount of any portion of the Spin-Off treated as a return of capital.

For more information, U.S. holders should carefully review the information set forth in the section titled “Certain Material U.S. Federal Income Tax Consequences” for a general discussion of the material U.S. federal income tax consequences of the Spin-Off, in addition to consulting their own tax advisors as to the specific tax consequences to them of the Spin-Off. Non-U.S. holders are urged to consult with their tax advisor regarding the U.S. federal income tax consequences of the Spin-Off.

Q: When and where will the Special Meeting be held?

A: The Special Meeting will be held on [●], 2026 at [●], Central time in the second-floor conference room at 10501 Wayzata Boulevard South, Minnetonka, Minnesota.

Q: Who is entitled to vote?

A: Holders of record of Pubco Common Stock at the close of business on the Record Date will be entitled to vote at the Special Meeting.

Q: What constitutes a quorum for the transaction of business at the Special Meeting?

A: A majority of the issued and outstanding Pubco Common Stock entitled to vote at the Special Meeting must be present, in person or represented by proxy, at the Special Meeting to constitute a quorum. Abstentions will be counted as present for the purpose of determining a quorum. Shares subject to broker non-votes will be counted as present for the purpose of determining a quorum, as long as the shares are entitled to vote on at least one matter.

Q: What vote is required to approve the proposals subject to a stockholder vote at the Special Meeting?

A: Assuming a quorum is present at the Special Meeting, approval of each of the Business Combination Proposal, the Equity Plan Proposal, the Name Change Proposal, the Nasdaq Proposal and the Adjournment Proposal requires that the number of votes cast in favor of such proposal exceed the number of votes cast against such proposal. The directors are elected by a plurality, meaning the five nominees in the Director Election Proposal that receive the most votes will be elected as directors.

Q: Are there any voting agreements with existing stockholders?

A: Yes. Concurrently with the execution of the Merger Agreement, Pubco and Aero entered into the Support Agreement with Gary Copperud, Pubco’s Chief Executive Officer. Under the Support Agreement, Mr. Copperud agreed, among other things, to vote all the shares of Pubco Common Stock beneficially owned by him in favor of the adoption of the Merger Agreement and the approval of the Business Combination and in favor of the other matters to be presented at the Special Meeting and against any alternative transaction. Mr. Copperud beneficially owns approximately 16.8% of the Pubco Common Stock outstanding as of December 30, 2025.

Q: Why is my proxy important?

A: If you do not attend the Special Meeting in person or by proxy, it will be more difficult for Pubco to obtain the necessary quorum to hold the Special Meeting. The Pubco Board has unanimously adopted the Merger Agreement and approved the transactions contemplated thereby and unanimously recommends that Pubco Stockholders vote “FOR” the proposals being considered at the Special Meeting.

Q: How many votes am I entitled to per share?

A: Each share of Pubco Common Stock entitles the holder thereof to one vote on each proposal at the Special Meeting. There are no cumulative voting rights.

Q: How can I vote my shares?

A: Pubco Stockholders may vote at the Special Meeting as follows:

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may vote your shares of Pubco Common Stock as follows:

To vote through the internet during the meeting, please visit [●]. You will be asked to provide the control number included in the Notice, your proxy card or the instructions that accompanied your proxy materials.

Beneficial Owner: Shares Registered in the Name of Broker or Bank. If your shares are held in “street name” by a bank, broker or other nominee, you should check the voting form used by that firm to determine how to vote. You may not vote shares held in “street name” by returning a proxy card directly to Pubco or by voting through participation at the Special Meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee.

Q: If my shares of Pubco Common Stock are held in “street name” by a broker or other nominee, will my broker or nominee vote my shares for me?

A: No. If your shares are held in “street name” by a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. You may not vote shares held in “street name” by returning a proxy card directly to Pubco or by voting through participation at the Special Meeting unless you have a “legal proxy,” which you must obtain from your bank, broker or other nominee. If you do not provide your broker with instructions on how to vote your “street name” shares, your broker will not be permitted to vote on the Business Combination Proposal, the Director Election Proposal, the Equity Plan Proposal, the Name Change Proposal or the Nasdaq Proposal. You should therefore be sure to provide your broker with instructions on how to vote your shares. You should check the voting form used by your broker to see if your broker offers telephone or Internet voting. If you do not give voting instructions to your broker, your shares will be counted towards a quorum at the Special Meeting but effectively will be treated as voting against the adoption of the Business Combination Proposal, the Nasdaq Proposal, the Director Election Proposal and the 2025 Equity Plan Proposal unless you appear and vote in person at the Special Meeting. If your broker holds your shares and you plan to attend and vote at the Special Meeting, please bring a “legal proxy” from your broker identifying you as the beneficial owner of the shares and authorizing you to vote.

Under the rules of Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not permitted to exercise their voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Special Meeting, other than the Adjournment Proposal, are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

For additional information on how to vote if your shares are held in “street name,” please see the sections titled “Special Meeting of Stockholders—Shares Held in ‘Street Name’” and “Special Meeting of Stockholders—Voting of Proxies; Incomplete Proxies.”

Q: What are broker non-votes and do they count for determining a quorum?

A: Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (i) has not received voting instructions from the beneficial owner and (ii) lacks discretionary voting power to vote those shares. As discussed above, a broker is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters.

Shares subject to broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the Special Meeting, as long as the shares are entitled to vote on at least one matter.

Approval of each of the Business Combination Proposal, the Nasdaq Proposal, the 2025 Equity Plan Proposal and the Adjournment Proposal requires that the number of votes cast in favor of such proposal exceed the number of votes cast against such proposal. Shares subject to broker non-votes with respect to a proposal will not be treated as votes cast on that proposal and accordingly will not have any effect with respect to the outcome of that proposal.

Q: What will happen if I return my proxy card without indicating how to vote?

A: If you sign and return your proxy card without indicating how to vote on any particular proposal, the Pubco Common Stock represented by your proxy will be voted as recommended by the Pubco Board with respect to that proposal.

Q: May I change or revoke my vote after I have delivered my proxy?

A: Yes. If you hold stock in your name as a stockholder of record, you may change your vote or revoke any proxy at any time before it is voted by (1) completing, signing, dating and returning a proxy card with a later date, (2) delivering a written revocation letter to Pubco’s corporate secretary, (3) attending the Special Meeting in person and asking to withdraw the proxy prior to its use for any purpose, or (4) voting by telephone or the internet at a later time (but prior to the internet and telephone voting deadline). If you choose to send a completed proxy card bearing a later date than your original proxy card, the new proxy card must be received before the beginning of the Special Meeting.

If your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions of your broker, bank or other nominee regarding the revocation of proxies.

Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please follow the instructions and vote in accordance with each proxy card and voting instruction card you receive.

Q: May I attend the Special Meeting in person?

A: Yes. You are entitled to attend the Special Meeting only if you were a stockholder as of the close of business on the Record Date, or if you are a duly appointed proxy of such a stockholder. If you were a stockholder of record on the Record Date, or a duly appointed proxy of such a stockholder, your name will be verified against the list of stockholders of record on the Record Date prior to your admission to the Special Meeting. If you hold shares of Pubco in “street name” through a bank, broker or other nominee, please bring a letter from the record holder of your shares confirming your beneficial ownership and a valid photo identification in order to be admitted to the meeting. A copy or printout of a brokerage statement will not be sufficient without a signed letter from the bank, broker or other nominee through which you beneficially own Pubco Common Stock. Pubco reserves the right to refuse admittance to anyone without proper proof of share ownership and without valid photo identification. In addition, you may not vote unless you also hold a “legal proxy” from your broker, bank or nominee.

Q: What do I need to do now?

A: After carefully reading and considering the information contained in this proxy statement/prospectus, please complete and sign your proxy card and return it in the enclosed postage-paid envelope as soon as possible so that your shares may be represented at the Special Meeting. Alternatively, you may cast your vote by telephone or Internet by following the instructions on your proxy card. You may also vote your shares at the Special Meeting in person by attending the meeting, as described above. To ensure that your vote is recorded, please vote your proxy as instructed on your proxy card, or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee, even if you currently plan to attend the Special Meeting in person.

Additional information on voting procedures is available under the heading “Special Meeting of Stockholders—Voting of Proxies; Incomplete Proxies” and “Special Meeting of Stockholders—Shares Held in ‘Street Name’.”

Q: What happens if I sell my shares of Pubco Common Stock after the Record Date but before the Special Meeting?

A: The Record Date is earlier than the date of the Special Meeting and the date that the Business Combination is expected to be completed. If you transfer your shares of Pubco Common Stock after the Record Date but before the date of the Special Meeting, you will retain your right to vote at such meeting (provided that such shares remain outstanding on the date of such meeting), but you will not have the right to receive any of the shares of BT Group distributed in the Spin-Off.

Q: What happens if I sell my shares of Pubco Common Stock or Pubco IPO Warrants after the completion of the Business Combination but before the declaration of the distribution of BT Group stock by which the Spin-Off will be completed?

A: If you sell your shares of Pubco Common Stock or Pubco IPO Warrants after the completion of the Business Combination but before the declaration of the distribution of BT Group stock to Pubco Stockholders you will not participate in the Spin-Off or receive shares of BT Group stock in the Spin-off. At such time as the Pubco Board declares the dividend will effect the Spin-Off, the Pubco Board will set a record date for holders entitled to participate in the distribution of BT Group stock to Pubco Stockholders and Pubco IPO Warrants, and only stockholders and warrantholders of record as of that record date will be entitled to participate in the distribution of the BT Group stock.

Q: Who can answer questions I may have about the Special Meeting and the proposals?

A: Any questions that Pubco Stockholders, banks or brokers may have concerning the Special Meeting can be addressed to Pubco, Inc., 10501 Wayzata Blvd. South, Suite102, Minnetonka, Minnesota 55305, attention: Kenneth Brimmer, (307) 274-3055, email: kbrimmer@itsburgertime.com.

Q: Where can I find more information about Pubco?

A: You can find more information about Pubco from the various sources described under the section entitled “Where You Can Find More Information.”

SUMMARY OF PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Proposals to be submitted for a vote at the Special Meeting, whether or not you plan to attend such meeting, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement/prospectus. The Merger Agreement is the legal document that governs the Business Combination. The Merger Agreement is also described in detail in this proxy statement/prospectus in the section entitled “The Merger Agreement.” This proxy statement/prospectus includes forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements.”

The Parties to the Business Combination

BT Brands, Inc.

Pubco owns and operates nine restaurants in the eastern two-thirds of the United States, including six Burger Time fast-food restaurants, Keegan’s Seafood Grille in Indian Rocks Beach, Florida; Pie In The Sky Coffee and Bakery in Woods Hole, Massachusetts; Schnitzel Haus in Hobe Sound, Florida. Pubco also owns an approximately 41% interest in publicly held Bagger Dave’s Burger Tavern, Inc., which owns six leased locations and operates five Bagger Dave’s restaurants in Michigan, Ohio, and Indiana. Pubco operates through a central management organization that provides continuity across our restaurant base by utilizing the efficiencies of a central management team.

Pubco’ historical objective has been to seek to build value for its stockholders in the food service industry by acquiring restaurant properties at attractive earnings multiples. During 2025, Pubco determined to pause its evaluation of business opportunities within the food service industry while focusing on working with an investment banker to explore strategic options in other industries.

The Company has announced that its 40.7% owned affiliate, Bagger Dave’s Burger Tavern, Inc. (OTC Markets: BDVB), is in the process of negotiating for the sale of five of its six Bagger Dave’s restaurant properties pursuant to this previously announced plan, Bagger Dave’s has received an offer to purchase five of the six locations and is currently evaluating this offer. Bagger Dave’s is also evaluating a non-binding letter of intent to purchase one of the five locations from another party. Each offer is subject to review and negotiations among the parties with a goal of completing the sale of Bagger Dave’s restaurant assets.

Pubco is a Wyoming corporation incorporated on January 19, 2016. Pubco’s executive office is located at 10501 Wayzata Blvd South, Suite 102, Minnetonka, MN 55305, and its telephone number is (307) 274-3055.

For more information regarding the business of Pubco, please see the section titled “Business” in the 2024 10-K, a copy of which is being delivered to Pubco Stockholders with this proxy statement/prospectus, which is incorporated herein by reference.

Aero Velocity, Inc.

Aero utilizes drone technology and data science techniques for advanced aerial mapping, data collection, and UAV-based commercial services. It offers its services through a DaaS model where it specializes in the deployment of multiple sensor solutions to identify bespoke, precise, and actionable solutions for clients. Aero also provides UAV-powered industrial inspections and infrastructure cleaning services. Aero’s expertise extends across multiple sectors, supporting government, corporate, and educational organizations in a broad range of applications such as precision agriculture, environmental monitoring and forestry management, defense and security, and rapid emergency response. Aero is also developing a contract drone manufacturing business as it continues to expand its comprehensive portfolio of drone technologies and services.

Aero is a Delaware corporation incorporated on April 3, 2024. Aero’s executive office is located at 3600 Park 42 Drive, Cincinnati, OH 45241, and its telephone number is (513) 224-4439.

Aero Merger Sub Inc.

Merger Sub was formed solely for the purpose of effectuating the Merger. Merger Sub does not own any material assets and does not operate any business. After the consummation of the Merger, Merger Sub will cease to exist as a separate legal entity.

Merger Sub is a Delaware corporation incorporated on September 2, 2025. Merger Sub’s executive office is located at c/o BT Brands, 10501 Wayzata Blvd South, Suite 102, Minnetonka, MN 55305, and its telephone number is (307) 274-3055.

The Transactions

The Merger

The Business Combination will be accomplished by the Merger of Merger Sub with and into Aero pursuant to the Merger Agreement, with Aero surviving as a direct, wholly owned subsidiary of Pubco. At the Effective Time, all of the outstanding shares of Aero Stock will be converted into the right to receive the Merger Consideration, consisting of an aggregate of 10,110 shares of Pubco Series A-1 Preferred Stock and Pubco Series A-2 Preferred Stock, the terms of which are described elsewhere in this proxy statement/prospectus. In addition, Pubco will be renamed “Aero Velocity, Inc.”

The Concurrent Financing

Concurrently with the Closing, the Aero Stockholders or their designees will invest a minimum of $3 million and up to a maximum of $5 million in Pubco Series B Preferred Stock in the Concurrent Financing, the terms of which are described elsewhere in this proxy statement/prospectus.

The Restructuring and the Spin-Off

Prior to the Closing, Pubco will complete the Restructuring, whereby Pubco will transfer to BT Group a wholly owned Wyoming subsidiary of Pubco,  all of Pubco’s assets and liabilities. After the Closing, on such appropriate date as is determined by the Pubco Board, Pubco will distribute all the shares of BT Group to the holders of the Pubco Common Stock (other than Pubco’s financial advisor, which has agreed not to participate in the Spin-Off) and, unless mutually agreed otherwise by the Parties prior to the Closing, to the holders of the Pubco IPO Warrants, in the Spin-Off. No holder of Pubco Preferred Stock will be entitled to receive any shares of BT Group in the Spin-Off.

The Merger Agreement and Related Agreements

Representations and Warranties; Covenants

The Merger Agreement contains representations and warranties of Aero relating to, among other things, organization and qualification; subsidiaries; power and authority relative to the Merger Agreement; there being no conflict between Aero’s charter documents and other legal requirements and the Transactions and requiring only certain governmental consents; compliance with applicable legal requirements; financial matters; having no undisclosed liabilities; the absence of certain changes or events; there being no claims against Aero before any governmental entity; employee benefit plans; labor matters; intellectual property; title to property; taxes; environmental matters; brokers; material contracts, customers and suppliers; affiliate transactions; and board approval.

The Merger Agreement contains representations and warranties of Pubco and Merger Sub relating to, among other things, organization and qualification; subsidiaries; power and authority relative to the Merger Agreement; there being no conflict between Pubco’s charter documents and other legal requirements and the Transactions and requiring only certain governmental consents; compliance with applicable legal requirements; Pubco SEC filings and financial statements; having no undisclosed liabilities; the absence of certain changes or events; there being no claims against Pubco before any governmental entity; employee benefit plans; labor matters; intellectual property; title to property; taxes; environmental matters; brokers; material contracts; affiliate transactions; and board approval.

Additionally, pursuant to the Merger Agreement, the Parties agreed to certain covenants, including among other things:

Exclusivity

Commencing on the date of the Merger Agreement and ending on the earlier of (a) the closing and (b) the date that the Merger Agreement is terminated in accordance with the terms thereof, neither Aero, Pubco nor Merger Sub or their Affiliates (as defined in the Merger Agreement), consultants, and representatives, will directly or indirectly, (A) encourage, solicit, initiate, engage, participate, enter into discussions or negotiations with any person concerning (i) any merger or sale of ownership interests in, or material assets of, such person or any of its subsidiaries, or a recapitalization, share exchange, or similar transaction with respect to such person, or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the ability of the Parties or any of their respective subsidiaries to consummate the Transactions (the transactions in subsections (i) and (ii), a “Competing Transaction”), (B) provide any information to, or take any other action intended or designed to facilitate the efforts of any person relating to a possible Competing Transaction or (C) approve, recommend or enter into any Competing Transaction or any contract related to any Competing Transaction.  If there is an unsolicited proposal for, or an indication of interest in entering into, a Competing Transaction, communicated in writing to Aero or Pubco or any of their respective representatives or agents (each, an “Alternative Proposal”), such party will advise the other party of the Alternative Proposal and the material terms and conditions of such Alternative Proposal and the identity of the Person making such Alternative Proposal. Additionally, notwithstanding anything in the Merger Agreement to the contrary, if, at any time prior to the closing, Pubco or any of its Affiliates, representatives or agents receives an unsolicited bona fide Alternative Proposal that did not result from a material breach of the Merger Agreement, the Pubco Board may take the actions otherwise prohibited by the Merger Agreement with respect to such Alternative Proposal, only if the Pubco Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that (A) such Alternative Proposal constitutes, or is reasonably likely to result in, a Superior Proposal (as defined below) and (B) the failure by the Pubco Board to take the actions prohibited by the Merger Agreement would constitute a breach of its fiduciary duties under applicable law. In the event the Pubco Board, after consultation with its financial advisors and outside legal counsel, determines that an Alternative Proposal constitutes a Superior Proposal, Pubco shall inform Aero of such fact and allow Aero time to modify the terms of the Transactions.  If, notwithstanding any such modification, Pubco still in good faith deems the Alternative Proposal to constitute a Superior Proposal, Pubco may terminate the Merger Agreement and enter into a definitive agreement with respect to such Superior Proposal, provided that Pubco delivers written notice to Aero that it intends to take such actions with respect to such Superior Proposal and Pubco (or its designee) pays to Aero the termination fee of $3,500,000. Pubco shall notify Aero as promptly as practicable upon becoming aware of any proposal or offer that constitutes, or could reasonably be expected to result in or lead to any Alternative Proposal after the date hereof.  “Superior Proposal” means a bona fide written Alternative Proposal made after the execution date of the Merger Agreement, that did not result from a breach of the Merger Agreement, that the Pubco Board in good faith determines (after consultation with its outside legal counsel and financial advisor(s)) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to Pubco than the Transactions after taking into account all such factors and matters deemed relevant in good faith by the Pubco Board.

Conditions to Closing

The respective obligations of each party to effect, or cause to be effected, the Transactions is subject to the satisfaction or waiver on or before the Effective Time of certain conditions, including, among others, that the Proposals have been approved by the required stockholders of Pubco at the Special Meeting and the Merger Agreement and the Merger shall have been duly adopted by the required Aero Stockholders.

The obligations of Pubco to effect the Transactions are subject to the satisfaction or waiver on or before the Effective Time of certain additional conditions, including, among others, the following: the representations and warranties of Aero shall be true and correct as of the Closing as though made on such date, subject to customary bringdown qualifications; each of the covenants and agreements of Aero to be performed as of or prior to the Closing shall have materially been performed; there shall not have been a Aero Material Adverse Effect (as defined in the Merger Agreement); and Pubco shall have entered into employment agreements with the persons named by Aero.

The obligations of Aero to effect the Transactions are subject to the satisfaction or waiver on or before the Effective Time of certain additional conditions, including, among others, the following: the representations and warranties of Pubco shall be true and correct in all material respects as of the Closing as though made on such date, subject to customary bringdown qualifications; each of the covenants and agreements of Pubco to be performed as of or prior to the Closing, including the Restructuring, shall have materially been performed; there shall not have been a Pubco Material Adverse Effect (as defined in the Merger Agreement); the listing on Nasdaq of the Pubco Common Stock issuable upon conversion of the Pubco Series A-1 Preferred Stock and Pubco Series A-2 Preferred Stock shall have been approved; Pubco will not have any liabilities  at Closing other than liabilities of BT Group and its subsidiaries, which will no longer be liabilities of Pubco as a result of the Spin-off; and Pubco shall have consummated the Concurrent Financing.

Termination

The Merger Agreement may be terminated and the Transactions abandoned at any time before the Effective Time: (A) by mutual written consent of the Pubco and Aero; (B) by either Pubco or Aero: (i) if the Closing has not occurred at or before the Termination Date, February 28, 2026; however, the Termination Date automatically will be extended to April 30, 2026 if the Registration Statement has not been declared effective by the SEC as of the original Termination Date and further provided that the right to terminate the Merger Agreement for this reason shall not be available to any Party whose action or failure to act has been a principal cause of or primarily resulted in the failure of the closing and such action or failure to act constitutes a breach of the Merger Agreement, (ii) if a Governmental Authority (as defined in the Merger Agreement) has issued an order or taken any other action having the effect of permanently restraining, enjoining, or otherwise prohibiting the Merger, (iii) if Pubco fails to obtain the vote required to pass the Proposals, (iv) if Aero fails to obtain the vote required to pass the proposals presented at the meeting of Aero Stockholders called for such purpose; (C) by Aero, if (i) any of the representations and warranties of Pubco contained in the Merger Agreement fail to be true and correct, except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, an a Pubco Material Adverse Effect, (ii) Pubco has breached or failed to perform or comply with any of its agreements and covenants under the Merger Agreement; provided, that if any inaccuracy or breach is curable by Pubco, then Aero may not terminate the Merger Agreement unless the inaccuracy or breach remains uncured for thirty days after notice from Aero to Pubco of such inaccuracy or breach, provided, further, that the right to terminate the Merger Agreement for these reasons will not be available if Aero is in breach in any material respect of its obligations under the Merger Agreement; (D) by Pubco, if (i) any of the representations and warranties of Aero contained in the Merger Agreement fail to be true and correct, except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, an Aero Material Adverse Effect, or (ii) Aero has breached or failed to perform or comply with any of its obligations under the Merger Agreement; provided, that if any inaccuracy or breach is curable by Aero, then Pubco may not terminate the Merger Agreement unless the inaccuracy or breach remains uncured for thirty days after notice from Pubco to Aero of such inaccuracy or breach, provided, further, that the right to terminate the Merger Agreement for these reasons will not be available if Pubco is in breach in any material respect of its obligations the Merger Agreement; or (E) by written notice from one party to the other if such party’s board of directors shall have determined to enter into a definitive agreement with respect to a Superior Proposal.

If the Merger Agreement is terminated by a party pursuant to subsection (E) above, the terminating party shall pay to the other party the sum of $3,500,000.

Support Agreement

Concurrently with the execution of the Merger Agreement, Pubco and Aero entered into the Support Agreement with Gary Copperud, Pubco’s Chief Executive Officer. Under the Support Agreement, Mr. Copperud agreed, among other things, to vote all the shares of Pubco Common Stock beneficially owned by him in favor of the adoption of the Merger Agreement and the approval of the Merger and in favor of the other matters to be presented at the Special Meeting and against any alternative transaction. Mr. Copperud beneficially owns approximately 16.8% of the Pubco Common Stock outstanding as of December 30, 2025.

Registration Rights Agreement

Pubco and the holders of the Parent Series A-1 Preferred Stock, Parent Series A-2 Preferred Stock and Parent Series B Preferred Stock will enter into a registration rights agreement, pursuant to which such stockholders will be entitled to customary demand and piggyback registration rights.

For more information, see “The Merger Agreement.”

Pro Forma Ownership After the Business Combination

Immediately after the Merger, we estimate that the continuing Pubco Stockholders will beneficially own 11% of the Pubco Common Stock (which includes 1,933,606 shares of Pubco Common Stock issued to Pubco’s financial advisor in the Merger) and the former Aero Stockholders will beneficially own 89% of the Pubco Common Stock, in each case accounting for the Pubco Preferred Stock on an as-converted basis, and further assuming (i) that Pubco has zero dollars of Net Cash or Net Debt as of the Closing, (ii) the Pubco IPO Warrants will not be exercised, and (iii) that the holders of the Pubco IPO Warrants will participate in the Spin-Off. The ownership percentages of both the continuing Pubco Stockholders and the former Aero Stockholders will be diluted to the extent shares of Series B Preferred Stock are issued in the Concurrent Financing.

Immediately after the Spin-Off, the Pubco Stockholders (other than the holders of the Pubco Preferred Stock) will own 100% of the outstanding shares of BT Group.

For more information, see “Proposal No. 1: The Business Combination Proposal” and “The Merger Agreement.”

Management of Pubco After the Business Combination

 Upon the consummation of the Business Combination, the business and affairs of Pubco will be managed by or under the direction of the Pubco Board. The Pubco Board will initially consist of five members, each of whom will hold office until his or her term expires at the next annual meeting of stockholders or until his or her death, resignation, or removal. Those directors will be: Mark Hastings, currently Aero’s Chairman and Chief Executive Officer, Nicholas H. Adler, Gabriel Arias Salgado, Marc Urbach and John Carr.

The officers of Pubco upon consummation of the Business Combination will be Mark Hastings as Chief Executive Officer (currently Aero’s Chairman and Chief Executive Officer) and Victoria Hay as Interim Chief Financial Officer (currently Aero’s Chief Financial Officer).

For more information, see “Management of Pubco Following the Business Combination.”

Material U.S. Federal Income Tax Consequences

Each of Pubco and Aero intends that the Merger, which is part of the Business Combination, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Assuming the Merger qualifies as a reorganization, in general, and subject to the qualifications and limitations set forth under “Material U.S. Federal Income Tax Consequences”:

U.S. Holders of Pubco Common Stock will retain their Pubco Common Stock in the Merger. Accordingly, Pubco Stockholders generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the Merger in respect of their shares of Pubco Common Stock, although U.S. Holders of Pubco Common Stock may be subject to U.S. federal income tax with respect to the shares of BT Group common stock they receive in the Spin-Off, as discussed under “Material U.S. Federal Income Tax Consequences—Material U.S. Federal Income Tax Consequences of the Spin-Off to U.S. Holders of Pubco Common Stock.” The holding period of such Pubco Stockholders in their Pubco Common Stock will remain unchanged.

Although the position is not free from doubt, each of Pubco and Aero intends that the Spin-Off will be treated as a taxable distribution pursuant to Section 301(a) of the Code. If so treated, the distribution of BT Group common stock in the Spin-Off generally will be treated, for U.S. Holders of Pubco Common Stock, as a dividend for U.S. federal income tax purposes to the extent of Pubco’s current and accumulated E&P as determined for U.S. federal income tax purposes. Any portion of the distribution in excess of Pubco’s E&P will be treated first as a non-taxable return of capital to the extent of the U.S. Holder’s tax basis in its Pubco Common Stock and thereafter as capital gain.

Completion of the Business Combination is not conditioned upon receipt of an opinion of counsel that the Merger qualifies as a reorganization under Section 368(a) of the Code, and the Business Combination will occur even if the Merger does not so qualify and Aero stockholders are fully taxed on the shares they receive in the Merger. Neither Pubco nor Aero intends to seek a ruling from the IRS regarding the U.S. federal income tax consequences described in this proxy statement/prospectus.

Tax matters are complicated, and the tax consequences of the Merger or the Spin-Off to a particular Aero Stockholder or Pubco Stockholder will depend on such stockholder’s specific facts and circumstances. Accordingly, you should consult your own tax advisor for a full understanding of the tax consequences of the transactions to you, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws and any applicable income tax treaties.

For more information, see “Material U.S. Federal Income Tax Consequences.”

Anticipated Accounting Treatment

It is anticipated that the Business Combination will be accounted for as a reverse acquisition in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). For accounting purposes, Aero will be considered to be acquiring Pubco in this transaction. Under the purchase method of accounting, the assets and liabilities of Pubco will be recorded at their respective fair values and added to those of Aero.

All unaudited pro forma financial information contained in this proxy statement/prospectus has been prepared using the purchase method to account for the Business Combination. The final allocation of the purchase price will be determined after the Merger is completed and after completion of an analysis to determine the assigned fair values of Pubco’s tangible and identifiable intangible assets and liabilities. In addition, estimates related to transaction expenses are subject to final determination. Accordingly, the final purchase accounting adjustments may be materially different from the unaudited pro forma adjustments.

For more information, see “Proposal No. 1: The Business Combination Proposal — Anticipated Accounting Treatment” and “Unaudited Pro Forma Condensed Combined Financial Information.”

Regulatory Matters

 The Business Combination and the other Transactions are not subject to any regulatory requirement or approval, except for (i) filings with the Secretary of State of the State of Delaware necessary to effectuate the Merger and (ii) compliance with applicable U.S. federal and state securities laws and the rules of Nasdaq, including the requirement to file the Registration Statement and to deliver this proxy statement/prospectus to the Pubco Stockholders and the Aero Stockholders.

Proposals to be Considered at the Special Meeting

The Pubco Board has called the Special Meeting to consider and vote on the following Proposals:

For more information, see “Proposal No. 1: The Business Combination Proposal,” “Proposal No. 2: The Director Election Proposal,” “Proposal No. 3: The Equity Plan Proposal,” “Proposal No. 4: The Name Change Proposal,” “Proposal No. 5: The Nasdaq Proposal,” and “Proposal No. 6: The Adjournment Proposal.”

Pubco Board’s Reasons for the Business Combination

 The Pubco Board unanimously approved the Merger Agreement, the Business Combination and the other Transactions. The Pubco Board, in evaluating the transaction with Aero, consulted with its legal counsel, financial advisors, accounting advisors and other consultants. In resolving (i) that the terms and conditions of the Merger Agreement and the Business Combination are advisable, fair to and in the best interests of Pubco and its stockholders and (ii) to recommend that the Pubco Stockholders adopt the Merger Agreement and approve the Business Combination Proposal and the other Proposals, the Pubco Board considered and evaluated a number of factors, including, but not limited to:

The Business Combination presents several risks to Pubco’s and Aero’s existing businesses and stockholders and none of the benefits considered by the Pubco Board and outlined above may come to fruition. For more information, see “Proposal No. 1: The Business Combination Proposal — Pubco Board’s Reasons for the Business Combination.”

Interests of Pubco’s Directors and Executive Officers in the Business Combination

Other than with respect to continued indemnification by Pubco after the Business Combination, as of the date of this proxy statement/prospectus, Pubco directors and executive officers do not have interests in the Merger that are different from, or in addition to, the interests of other Pubco Stockholders generally.

For more information, see “Proposal No. 1: The Business Combination Proposal — Interests of Pubco’s Directors and Executive Officers in the Business Combination.”

Appraisal Rights

Pubco Stockholders do not have appraisal or dissenters’ rights in connection with the Business Combination under the WBCA.

Special Meeting

The Special Meeting will be held on [●], 2026 at [●], Central time in the second-floor conference room at 10501 Wayzata Boulevard South, Minnetonka, Minnesota. Only holders of record of shares of Pubco Common Stock outstanding at the close of business on [●], 2026, the Record Date, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. You are entitled to attend the Special Meeting if you were a Pubco Stockholder as of the Record Date or if you hold a valid proxy for the Special Meeting. If you were a stockholder of record on the Record Date, your name will be verified against the list of stockholders of record on the Record Date prior to your admission to the Special Meeting. If you are not a stockholder of record but hold shares through a broker, bank or nominee (i.e., in street name), you may still attend the meeting if you provide proof of beneficial ownership on the Record Date, such as your most recent account statement prior to [●], a copy of the voting instruction card provided by your broker, bank or nominee, or other similar evidence of ownership; however, you may not vote unless you also hold a “legal proxy” from your broker, bank or nominee.

At the Special Meeting, Pubco Stockholders will be asked to consider and vote upon the following proposals:

The Business Combination will not be consummated unless all the Proposals (other than the Adjournment Proposal) are approved or the corresponding condition in the Merger Agreement is waived by the parties to such agreement. If the Business Combination Proposal is not approved, the other proposals, except the Adjournment Proposal, will not be presented to stockholders for a vote. If the other Proposals are presented and approved, the Adjournment Proposal will not be presented.  If the Adjournment Proposal is presented, the other Proposals will not be presented.

Each Pubco Stockholder is entitled to one vote on each proposal for each share of Pubco Common Stock held of record on the Record Date.

A quorum of Pubco Stockholders is necessary to conduct business at the Special Meeting. The presence in person or by proxy of the holders of a majority of the issued and outstanding shares of Pubco Common Stock entitled to vote at the Special Meeting will constitute a quorum. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the Special Meeting. Since all of the proposals for consideration at the Special Meeting are considered “non-routine” matters, shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the Pubco Stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals brought before the Special Meeting.

Assuming a quorum is present at the Special Meeting, approval of each of the Business Combination Proposal, the Equity Plan Proposal, the Name Change Proposal, the Nasdaq Proposal and the Adjournment Proposal requires that the number of votes cast in favor of such proposal exceed the number of votes cast against such proposal. The directors are elected by a plurality, meaning the five nominees in the Director Election Proposal that receive the most votes will be elected as directors.

For more information, see “Special Meeting of Stockholders.”

Smaller Reporting Company

Pubco is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain scaled disclosure requirements, including, among other things, providing only two years of audited financial statements. Pubco will remain a smaller reporting company for so long as the market value of its voting and non-voting common equity held by non-affiliates is less than $250.0 million measured on the last business day of its second fiscal quarter or its annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of its common equity held by non-affiliates is less than $700.0 million measured on the last business day of its second fiscal quarter.

Controlled Company

Upon the Closing, [●] will hold a majority of the voting stock of Pubco. Accordingly, [●] will have the ability to determine the outcome of all matters requiring approval by stockholders, including the election of directors, amendments of organizational documents, and approval of major corporate transactions, such as a change in control, merger, consolidation, or sale of assets.

As a result of the foregoing, Pubco will be a “controlled company” within the meaning of applicable rules of Nasdaq. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and is exempt from certain of Nasdaq’s corporate governance requirements, including the requirements (a) that a majority of the company’s board consists of independent directors; (b) that the company maintain a compensation committee to approve, or recommend for approval, the compensation of the company’s chief executive officer and other executive officers, which satisfies certain requirements as to its formal written charter, composition and authority and responsibilities; and (c) that director nominees be either selected, or recommended for selection, either by independent directors or a nominating committee comprised of independent directors, and that the nominations process be set forth in a formal written charter or board resolution.

Pubco presently does not intend to take advantage of these exemptions. If Pubco determines to rely on any of these exemptions from Nasdaq’s corporate governance requirements in the future, investors may not have the same protections afforded to stockholders of companies that are subject to all such requirements. In the event that Pubco chooses to take advantage of these exemptions in the future, and subsequently ceases to be a “controlled company” and its shares continue to be listed on Nasdaq, it will be required to comply with all Nasdaq’s corporate governance requirements within the applicable transition periods.

Summary Risk Factors

The Business Combination, Pubco and Aero are subject to numerous risks and uncertainties. You should carefully consider all the information set forth and incorporated by reference in this proxy statement/prospectus, particularly the risks set forth in the section entitled “Risk Factors” of this proxy statement/prospectus and the section entitled “Risk Factors” in Pubco’s 2024 10-K, a copy of which is being delivered to Pubco Stockholders with this proxy statement/prospectus. Such risks include, but are not limited to:

Risks Related to the Business of Aero

Risks Related to the Business Combination

Risks Related to Pubco’s Securities

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information is based on the historical financial statements of Pubco and Aero, as adjusted to give effect to the Business Combination and the other Transactions. The summary unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

The summary unaudited pro forma condensed combined balance sheet information as of September 30, 2025 gives pro forma effect to the Transactions as if they had been consummated on September 30, 2025. The summary unaudited pro forma condensed combined statement of operations information for the fiscal year ended December 31, 2024 and the nine months ended September 30, 2025 gives effect to the Transactions as if they had occurred on January 1, 2024, the beginning of the earliest period presented.

The summary unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information and the accompanying notes thereto set forth in this proxy statement/prospectus in the section titled “Unaudited Pro Forma Condensed Combined Financial Statements.” The summary unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements of Pubco and Aero and the related notes thereto included elsewhere in this proxy statement/prospectus, as well as the disclosures contained in the sections entitled “Pubco’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Aero’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The summary unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily reflect what the combined company’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the summary unaudited pro forma condensed combined financial information is not useful in predicting the combined company’s future financial condition and results of operations after the Business Combination. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The summary unaudited pro forma adjustments represent management’s estimates based on information available as of the date of this proxy statement/prospectus and are subject to change as additional information becomes available and analyses are performed.

The assumptions and estimates underlying the unaudited adjustments to the pro forma condensed combined financial statements are described in the accompanying notes, which should be read together with the pro forma condensed combined financial statements.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS

AS OF SEPTEMBER 30, 2025

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2024

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 – Basis of Presentation

The Aero historical financial information has been derived from, its financial statements including the audited abbreviated financial statements as of June 5, 2024 and the audited financial statements as of December 31, 2024 and from the unaudited financial statements for the nine months ended September 30, 2025.  For BT Brands, amounts are derived from condensed consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarter ended September 28, 2025, and Annual Report on Form 10-K for the year ended December 29, 2024.

The historical financial statements of Aero and BT Brands have been adjusted in the unaudited pro forma condensed combined financial statements to give pro forma effect to the accounting for the business combination under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) (“Pro Forma Transactions Adjustments”). The unaudited pro forma condensed combined financial statements and related notes were prepared using the acquisition method of accounting in accordance with ASC 805, with Aero treated as the acquirer of BT Brands. ASC 805 requires, among other things, that the assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma condensed combined financial statements, the estimated preliminary purchase consideration in the business combination has been allocated to the assets acquired and liabilities assumed of BT Brands based upon management’s preliminary estimate of their fair values as of the acquisition date. The allocations of the purchase price reflected in these unaudited pro forma condensed combined financial statements have not been finalized and are based upon the best available information at the current time. 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. The completion of the final allocation of the purchase price could cause material differences in the information presented.

The unaudited pro forma condensed combined financial statements and related notes herein present unaudited pro forma condensed combined financial condition and results of operations of Aero, after giving pro forma effect to the Pro Forma Transactions.

The business combination, the Pro Forma Transactions and the related adjustments are described in these accompanying notes to the unaudited pro forma condensed combined financial statements.

Note 2 – Conforming Accounting Policies

The accounting policies used in the preparation of these unaudited pro forma condensed combined financial statements are those set out in Aero’s audited financial statements as of December 31, 2024, and for the period then ended and Aero’s unaudited condensed financial statements as of and for the nine months ended September 30, 2025. During the preparation of this unaudited pro forma condensed combined financial information, management performed a preliminary analysis of BT Brands’s financial information to identify differences in accounting policies as compared to those of Aero. With the information currently available, Aero’s management has determined that there were no significant accounting policy differences between Aero and BT Brands and, therefore, no adjustments were made to conform BT Brands’s financial statements to the accounting policies used by Aero in the preparation of the unaudited pro forma condensed combined financial statements. This conclusion is subject to change, as further assessment will be performed and finalized for purchase accounting purposes.

As part of the application of ASC 805, Aero will continue to conduct a more detailed review of BT Brands’s accounting policies in an effort to determine if differences in accounting policies require further reclassification or adjustment of BT Brands’s results of operations or reclassification or adjustment of assets or liabilities to conform to Aero’s accounting policies and classifications. Therefore, Aero may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information.

Note 3 – Estimated Consideration and Preliminary Purchase Price Allocation

The unaudited pro forma condensed combined financial statements reflect the preliminary allocation of the effectively transferred purchase consideration of $12.5 million to identifiable net assets acquired. The following table summarizes the consideration transferred to acquire BT Brands and preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date:

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. These adjustments may include changes in 1) fair values of property and equipment, 2) changes in allocations to intangible assets such as customer relationships, intellectual property, and goodwill, and 3) other changes to assets and liabilities.

Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Financial Statements

The unaudited pro forma adjustments included in the Unaudited Pro Forma Condensed Combined Financial Statements are as follows:

Balance Sheets

The pro forma adjustments have been reflected in the Transaction Adjustments column in the accompanying unaudited pro forma condensed combined balance sheets as of September 30, 2025. All adjustments are based on preliminary assumptions and valuations, which are subject to change. The pro forma adjustments give effect to the Business Combination as if it had occurred as of September 30, 2025, and combine the historical balance sheets of Aero Velocity and BT Brands as of that date.

a) Merger consideration

In accordance with the terms of the Merger Agreement, BT Brands’ stock in the amount of $12.5 million will be effectively transferred as part of the Merger Consideration. The fair value of consideration is based on the number of equity interests BT Brands will issue to Aero Velocity shareholders in the combined entity, comprised of shares of Series A-1 Convertible Preferred Stock (“Series A-1 Preferred Stock”), with a stated value of $11,100,000, and shares of Series A-2 Convertible Preferred Stock (“Series A-2 Preferred Stock”), with a stated value of $90,000,000. The shares of A-2 Preferred.

As a result of the merger, in accordance with ASC 805, the transaction will give rise to the recognition of goodwill, representing the excess of the total estimated merger consideration over the preliminary fair value of the net identifiable assets acquired. The amount of goodwill recognized may change upon completion of the final allocation of the purchase price.

The unaudited pro forma condensed combined financial statements have been adjusted to remove BT Brands’ historical shareholders’ equity including treasury shares, accumulated deficit, and additional paid-in capital prior to the merger.

b) Concurrent financing

The Merger Agreement provides for the option to invest up to $5 million at closing, with a minimum investment of $3 million. The unaudited pro forma condensed combined balance sheet reflects the minimum $3 million investment, the concurrent financing for Series B Preferred Stock shares is presented as an increase to preferred stock and a corresponding increase to cash and cash equivalents. The shares of Series B Preferred Stock are expected to be convertible into an estimated aggregate 1,639,344 common shares.

c) Elimination of BT Brands accumulated deficit

Adjustment represents the elimination of the BT Brands accumulated deficit upon consummation of the merger.

d) Transaction costs

Adjustment represents the transaction-related costs expected to be incurred.

e) Shares issued to Maxim Group LLC

Represents the shares issued to Maxim Group LLC as compensation for advisory services provided to BT Brands. The value of the shares issued to Maxim is 3.5% of the $101,100,000 merger value of Aero, calculated based on an agreed stock price of $1.83 per share, resulting in the issuance of 1,933,606 common shares with a par value of $0.002 per share.

(f) Cancellation of treasury stock

Adjustment represents the cancellation of treasury stock upon consummation of the merger.

Statements of Operations

The following pro forma adjustments have been reflected in the Transaction Adjustments column in the accompanying unaudited pro forma condensed combined statements of operations for the nine months ended September 28, 2025, and the year ended December 31, 2024. All adjustments are based on preliminary assumptions and valuations, which are subject to change. The pro forma adjustments reflect the effect of the Pro Forma Transactions on Aero’s and BT Brands’ historical consolidated statements of operations as if the business combination occurred on January 1, 2024.

g) Merger Transaction costs

The pro forma statements of operations for the year ended December 31, 2024, were adjusted to include the expected transaction costs, including an estimated amount of $3,538,000 related to Maxim Advisory fees, giving effect to the business combination as if it had been completed as of January 1, 2024.

(h) Weighted average shares outstanding

The weighted-average shares outstanding have been adjusted to reflect the issuance of compensation shares as if the merger had occurred on January 1, 2024.

COMPARATIVE PER SHARE INFORMATION

The following tables set forth per share data for Pubco and Aero on a stand-alone basis and on an unaudited pro forma combined basis, as follows:

The pro forma book value information reflects the Transactions as if they had occurred on September 30, 2025. The weighted average shares outstanding and net earnings per share information reflect the Transactions as if they had occurred on January 1, 2024.

The pro forma book value information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information and the accompanying notes thereto set forth in this proxy statement/prospectus in the section titled “Unaudited Pro Forma Condensed Combined Financial Statements.” The pro forma book value information should be read in conjunction with the historical financial statements of Pubco and Aero and the related notes thereto included elsewhere in this proxy statement/prospectus, as well as the disclosures contained in the sections entitled “Pubco’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Aero’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”.

The unaudited pro forma combined net income per share information for the nine months ended September 30, 2025 and the fiscal year ended December 31, 2024 below does not purport to represent the combined net loss per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Pubco and Aero would have been had the companies been combined during the periods presented.

RISK FACTORS

You should carefully consider the information under the heading “Risk Factors” in Pubco’s 2024 Form 10-K, which is incorporated by reference into this proxy statement/prospectus as described under “Incorporation of Certain Information by Reference” below, and a copy of which is being delivered to Pubco Stockholders together with this proxy statement/prospectus, and the risk factors set forth below, together with all of the other information in this proxy statement/prospectus, including the financial information, before deciding how to vote or instruct your vote to be cast on the proposals described in this proxy statement/prospectus.

The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, Pubco’s and Aero’s business, financial condition and results of operations. If any of the risk factors described below materialize, the combined company’s business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of Pubco’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of Pubco and Aero. There may be additional risk factors that are not known to Pubco’s and Aero’s management, or that they deemed immaterial, based on the information available as of the date of this proxy statement/prospectus.

Risks Related to the Business of Aero

Unless the context otherwise requires, references in this section to “we,” “us,” “our,” the “Company” and “Aero Velocity” are to Aero.

We have a history of operating losses and expect to incur significant additional operating expenses.

As of December 31, 2024 and September 30, 2025, we had an accumulated deficit of approximately $574,000 and $1,234,820, respectively. We are currently still incurring net losses as we continue to invest in our business strategy and grow our business. As a result, we cannot predict when we will generate sufficient cash flows from operations to cover our operating expenses. Moreover, even if we achieve profitability, given the competitive and evolving nature of the industries in which we operate, we may be unable to sustain or increase profitability and failure to do so would adversely affect our business, including our ability to raise additional funds.

We will need additional funding and may be unable to raise capital when needed, which would force us to delay, curtail or eliminate one or more of our research and development programs or commercialization efforts.

Our operations have consumed cash since inception. We expect to continue to spend substantial amounts on product and market development. We will require additional funds to support our continued development activities, as well as the costs of commercializing, marketing and selling any existing and new products and/or services resulting from those activities. Until such time, that we can generate sufficient revenue and achieve profitability, we will need to meet our future cash needs through equity or debt financings. There can be no assurance that we will be successful in our capital raising efforts.

If we are unable to raise additional capital as needed, we may have to delay, curtail, or eliminate commercializing, marketing and selling one or more of our solutions. Should the financing we require be unavailable to us, or on terms unacceptable to us when we require it, the consequences could have a material adverse effect on our business, operating results, financial condition, and prospects.

In addition, if additional funds are obtained through arrangements with collaborative partners or other non-dilutive sources, we may have to relinquish economic and/or proprietary rights to some of our technologies or products under development that we would otherwise seek to develop or commercialize by ourselves. Such events may have a material adverse effect on our business, operating results, financial condition and prospects.

We operate in evolving markets, which makes it difficult to evaluate our business and future prospects.

Our technologies and aerial services are and will be sold in new and rapidly evolving markets. The commercial UAV industry is in the early stages of customer adoption and the FAA’s definition of regulations relating to the integration of commercial drones into the U.S. National Airspace System is rapidly evolving. Accordingly, our business and future prospects may be difficult to evaluate. We cannot accurately predict the extent to which demand for our drone systems and solutions will increase, if at all. The challenges, risks and uncertainties frequently encountered by companies in rapidly evolving markets could impact our ability to do the following:

If we fail to address these and other challenges, risks and uncertainties successfully, our business, results of operations and financial condition could be materially harmed.

Successful technical development of our products does not guarantee successful commercialization.

Although we have successfully built our Drones-as-a-Service product suite and it is ready for sale or subscription, we may still fail to achieve commercial success for several reasons, including, among others, the following:

Our success in the market for the products and services we develop will depend largely on our ability to properly demonstrate their capabilities. Upon demonstration, our solutions may not have the capabilities they were designed to have or that we believed they would have. Furthermore, even if we do successfully demonstrate our products’ or services’ capabilities, potential customers may be more comfortable doing business with our competitors; or may not feel there is a significant need for the services we develop. As a result, significant revenue from our current and new product investments may not be achieved for several years, if at all, and that will affect our profitability.

We depend on contracts with the U.S. government for a portion of our revenue. If our relationships with U.S. government agencies were harmed, our business, future revenue and growth prospects would be adversely affected. 

We derive revenue from U.S. government customers. We expect that U.S. government contracts will continue to be a primary source of our revenue for the foreseeable future. Our business, prospects, financial conditional or operating results would be materially harmed if: 

U.S. government spending and mission priorities may change in a manner that adversely affects our future revenue and limits our growth prospects. 

Our business depends upon continued U.S. government expenditures. These expenditures have not remained constant over time and have been reduced in certain periods. Our business, prospects, financial condition or operating results could be materially harmed among other causes by the following: