BT Brands delays Q1 2026 10-Q; preliminary $750K loss

Rhea-AI Filing Summary

BT Brands, Inc. filed a Form 12b-25 notifying the SEC it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended March 29, 2026 and expects to use the extension period provided by Rule 12b-25 to file the Form 10-Q.

The company cites management and counsel work related to a previously disclosed proposed business combination with Aero Velocity Inc., the effectiveness of a related registration statement, the subsequent termination of the merger agreement, and resulting revisions to transaction-related disclosure and financial review. The registrant also states preliminary results showing a prospective net loss of approximately $750,000 for the quarter versus a prior-period net loss of $330,000, driven primarily by an unrealized loss on marketable securities of approximately $425,000. The amounts are preliminary and subject to completion of quarterly close and review procedures.

Positive

• None.

Negative

• Preliminary net loss approximately $750,000 for the quarter ended March 29, 2026, wider than prior-period loss of $330,000.
• Unrealized loss on marketable securities of approximately $425,000 contributed materially to the increased loss.
• Delay in filing due to post-termination revisions, which may defer investor access to finalized financials until the Form 10-Q is filed.

Insights

Financial Reporting Expert

Late filing tied to merger termination and additional disclosure work.

The notification explains that review and revision of transaction-related disclosure following termination of the proposed merger with Aero Velocity Inc. prevented timely completion of the Form 10-Q. The company states it will file within the Rule 12b-25 extension period.

Preliminary figures show a larger net loss of $750,000 versus $330,000 in the prior year quarter, with an unrealized loss on marketable securities of $425,000. These figures are described as preliminary pending close and review; subsequent filings will provide finalized amounts.

M&A / Transactions Analyst

Termination of the merger and registration work created material disclosure changes to the 10-Q.

The filing states management and counsel devoted time to the registration statement effectiveness and the merger agreement termination, and that the 10-Q requires edits to remove or update transaction-related disclosure and to address related expenses and contingencies.

Transaction-related professional fees were incurred after the quarter end; the company identifies these costs as a contributor to the filing delay. Future disclosures (the filed 10-Q) should quantify these fees and any contingent obligations.

Key Figures

Preliminary net loss: $750,000 Prior-period net loss: $330,000 Unrealized loss on marketable securities: $425,000 +2 more

5 metrics

Preliminary net loss $750,000 Quarter ended March 29, 2026

Prior-period net loss $330,000 Quarter ended March 31, prior fiscal year

Unrealized loss on marketable securities $425,000 Quarter ended March 29, 2026

Form type delayed Form 10-Q Quarter ended March 29, 2026; notification filed on Rule 12b-25

Related transaction Termination of merger agreement Proposed business combination with Aero Velocity Inc.

Key Terms

Form 12b-25, unrealized loss on marketable securities, registration statement effectiveness, transaction-related professional fees

4 terms

Form 12b-25 regulatory

"notification that the registrant cannot timely file its Form 10-Q"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

unrealized loss on marketable securities financial

"primarily attributable to an unrealized loss on marketable securities of approximately $425,000"

registration statement effectiveness regulatory

"efforts directed toward the effectiveness of the related registration statement"

transaction-related professional fees financial

"incurred transaction-related professional fees and other expenses in connection with its previously disclosed proposed business combination"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did BTBD file a Form 12b-25 for the quarter ended March 29, 2026?

BTBD filed because management and counsel dedicated time to matters tied to a proposed merger and its termination, requiring additional disclosure revisions and financial review before completing the Form 10-Q.

When does BTBD expect to file the delayed Form 10-Q?

The company expects to file the Form 10-Q within the extension period provided by Rule 12b-25; specific filing date is not given in the notification.

What preliminary results did BTBD disclose for the quarter ended March 29, 2026?

BTBD currently expects a preliminary net loss of approximately $750,000 versus a prior-period net loss of $330,000, per the attachment to the notification.

What drove the increased net loss reported by BTBD?

The company attributes the larger loss primarily to an unrealized loss on marketable securities of approximately $425,000 and transaction-related professional fees tied to the terminated merger.

Are the preliminary figures final?

No. The amounts are preliminary and remain subject to completion of the registrant’s quarterly close and review procedures before the Form 10-Q is filed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/12/2026 - 05:05 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

		FORM 12b-25		SEC FILE NUMBER
				333-233233
		NOTIFICATION OF LATE FILING		CUSIP NUMBER
				0557MQ 206

(Check one): ☐ Form 10-K      ☐ Form 20-F      ☐ Form 11 -K      ☒ Form 10-Q      ☐ Form 10-D      ☐ Form N-SAR     ☐ Form N-CSR

	For Period Ended: March 29, 2026
	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q
	☐	Transition Report on Form N-SAR
	For the Transition Period Ended: ___________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

BT Brands, Inc.

Full Name of Registrant

Former Name if Applicable

10501 Wayzata Blvd South, Suite 102,

Address of Principal Executive Office (Street and Number)

Minnetonka, MN 55305

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

BT Brands, Inc. (the “Registrant”) is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2026 within the prescribed time period. During the period leading up to the filing deadline, management and counsel devoted substantial time and resources to matters relating to the Registrant’s previously disclosed proposed business combination with Aero Velocity Inc., including efforts directed toward the effectiveness of the related registration statement, the subsequent termination of the merger agreement, and the revision of the Registrant’s quarterly report to reflect the termination of the transaction and related disclosure updates. As a result, the Registrant requires additional time to complete its review of the Form 10-Q, including revisions to remove or update transaction-related disclosure, address the termination of the merger agreement and related matters, review transaction-related expenses and contingencies, and complete the related financial statement and MD&A review. The Registrant expects to file the Form 10-Q within the extension period provided by Rule 12b-25.

(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Kenneth Brimmer		(307)		274-3055
	(Name)		(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒       No  ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ? Yes ☒       No  ☐ If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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BT Brands, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date	May 12, 2026	By.	/s/ Kenneth Brimmer
			Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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ATTACHMENT IN RESPONSE TO PART IV, QUESTION 3:

The Registrant expects to report a significant change in results of operations for the fiscal quarter ended March 29, 2026 compared to the corresponding period of the prior fiscal year. The Registrant currently expects to report a net loss of approximately $750,000 for the fiscal quarter ended March 29, 2026, compared to a net loss of approximately $330,000 for the corresponding period of the prior fiscal year. The increase in net loss is primarily attributable to an unrealized loss on marketable securities of approximately $425,000 during the fiscal quarter ended March 29, 2026. These amounts are preliminary and remain subject to completion of the Registrant’s quarterly close and review procedures.

The Registrant also incurred transaction-related professional fees and other expenses in connection with its previously disclosed proposed business combination with Aero Velocity Inc., which was terminated after the end of the quarter.

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