M&A - Twin Vee PowerCats, Co.

Form Type: 10-K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: Update

Accession Number: 000173112225000412

Filing Summary: Twin Vee PowerCats Co. filed its Form 10-K for the fiscal year ending December 31, 2024. The company reported a merger with Forza X1, Inc., which became effective on November 26, 2024, where Forza was merged into Twin Vee Merger Sub, Inc., a wholly-owned subsidiary of Twin Vee. As part of this transaction, all outstanding shares of Forza common stock were converted into shares of Twin Vee common stock at a specified conversion rate. Following the merger, Forza's stock options were adjusted accordingly, and a new board of directors was established for Twin Vee, changing its composition slightly. Twin Vee also highlights ongoing challenges such as significant losses in previous fiscal years, dependency on a network of independent dealers, and industry volatility. The company is shifting its business strategy to enhance throughput and integrate new product lines while expanding their market presence through added dealer representation. Revenue is primarily derived from boat sales with an ambitious goal to capture an increased market share.

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Form Type: 8-K

Filing Date: 2025-02-10

Corporate Action: Acquisition

Type: New

Accession Number: 000173112225000193

Filing Summary: On February 4, 2025, Twin Vee PowerCats Co. entered into a Sale Agreement with Revver Digital, LLC to acquire certain intellectual property related to online marketplace services for yachts and boats. The Sale Agreement, effective from the same date, allows Twin Vee PowerCats to license the intellectual property pending the closing of the acquisition, which will require a payment of $5,000,000 as the Minimum Purchase Price. The Payment includes a revenue-sharing royalty of six percent of the Aggregate Subscription Revenue related to the business. The Closing is contingent upon satisfying specific conditions and must occur no later than thirty business days after the payment of the Minimum Purchase Price or by the sixth anniversary of the effective date, whichever comes later. The agreement outlines indemnification clauses and specifies liabilities assumed by both parties. Additionally, on February 10, 2025, a press release was issued regarding this Sale Agreement.

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Form Type: SCHEDULE 13D

Filing Date: 2025-01-03

Corporate Action: Merger

Type: New

Accession Number: 000173112225000008

Filing Summary: The document reports on the beneficial ownership of shares by Joseph C. Visconti, Chairman of the Board and CEO of Twin Vee PowerCats Co. As of December 31, 2024, he beneficially owns 20.8% of the company's common stock, which totals 3,271,854 shares. This percentage is based on 14,874,480 shares issued and outstanding. The report details that shares were acquired through personal purchase, compensation, and notably as merger consideration from two significant mergers: (1) the merger of Twin Vee Powercats, Inc. with Twin Vee PowerCats Co. effective November 29, 2022, and (2) the merger of Twin Vee Merger Sub, Inc. with Forza X1, Inc., effective November 26, 2024. The report emphasizes that no transactions in securities of the Issuer occurred in the last 60 days and confirms no other persons have rights to dividends or sales proceeds from his holdings.

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