VEEE

Business Context and Reporting Period

Company: Twin Vee PowerCats Co. (VEEE)
Filing Type: Form 8-K (Current Report)
Date of Report: November 26, 2024
Event: Completion of the acquisition of Forza X1, Inc. ("Forza") via a merger agreement dated August 12, 2024. The merger became effective on November 26, 2024, with Forza surviving as a wholly-owned subsidiary of Twin Vee.

Key Financial Metrics and Transaction Terms

Exchange Ratio: Each outstanding share of Forza common stock was converted into the right to receive 0.611666275 shares of Twin Vee common stock.
Equity Treatment:

• Forza stock options were converted into options to purchase Twin Vee common stock at the same exchange ratio.
• Forza warrants were assumed by Twin Vee and converted at the same exchange ratio.
• 7,000,000 shares of Forza common stock previously held by Twin Vee were cancelled.

Financial Statements:

• Audited financial statements for Forza for fiscal years ended December 31, 2023 and 2022 are incorporated by reference from the Joint Proxy Statement/Prospectus.
• Unaudited financial statements for Forza for the three and nine months ended September 30, 2024 are incorporated by reference from Forza's Form 10-Q.
• Unaudited Pro Forma Combined Consolidated Financial Information is included as Exhibit 99.1.

Specific Metrics: The filing text does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the combined entity or the acquired company within this document; these are referenced in external exhibits.

Material Changes

Corporate Structure: Forza X1, Inc. is now a wholly-owned subsidiary of Twin Vee PowerCats Co.
Board Composition:

• Appointments: Marcia Kull was appointed as a new director and assigned to the Audit, Compensation, and Nominating and Corporate Governance Committees.
• Resignations: Bard Rockenbach and James Melvin resigned as directors effective at the time of the merger. Their resignations were not due to any disagreement with the company.
• Current Board Size: Set at five directors.

Shareholder Base: Former shareholders of Forza now hold Twin Vee common stock based on the exchange ratio.

Guidance, Outlook, and Risks

Management Commentary: The filing confirms the successful closing of the merger and the integration of Forza's leadership into the Twin Vee board structure. It notes that the resignations of former directors were amicable.
Outlook: No specific financial guidance or forward-looking projections regarding revenue or earnings are provided in this text.
Risks and Contingencies: The filing references the full Merger Agreement and Joint Proxy Statement/Prospectus for a complete description of risks and contingencies associated with the transaction. No unusual items are explicitly detailed in this summary text.

Investor Verification Checklist

• Review the Unaudited Pro Forma Combined Consolidated Financial Information (Exhibit 99.1) to understand the combined financial position post-merger.
• Examine the Joint Proxy Statement/Prospectus (File No. 333-281788) for detailed audited financials of Forza and the full text of the Merger Agreement.
• Verify the exchange ratio impact on existing Twin Vee shareholders and the dilution effect of the new shares issued to Forza shareholders.
• Confirm the board composition and the specific roles of the new director, Marcia Kull, regarding oversight of the acquired entity.
• Check for any regulatory filings or updates regarding the integration of Forza's operations into Twin Vee's existing business lines.