美国

证券交易委员会

华盛顿， D.C. 20549

表格8-K

当前报告

根据第13或15(d)条款

证券交易法1934年第

报告日期（最早事件日期）：May 24, 20242024年11月6日。

Twin Vee PowerCats公司。

（公司章程中指定的准确公司名称）

3101 南美洲-1号
Ft. Pierce, （561） 34982

(总部地址)

(772) 429-2525

注册人的电话号码（包括区号）

如Form 8-K的提交旨在同时满足注册人在以下任何条款下的提交义务（参见下文的 A.2）： see请参阅下面的A.2通用指令：

根据《法案》第12（b）条登记的有价证券：

在勾选标记旁边注明发行人是否是根据1933年证券法规则405条（本章节的§230.405）或1934年证券交易法规则12亿.2条（本章节§2401.2亿.2）定义的新兴成长公司

新兴成长型企业 ☒

如果该注册人是一家新兴企业，请勾选，表示该注册人选择不使用遵守根据交易所法第13(a)条规定提供的任何新的或修订后的财务会计准则的延期过渡期。☐

项目8.01 其他事件。

2024年8月27日，特温维动力猫公司（下称“特温维”），一家特拉华州公司向美国证券交易委员会（“SEC”）提交了一份S-4表格的注册声明，其中包括特温维和Forza X1, Inc.（一家特拉华州公司）的初步联合委托说明书以及特温维的初步招股书，涉及特温维拟议的与Forza的合并等事宜。特温维随后于2024年10月11日提交了一份有关合并等事宜的最终联合委托说明书/招股书（“联合委托说明书/招股书”），已将联合委托说明书/招股书寄给特温维和Forza的股东。

2024年11月3日，Twin Vee收到了一封来自一个声称是Twin Vee股东的法律顾问的信，涉及合并代理声明/招股说明书。在与这位声称是Twin Vee股东的法律顾问讨论中，法律顾问表示其客户相信合并代理声明/招股说明书省略了关于并购的实质信息，并要求Twin Vee就Houlihan Capital公司（“Houlihan Capital”）在支持其关于由Twin Vee支付的交易比率对于Twin Vee股东的公允性的财务观点意见所进行的资产评估进行额外和补充披露。

Twin Vee认为代理人提出的对所谓股东的主张完全没有根据，并且适用法规、条例或法律要求的进一步披露已经包含在联合代理声明/招股说明书中。但是，为了避免和防止有关联合代理声明/招股说明书中披露的内容是否充分可能延误或以其他方式对并购批准造成不利影响的潜在诉讼所引起的费用和干扰，Twin Vee已决定自愿对与下文所述的并购提案相关的联合代理声明/招股说明书进行某些补充披露（“补充披露”）。本当前8-K表格中的任何内容都不得被视为是对本文所述补充披露根据适用法律的法律必要性或重要性的承认。相反，Twin Vee明确否认任何额外披露是必要的。

补充披露加入代理声明书/招股说明书

补充披露应与联合代理声明/招股书一并阅读，在SEC网站www.sec.gov免费提供。下面的页码参考是指联合代理声明/招股书中的页码，本处未定义的大写术语的含义则参照联合代理声明/招股书中的规定。在补充披露中的信息与联合代理声明/招股书中含的信息有异同或冲突时，补充披露中的信息应视为取代联合代理声明/招股书中的相应信息。

第87-88页的联合代理声明/招股书披露在此得到补充，通过修改和重述该部分 “市场法” 如下:

市场法

在确定福尔扎的价值时，采用了以下方法：

现货价格

Forza截至2024年7月31日收盘价为每股0.3102美元。将交易价格乘以15,754,774股流通普通股，得到约490万美元的股权价值。

成交量加权平均价

Houlihan利用30天VWAP作为Forza股权价值的指标。VWAP是通过Forza的30个交易日的开盘价、最高价、最低价和收盘价的成交量加权平均价格来计算的。将VWAP乘以15,754,774股的普通股，得出约600万美元的股权估值。

¹ 使用截至7月31日的前30个交易日的每日成交量、每日开盘价、最高价、最低价和收盘价计算。 2024.

² 截至7月31日的普通股流通量 2024.

Based on the analyses described above, Houlihan Capital calculated an indicated equity value range for Forza between $4.9 million and $6.0 million.

Houlihan Capital does believe that this valuation methodology produced a range of indicated values for the equity of Forza that supports its overall conclusion within the broader context of its entire analysis and should be considered in conjunction with the results of the other valuation methodologies that Houlihan Capital applied. Houlihan Capital calculated a range of indicated fair market values for Forza. A summary of the results of Houlihan Capital’s analysis is as follows:

To conclude on a range of Equity Values as indicated by Houlihan Capital’s analyses, Houlihan Capital applied a 100% weighting to the Market Approach

To determine the exchange ratios for the Merger, Houlihan Capital subtracted the indicated value of Twin Vee’s forfeited shares from Forza’s total indicated equity value to determine Forza’s indicated equity value following the forfeiture of shares. Forza’s indicated equity value following the forfeiture was then divided by Twin Vee’s share price as of July 31, 2024, to determine the number of Twin Vee shares to be issued to the remaining Forza shareholders following the forfeiture. Lastly, the number of shares to be issued to Forza shareholders, following the forfeiture, was then divided by the total number of Forza shares outstanding, excluding Twin Vee’s forfeited shares in Forza, to determine the indicated exchange ratios.

Based on the foregoing, Houlihan Capital calculated an exchange ratio range for the Merger between approximately 0.5492 and 0.6705. Because the agreed upon exchange ratio per the Merger Agreement falls within the range, Houlihan Capital concluded that the Merger is fair from a financial point of view to Twin Vee and its shareholders.

Valuation of the Warrants and Options

Houlihan Capital utilized the Black-Scholes model to estimate the fair market values of Forza’s warrants and options as of the Date of Value. The options and warrants carry little value. According to the terms of the Merger, the convertible securities will convert to Twin Vee options and warrants at the Exchange Ratio. Given (1) the negligible value of the convertible securities determined in our analysis and (2) how far the current stock prices are from the respective strike prices of the instruments, the determination of the fairness of the Transaction was not materially impacted by the presence of these instruments.

Black-Scholes Model – Warrants at $6.25

Houlihan Capital performed a Black-Scholes analysis for the Warrants with a $6.25 strike price based on their terms, using the following assumptions:

Forza X1, Inc.

Fair Market Value of Warrants - @ $6.25 As of July 31, 2024

(Actuals)

Forza X1, Inc.

Fair Market Value of Warrants - @ $1.88 As of July 31, 2024

(Actuals)

Black-Scholes Model – Warrants at $1.88

Houlihan Capital performed a Black-Scholes analysis for the Warrants with a $1.88 strike price based on their terms, using the following assumptions:

Black-Scholes Model – Options at a weighted average price of $2.72

Houlihan Capital performed a Black-Scholes analysis for the Options with a weighted average $2.72 strike price based on their terms, using the following assumptions:

	Forza X1, Inc. Fair Market Value of Options - @ $2.72 As of July 31, 2024
	(Actuals)

Important Information About the Merger Proposal and Where to Find It

A full description of the terms of the Merger Proposal is provided in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus was mailed on or about October 14, 2024 to Twin Vee stockholders of record as of the close of business on October 4, 2024. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY TWIN VEE AND FORZA, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TWIN VEE, FORZA AND THE PROPOSED MERGER. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus, as well as other filings containing information about Twin Vee and Forza, free of charge from Twin Vee or Forza or from the SEC’s website when they are filed. The documents filed by Twin Vee with the SEC may be obtained free of charge at Twin Vee’s website, at www.twinvee.com, by requesting them by mail at Twin Vee Powercats Co., 3101 S. US-1, Ft. Pierce, Florida 34982 Attention: Corporate Secretary. The documents filed by Forza with the SEC may be obtained free of charge at Forza’s website, at www.forzax1.com, or by requesting them by mail at Forza X1, Inc. 3101 S. US-1, Ft. Pierce, Florida 34982 Attention: Corporate Secretary.

Participants in the Solicitation

Twin Vee and Forza and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Twin Vee or Forza in respect of the proposed transaction. Information about Twin Vee’s directors and executive officers will be contained in the joint proxy statement/prospectus to be filed with the SEC regarding the proposed Merger and is available in other documents filed by Twin Vee with the SEC. Information about Forza’s directors and executive officers will be contained in the joint proxy statement/prospectus to be filed with the SEC regarding the proposed Merger and is available in other documents filed by Forza with the SEC. Other information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Twin Vee or Forza as indicated above.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the Merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Cautionary Statement Regarding Forward-Looking Statements

Statements included in this communication which are not historical in nature or do not relate to current facts are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are based on, among other things, Twin Vee management’s and Forza management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy and Twin Vee and Forza. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements may include projections of, or guidance on, the Twin Vee’s or the combined company’s future financial performance, asset quality, capital levels, expected levels of future expenses, including future credit losses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in the Twin Vee’s business or financial results. Twin Vee and Forza caution readers that forward-looking statements are subject to certain risks and uncertainties that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks and uncertainties include, among others, the following possibilities: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement entered into between Twin Vee and Forza; the outcome of any legal proceedings that may be instituted against Twin Vee or Forza; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Merger) and shareholder approvals or to satisfy any of the other conditions to the Merger on a timely basis or at all; the possibility that the anticipated benefits of the Merger are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Twin Vee and Forza do business; the possibility that the Merger may be more expensive to complete than anticipated; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Merger; changes in Twin Vee’s share price before the closing of the Merger; risks relating to the potential dilutive effect of shares of Twin Vee common stock to be issued in the Merger; and other factors that may affect future results of Twin Vee, Forza and the combined company. Additional factors that could cause results to differ materially from those described above can be found in Twin Vee’s Annual Report on Form 10-K for the year ended December 31, 2023, Forza’s Annual Report on Form 10-K for the year ended December 31, 2023, Twin Vee’s and Forza’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in other documents Twin Vee and Forza file with the SEC, which are available on the SEC’s website at www.sec.gov.

All forward-looking statements, expressed or implied, included in this communication are expressly qualified in their entirety by the cautionary statements contained or referred to herein. If one or more events related to these or other risks or uncertainties materialize, or if Twin Vee’s or Forza’s underlying assumptions prove to be incorrect, actual results may differ materially from what

Twin Vee and Forza anticipate. Twin Vee and Forza caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made and are based on information available at that time. Neither Twin Vee nor Forza assumes any obligation to update or otherwise revise any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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