Announcement • Nov 27

+ 1 more update

Twin Vee Powercats Co. (NasdaqCM:VEEE) completed the acquisition of remaining 55.57% stake in Forza X1, Inc. (NasdaqCM:FRZA).

Twin Vee Powercats Co. (NasdaqCM:VEEE) entered into a definitive merger agreement to acquire remaining 55.57% stake in Forza X1, Inc. (NasdaqCM:FRZA) for $2.6 million on August 12, 2024. Under the terms of the merger agreement, each holder of Forza Common Stock (other than Twin Vee) will receive 0.611666275 shares of Twin Vee Common Stock in exchange for each share of Forza Common Stock that they own on the effective date of the merger for a maximum of 5,355,000 shares of Twin Vee Common Stock (no fractional shares will be issued) and the 7,000,000 shares of Forza Common Stock held by Twin Vee will be cancelled. The pre-closing securityholders of each of Twin Vee and Forza would beneficially own approximately 64% and 36% respectively of the outstanding shares of Twin Vee Common Stock following the closing of the merger. Upon the closing of the transaction, the merged company will operate under the Twin Vee PowerCats Co. name, and the company’s common stock is expected to continue to trade on NASDAQ under the current ticker symbol “VEEE.”. Upon closing of the transaction, Marcia Kull (a current board member of Forza) will be appointed to the Board of Directors of Twin Vee. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals, the approval of the Twin Vee and Forza shareholders, which approval shall include a majority of the shares present in person or by proxy excluding shares held by Twin Vee, authorization for listing on the Nasdaq Capital Market of the shares of Twin Vee common stock to be issued in the Merger, subject to official notice of issuance, resignation of certain officers and directors of Forza and effectiveness of the registration statement on Form S-4 for the Twin Vee common stock to be issued in the Merger. Following the recommendation of each of their special committees, the board of directors of both Twin Vee and Forza unanimously approved the merger agreement. The transaction is expected to close by the end of 2024. As of November 11, 2024, Forza X1 and Twin Vee shareholders approved the transaction. Leslie Marlow of Blank Rome LLP acted as legal advisor to Twin Vee. Interwest Transfer Company, Inc. acted as transfer agent to Twin Vee. Houlihan Capital, LLC acted as financial advisor to Twin Vee Powercats and provided fairness opinion to the Twin Vee Board of Directors. Intelek Business Valuations & Advisory acted as financial advisor to Forza X1 and provided fairness opinion to the Forza X1 Board of Directors. Houlihan Capital’s fees to Twin Vee for services in connection with issuing the Opinion were $75,000. Twin Vee Powercats Co. (NasdaqCM:VEEE) completed the acquisition of remaining 55.57% stake in Forza X1, Inc. (NasdaqCM:FRZA) on November 26, 2024. As a result of the Merger, a change in control of the Company occurred and the Company became a wholly-owned subsidiary of Twin Vee. Effective as of October 10, 2024, shares of Forza Common Stock were suspended from trading on the Nasdaq Capital Market (“Nasdaq”). In accordance with the terms of the Merger Agreement, at the Effective Time, Marcia Kull, Neill Ross and Kevin Schuyler resigned as directors of Forza. These resignations were not a result of any disagreement between Forza and the directors on any matter relating to Forza’s operations, policies or practices.

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Twin Vee Powercats Co. (NasdaqCM:VEEE) completed the acquisition of remaining 55.57% stake in Forza X1, Inc. (NasdaqCM:FRZA).

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