UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission file number 001-40623

TWIN VEE POWERCATS CO.

(Exact name of registrant as specified in its charter)

Delaware	27-1417610
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3101 S US-1 Ft. Pierce, Florida	34982
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (772) 429-2525

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		VEEE		The Nasdaq Stock Market, LLC (The Nasdaq Capital Market)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of a share of the registrant’s common stock on June 28, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter) as reported by the Nasdaq Capital Market on such date was $54,~~188~~415,~~400 million~~000. Shares of the registrant’s common stock held by each executive officer, director ~~and~~ and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This ~~calculation~~ calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose.

As of ~~March~~February 1725, ~~2025,~~2026 there were 148,~~874~~620,~~452 shares~~299 shares of common stock, $0.001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

TWIN VEE POWERCATS CO.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	7
Item 1A.	Risk Factors	2119
Item 1B.	Unresolved Staff Comments	5243
Item 1C.	Cybersecurity	5243
Item 2.	Properties	5343
Item 3.	Legal Proceedings	5444
Item 4.	Mine Safety Disclosures	5444
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5445
Item 6.	[Reserved]	5745
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5745
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	6654
Item 8.	Financial Statements and Supplementary Data	6654
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	6755
Item 9A.	Controls and Procedures	6755
Item 9B.	Other Information	6856
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	6856
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	6957
Item 11.	Executive Compensation	7564
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	8675
Item 13.	Certain Relationships and Related Transactions, and Director Independence	8876
Item 14.	Principal Accountant Fees and Services	9078
PART IV
Item 15.	Exhibits and Financial Statement Schedules	9179
Item 16.	Form 10-K Summary	9179

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts, contained in this Annual Report on Form 10-K, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

The forward-looking statements contained in this Annual Report on Form 10-K are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments, and other factors we believe are appropriate under the circumstances. As you read and consider this Annual Report on Form 10-K, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control), and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. We believe these factors include, but are not limited to, those described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.

As a result of these and other factors, we may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

NOTE REGARDING COMPANY REFERENCES

Throughout this Annual Report on Form 10-K (the “Annual Report”), “Twin Vee,” “the Company,” “we” and “our” refer to Twin Vee PowerCats Co.

Summary of Risk Factors

The following is a summary of the key risks relating to the Company. A more detailed description of each of the risks can be found below under the heading the “Risk Factors” in Part I, Item 1A.

Risks Related To our Business

● We have incurred losses for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 and could continue to incur losses in the future. ● Our ability to meet our manufacturing workforce needs is crucial to our results of operations and future sales and profitability. ● There is limited public information on our operating history. ● ~~We have a large, fixed cost base that will affect our profitability if our sales decrease. ●~~ Interest rates and energy prices affect product sales. ● Our annual and quarterly financial results are subject to significant fluctuations depending on various factors, many of which are beyond our control. ● We depend on our network of independent dealers, face increasing competition for dealers and have little control over their activities. ● Our success depends, in part, upon the financial health of our dealers and their continued access to financing. ● Unfavorable weather conditions may have a material adverse effect on our business, financial condition, and results of operations, especially during the peak boating season. ● A natural disaster, the effects of climate change, or other disruptions at our manufacturing facility could adversely affect our business, financial condition and results of operations. ● If we fail to manage our manufacturing levels while still addressing the seasonal retail pattern for our products, our business and margins may suffer. ● We have a large, fixed cost base that will affect our profitability if our sales decrease. ● We may be required to repurchase inventory of certain dealers. ● Termination or interruption of informal supply arrangements could have a material adverse effect on our business or results of operations. ● Significant product repair and/or replacement due to product warranty claims or product recalls could have a material adverse impact on our results of operations.

●	Our annual and quarterly financial results are subject to significant fluctuations depending on various factors, many of which are beyond our control.

●	We depend on our network of independent dealers, face increasing competition for dealers and have little control over their activities.

●	Our success depends, in part, upon the financial health of our dealers and their continued access to financing.

●	Unfavorable weather conditions may have a material adverse effect on our business, financial condition, and results of operations, especially during the peak boating season.

●	A natural disaster, the effects of climate change, or other disruptions at our manufacturing facility could adversely affect our business, financial condition and results of operations.

●	If we fail to manage our manufacturing levels while still addressing the seasonal retail pattern for our products, our business and margins may suffer.

●	We have a large, fixed cost base that will affect our profitability if our sales decrease.

●	We may be required to repurchase inventory of certain dealers.

●	Termination or interruption of informal supply arrangements could have a material adverse effect on our business or results of operations.

●	Significant product repair and/or replacement due to product warranty claims or product recalls could have a material adverse impact on our results of operations.

Risks Related To Our Industry

●	Demand in the powerboat industry is highly volatile.

●	General economic conditions, particularly in the U.S., affect our industry, demand for our products and our business, and results of operations.

●	Our industry is characterized by intense competition, which affects our sales and profits.

Risks Related To Our Industry ● Demand in the powerboat industry is highly volatile. ● General economic conditions, particularly in the U.S., affect our industry, demand for our products and our business, and results of operations. ● Our industry is characterized by intense competition, which affects our sales and profits.

Risks Related To Ownership of Our Common Stock

●	Our failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a de-listing of our common stock

●	We have identified weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future.

●	For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

●	Our stock price has fluctuated in the past, has recently been volatile, and may be volatile in the future, and as a result, investors in our common stock could incur substantial losses.

●	Provisions in our corporate charter documents and under Delaware law could make an acquisition of our company, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.

PART I

Item 1. Business.

General

Twin Vee PowerCats Co. (“Twin Vee” “we”, “us” or the “Company”) is a designer, manufacturer and marketer of recreational and commercial power boats. We believe our company, founded in 1996, has been an innovator in the recreational and commercial power catamaran industry. Our twin-hull catamaran running surface, known as a symmetrical catamaran hull design, adds to the Twin Vee ride quality by reducing drag, increasing fuel efficiency and offering users a stable riding boat. Twin Vee’s home base of operations in Fort Pierce, Florida is a 7.5-acre ~~facility~~ facility with several buildings totaling approximately 100,000 square feet, including a nearly complete 30,000 square foot expansion which ~~began~~ began in mid-2024. We currently employ approximately 6570 people.

Twin Vee products are marketed under two brands: Twin Vee for our catamarans, or dual hull vessels, and ~~Aquasport~~Bahama Boat Works for our “V”-hull boats. Consumers can use our boats for a wide range of recreational activities including fishing, diving and water skiing and commercial activities including transportation, eco tours, fishing and diving expeditions. We believe that the performance, quality and value of our boats position us to achieve our goal of increasing our market share and expanding the power-boat market. We ~~currently~~ primarily sell our boats through a network of 2217 independent boat dealers across North America, ~~the~~Hawaii, ~~Caribbean~~ and ~~Central~~Australia ~~America~~ who resell our boats to the end user Twin Vee customers. We continue efforts to to recruit high quality boat dealers to join our network and seek to establish new dealers and distributors domestically and internationally to distribute our boats as we grow our production and introduce new models. Our boats are currently outfitted with gas-powered outboard combustion engines. During 2024, Forza X1, Inc., our minority owned electric boat subsidiary determined to cease production of electric boats and on November 26, 2024, Forza XiX1, Inc. (“Forza”), was merged into Twin Vee Merger Sub, Inc., a wholly-owned subsidiary of Twin Vee (“Merger Sub”) and became a wholly owned subsidiary.

Revenue from the sale of our boats accounted for nearly 100% of our net revenue in ~~fiscal~~2025 ~~years 2024~~ and ~~2023~~2024. InOur ~~2024, our~~ boats ~~were~~are manufactured in Fort Pierce, Florida. We believe our company has been an innovator in the recreational and commercial power boat industry. We currently have 1512 Twin Vee models in or nearing production ranging in size from ~~our~~24-foot 22to 40-foot, ~~single~~and ~~engine,~~9 monohull (~~Aquasport~~Bahama) tomodels ~~our~~in ~~40-foot~~or ~~offshore~~nearing ~~400~~production ~~GFX.~~ranging Inin ~~2023~~size wefrom ~~added~~22-foot ~~eight mono hull models~~ to ~~our line~~41-upfoot.

7During the 2025 and 2024 fiscal years, we focused our efforts on increased throughput through our facility, and integrating the new models from our Bahama Boats brand that we acquired in 2025.

During the ~~2023~~year ~~and~~ended ~~2024~~December ~~fiscal~~31, ~~years~~2025, ~~we focused~~two individual dealers ~~our~~each ~~efforts~~represented onover ~~increased~~10% ~~throughput~~of ~~through~~ our ~~facility,~~total sales and ~~fully~~in ~~integrating~~ the ~~new~~aggregate ~~models~~represented 27% ~~from~~of ~~our Aquasport brand that we acquired~~total ~~in 2023~~sales. InDuring ~~February~~the ~~2023,~~year weended ~~announced~~December ~~our launch of our new AquaSport brand~~31, ~~a new-monohull boat brand that included a 22-foot center console monohull; a 25-foot dual console~~2024, ~~single-engine~~three ~~day~~individual ~~boat;~~dealers arepresented ~~22-foot~~over ~~dual~~10% ~~console~~of ~~monohull; and a 25-foot deck boat, single engine. We delivered~~ our ~~first~~total ~~monohull boats in January of 2023. In May of 2023~~sales, ~~we entered into a finance lease, securing the rights to the AquaSport brand~~ and ~~facility~~ in ~~White Bluff, Tennessee. The AquaSport brand appeals to first-time boat buyers,~~ the ~~freshwater market,~~aggregate ~~and~~represented ~~consumers~~40% ~~that prefer a monohull boat[, all~~ of ~~which~~total ~~represent markets in which we are expanding our footprint and dealer representation~~sales.

~~During~~Twin ~~the~~Vee’s ~~year ended December 31, 2024, three individual dealer~~Twin-Hull each represented over 10% of our total sales and in the aggregate represented 40% of total sales. During the year ended December 31, 2023, one individual dealer represented over 10% of our total sales, and one customer represented 10.3% of total sales.Shape

~~Recent~~Twin Vee catamaran boats are designed for a dry and ~~Developments~~smooth ride. As a Twin Vee moves through the water, the boat’s symmetrical catamaran hull has lifting strakes on the side of each hull. Lifting strakes are known to produce lift at the bow of a boat by displacing water, allowing the boat to, in essence, glide above the water rather than lumber through it. Twin Vee’s lifting strakes work to not only create lift, but also to make the ride smoother. The forward motion of a catamaran boat lifts water up towards the top of the tunnel while pushing the water inward to form two counter-flowing vortexes. As these vortexes are being formed, the Twin Vee hull design aerates these vortexes with small air bubbles, which are then compressed at an increasing rate as the vortexes move down the tunnel. It is the kinetic energy stored in these compressed air bubbles, which creates a smooth and stable ride. As speed increases, the kinetic energy increases at a non-linear rate as more and more air is induced into the increasingly faster flowing vortexes. The trailing surfaces of the Twin Vee hulls are specifically designed to facilitate propulsion efficiency by discharging the kinetic energy and air bubbles from the counter-flowing vortexes upon exiting astern, thus providing the propellers with a steady flow of super clean and highly ordered water.

~~Merger~~7

OnWe ~~November~~believe ~~26,~~that ~~2024~~these ~~(the “Closing Date”)~~features, ~~pursuant~~combined towith ~~the~~a ~~terms~~catamaran’s soft ~~of the Agreement and Plan of Merger~~ride, ~~dated~~results asin ~~of August 12, 2024 (the “Merger Agreement”), by and between~~ Twin Vee,’s ~~Twin~~renowned ~~Vee~~efficiency ~~Merger Sub, Inc.~~ and ~~Forza~~smooth, ~~Merger~~seaworthy ~~Sub~~safety. ~~was~~At ~~merged with and into Forza (the “Merger”)~~speed, ~~with Forza surviving~~ the ~~Merger as a wholly-owned subsidiary of~~ Twin Vee.’s Atdisplacement ~~the~~hull slices ~~effective~~through ~~time of~~ the ~~Merger~~water, ~~(a)~~traveling ~~each~~with ~~outstanding~~the ~~share~~shape of ~~common~~ ~~stock of Forza , par value $0.001 per share of Forza (~~the ~~“Forza~~seas ~~Common~~rather ~~Stock”) (other~~ than ~~any~~flying ~~shares~~over ~~held~~them byand ~~Twin Vee)~~experiencing ~~was~~reentry ~~converted into the right to receive 0~~shock.~~611666275~~ ~~shares~~This ofis ~~Twin Vee common stock, par value $0.001 per share (the “Twin~~intended ~~Vee Common Stock”), (b) each outstanding Forza stock option, whether vested or unvested, that had not previously been exercised prior~~ to ~~such~~result ~~time~~in ~~was~~a ~~converted~~stable into an option to purchase 0.611666275 shares of Twin Vee Common Stock for each share of Forza Common Stock covered by such option, (c) each outstanding warrant to purchase shares of Forza Common Stock was assumed by Twin Vee and ~~converted into~~smooth ~~a warrant to purchase 0~~ride.~~611666275~~ ~~shares~~The offollowing ~~Twin~~are ~~Vee~~some ~~Common~~benefits ~~Stock for each share~~ of ~~Forza Common Stock for which such warrant was exercisable for prior to~~ the ~~Effective Time~~catamaran, ~~and~~or ~~(d) the 7,000,000 shares of Forza Common Stock held by~~ Twin Vee’s, ~~were~~hull ~~cancelled~~shape.

~~The~~Power ~~issuance~~Catamaran ~~of shares of Twin Vee~~Hull Common Stock to the former shareholders of Forza was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 333-281788), as amended, filed by Twin Vee with the Securities and Exchange Commission (the “SEC”) and declared effective on October 10, 2024 (the “Registration Statement”). Benefits

At● ~~the~~Catamaran ~~effective~~stability. ~~time~~Catamarans ofhave ~~the~~parallel ~~Merger, in~~hulls ~~accordance~~on ~~with~~ the ~~terms~~outer edges of the ~~Merger~~boat ~~Agreement,~~rather ~~the~~than ~~size~~in ofthe ~~Twin~~middle, ~~Vee’s~~providing ~~board~~superior ofstability. ~~directors~~A ~~(the~~Twin ~~“Board”)~~Vee ~~was~~hull ~~set at~~is ~~five,~~designed ~~Joseph~~to ~~Visconti,~~travel ~~Preston~~with ~~Yarborough,~~the ~~Neil~~wave ~~Ross~~shapes ~~and~~because ~~Kevin~~its ~~Schuyler~~buoyancy ~~remained~~is asto ~~directors~~the ofoutside, ~~Twin~~reducing ~~Vee~~the ~~and~~snap ~~Marcia~~roll ~~Kull~~pendulum ~~was~~motion ~~appointed as~~of adeep ~~director~~vee ofmonohulls. A Twin Vee.’s ~~Effective~~wider asfootprint ofmitigates the ~~effective~~effects ~~time~~ of ~~the~~rolling ~~Merger~~seas, ~~Bard~~making ~~Rockenbach~~them ~~and~~less ~~James~~likely ~~Melvin~~to ~~resigned~~capsize ~~as directors of Twin Vee~~ and ~~any~~reducing ~~committees thereof~~seasickness.

8● Shallow draft for travelling in “skinny” waters. The weight of the boat is distributed to two hulls for a shallower draft than a monohull vessel of the same weight might have. The shallow draft of the Twin Vee design provides access to areas that conventional hulls cannot reach.

~~Sale Agreement~~● ~~with~~More ~~Revver~~usable ~~Digital,~~deck ~~LLC~~space. The relatively rectangular design of the Twin Vee expanded deck area allows for more usable deck space than monohulls. Twin Vee boats are wider in the bows providing more open-area in open models and bigger berths in cabins.

On● ~~February~~Maintains 4,a ~~2025,~~plane weat ~~entered~~lower ~~into~~speed anfor ~~agreement (the~~fuel ~~“Sale Agreement”)~~efficiency, ~~effective~~enabling ~~February~~single 4,engine ~~2025~~operation. ~~(the~~Twin ~~“Effective~~Vee ~~Date”),~~catamaran ~~with~~hulls ~~Revver~~do ~~Digital,~~not ~~LLC,~~need aplaning ~~Delaware limited~~speed ~~liability~~power ~~company~~to ~~and~~travel ~~wholly owned subsidiary of One Water Marine Inc~~rapidly. ~~(“OWM”)~~Further, ~~providing us with the right to acquire certain intellectual property of OWM (the “OWN Intellectual Property”) related to (~~a) ~~the~~Twin ~~online~~Vee’s ~~marketplace,~~deck ~~advertisement, marketing,~~remains ~~and~~closer ~~sale services of yachts, boats, and yacht and boat accessories and (b) arranging of loans, insurance, and warranty services related~~ to ~~yachts~~being ~~and~~parallel ~~boats~~with ~~under~~ the ~~brands~~water ~~“Yachts~~than ~~for~~a ~~Sale”~~monohull ~~and~~vessel ~~“Boats~~would ~~for Sale” through the websites available~~ at the ~~domains~~same ~~(the “Domains”) “yachtsforsale.com” and “boatsforsale.com” (the “Business”). Pending the closing of the sale to us of the OWN Intellectual Property~~speed, ~~the~~allowing ~~Sale~~customers ~~Agreement grants us a license~~ to ~~use~~take ~~and~~advantage ~~sublicense the OWN Intellectual Property to conduct the Business in consideration~~ of: ~~(a)~~ the ~~payment~~greater tofuel ~~OWM~~efficiency ofthat alower ~~monthly~~speeds ~~revenue-sharing~~allow ~~royalty~~without ~~(the “Revenue-Sharing~~compromising ~~Royalty”)~~visibility ofas ~~six~~much ~~percent (6%) of the Aggregate Subscription Revenue (~~as ~~defined)~~they ofmight the Business; and (b) a credit to OWM of $500 per OWM dealer who lists boats or yachts on the Domains during such period (the “Dealer Storefront Credit”). On the date of the closing (the “Closing”) of the sale to us of the OWN Intellectual Property, the Sale Agreement provides that in ~~consideration of the transfer of, and as~~ a ~~purchase~~monohull price (the “Purchase Price”) for, the OWM Intellectual Property, we will assume certain liabilities of OWM related to the Business and pay to OWM $5,000,000 (the “Minimum Purchase Price”), less the aggregate amount of all Revenue-Sharing Royalties paid to OWM through such date and the aggregate amount of all Dealer Storefront Credits accrued for the benefit of OWM through such date (the “Remaining Purchase Price”)vessel.

~~Twin~~● ~~Vee’s Twin~~Docking and maneuverability. With the extra separation between the motors compared to most mono hull boats, you can cross-~~Hull~~clutch ~~Shape~~the motors and turn or spin the boat up to its own length.

~~Twin~~● ~~Vee~~Greater ~~catamaran~~stability ~~boats~~provides ~~are~~more ~~designed~~options for ~~a dry and smooth ride~~fishing. AsMonohull avessels ~~Twin~~can ~~Vee~~list ~~moves~~significantly ~~through~~when ~~the~~weight ~~water,~~on the boat’s ~~symmetrical~~is ~~catamaran~~not ~~hull has lifting strakes on the side of each hull~~balanced. ~~Lifting~~The ~~strakes~~stability ~~are known to produce lift at the bow~~ of ~~a boat by displacing water, allowing the boat to, in essence, glide above the water rather than lumber through it.~~ Twin Vee’s ~~lifting strakes work to not only create lift, but also to make the ride smoother. The forward motion of a~~ catamaran ~~boat lifts water up towards the top of the tunnel while pushing the water inward to form two counter-flowing vortexes. As these vortexes are being formed, the Twin Vee hull~~ design ~~aerates~~allows ~~these vortexes~~fishing ~~with~~from ~~small~~one ~~air~~side ~~bubbles,~~without ~~which are then compressed at an increasing rate as~~ the ~~vortexes~~extreme ~~move~~listing down the tunnel. It is the kinetic energy stored in these compressed air bubbles, which creates a smooth and stable ride. As speed increases, the kinetic energy increases at a non-linear rate as more and more air is induced into the increasingly faster flowing vortexes. The trailing surfaces of the Twin Vee hulls are specifically designed to facilitate propulsion efficiency by discharging the kinetic energy and air bubbles from the counter-flowing vortexes upon exiting astern, thus providing the propellers with a ~~steady flow of super clean and highly ordered water~~monohull.

WeWizz ~~believe~~Banger that these features, combined with a catamaran’s soft ride, results in Twin Vee’s renowned efficiency and smooth, seaworthy safety. At speed, the Twin Vee’s displacement hull slices through the water, traveling with the shape of the seas rather than flying over them and experiencing reentry shock. This is intended to result in a stable and smooth ride. The following are some benefits of the catamaran, or Twin Vee’s, hull shape.Platform

9We are developing Wizz Banger, a technology-enabled marine retail and valuation platform intended to modernize and streamline the process of buying, selling, trading, and financing recreational boats. This initiative represents the evolution of our prior Pro Direct platform concept and consists of two primary components: (i) the Wizz Banger Value App, which utilizes artificial intelligence (“AI”) and multi-source data inputs to generate independent, condition-specific valuation assessments of new and used boats, and (ii) Wizz Banger Boats, a related physical retail location intended to be established at our Fort Pierce, Florida headquarters.

~~Power~~The ~~Catamaran~~objective of Wizz Banger is to reduce valuation ~~Hull~~inconsistencies ~~Benefits~~across the marine industry, improve transparency for all participants in the transaction cycle, and shorten the time required for consumers to obtain financing approvals. We believe that increased valuation alignment among lenders, insurers, dealers, and customers may enhance efficiency in the marine retail ecosystem and potentially increase transaction completion rates.

●Wizz ~~Catamaran~~Banger ~~stability.~~Value ~~Catamarans~~App: ~~have~~Data ~~parallel~~Aggregation hulls on the outer edges of the boat rather than in the middle, providing superior stability. A Twin Vee hull is designed to travel with the wave shapes because its buoyancy is to the outside, reducing the snap roll pendulum motion of deep vee monohulls. A Twin Vee’s wider footprint mitigates the effects of rolling seas, making them less likely to capsize and ~~reducing seasickness.~~Valuation Methodology

~~● Shallow draft for travelling in “skinny” waters.~~ The ~~weight~~Wizz ofBanger ~~the~~Value ~~boat~~App is ~~distributed~~designed to ~~two~~serve ~~hulls~~as an ~~for~~independent avaluation ~~shallower~~tool ~~draft~~that ~~than~~aggregates aand ~~monohull~~analyzes ~~vessel~~multiple ofcategories ~~the same weight might have. The shallow draft~~ of ~~the~~data, ~~Twin Vee design provides access to areas that conventional hulls cannot reach.~~including:

● More usable deck space. The relatively rectangular design of the Twin Vee expanded deck area allows for more usable deck space than monohulls. Twin Vee boats are wider in the bows providing more open-area in open models and bigger berths in cabins.8

● ~~Maintains~~Historical asales ~~plane~~data atobtained ~~lower~~through ~~speed~~API ~~for~~integrations ~~fuel efficiency, enabling single engine operation. Twin Vee catamaran hulls do not need planing speed power to travel rapidly. Further, a Twin Vee’s deck remains closer to being parallel~~ with ~~the~~third-party ~~water~~data than a monohull vessel would at the same speed, allowing customers to take advantage of the greater fuel efficiency that lower speeds allow without compromising visibility as much as they might in a monohull vesselproviders.

● ~~Docking~~Current ~~and~~listings ~~maneuverability.~~across ~~With~~national ~~the extra separation between the motors compared to most mono hull boats, you can cross-clutch the motors~~ and ~~turn~~regional ~~or spin the boat up to its own length~~marketplaces.

● ~~Greater~~AI-based ~~stability~~visual ~~provides~~assessments, ~~more~~including ~~options~~of ~~for~~hull ~~fishing.~~surfaces, ~~Monohull~~gelcoat ~~vessels~~oxidation, ~~can~~cushions ~~list~~and ~~significantly~~upholstery, ~~when~~hardtops ~~weight~~and onT-tops, ~~the~~trailer ~~boat~~condition, isand ~~not~~visible ~~balanced.~~aftermarket ~~The~~components ~~stability~~such ofas ~~Twin~~radar, ~~Vee’s~~sonar, ~~catamaran~~GPS, ~~design~~cameras, ~~allows~~power ~~fishing~~poles, ~~from~~and ~~one~~battery ~~side without the extreme listing of a monohull~~systems.

~~Twin~~● ~~Vee’s Monohull~~Comparative equipment and configuration adjustments based on historical market behavior.

WeThe ~~expect~~AI ~~our~~component ~~new~~utilizes ~~monohull~~image-recognition ~~line~~ models to ~~appeal~~evaluate tovisual ~~first-time boat~~condition ~~buyers,~~factors ~~the~~with ~~freshwater~~greater ~~market~~consistency ~~and~~than ~~consumers~~traditional ~~that~~manual ~~prefer a monohull boat~~inspections. ~~These~~While ~~categories~~the ~~represent~~system ~~larger~~does ~~segments~~not ofmeasure ~~the market~~engine ~~for~~hours ~~boat~~or ~~buyers~~identify ~~than~~internal ~~that~~mechanical ~~of power catamarans. By appealing to these segments~~issues, weit ~~believe~~is ~~our~~designed ~~new monohull line has the potential~~ to ~~drive significant~~significantly ~~growth~~narrow ~~for~~valuation ~~our~~ranges ~~company.~~by Ineliminating ~~2024,~~subjective ~~we introduced our all new 28-foot dual engine “Superboat.” We expect to follow~~variability ~~that~~and ~~introduction~~inconsistent ~~with~~dealer ~~updated~~or 22third-~~foot~~party ~~and 24-foot designs in 2025~~assessments.

10By standardizing the valuation input process, the Wizz Banger Value App seeks to provide lenders, insurers, dealers, and customers with a more reliable, condition-specific, and data-supported valuation reference point.

~~Pro~~Potential ~~Direct~~Industry ~~Platform~~Impact and Expected Benefits

AtWe ~~its~~believe ~~core,~~that ~~Pro Direct will be designed to provide~~ a ~~comprehensive,~~more ~~customer-centric approach~~unified tovaluation ~~the boat buying process. Much like Toyota’s Smart Path, which allows users to shop, customize, and price vehicles, Twin~~framework ~~Vee’s~~could ~~Pro~~positively ~~Direct~~impact ~~will~~several ~~enable~~parts ~~consumers to navigate their boat purchase journey from the comfort~~ of ~~their own homes. The platform will empower users to explore a wide range of options, including~~ the ~~ability~~marine totransaction customize their boats, compare prices, check nearby inventory, apply for financing, evaluate trade-in values, and even arrange delivery—all through a user-friendly interface. The primary goal of Pro Direct is to create a cohesive experience that bridges the gap between original equipment manufacturers (OEMs), dealers, and consumers. By leveraging technology and data analytics, Twin Vee aims to streamline the sales process~~, ensuring that each stakeholder can engage more effectively and transparently.~~:

~~What~~● Financing Efficiency: Providing lenders with consistent data may reduce the ~~Platform~~underwriting ~~Will~~and ~~Offer:~~decision-making timeline.

● ~~Design~~Insurance ~~Your Boat~~Alignment: ~~Customers~~More ~~can~~standardized ~~choose~~condition ~~models,~~assessments ~~colors,~~may ~~and~~improve ~~accessories~~insurer ~~online~~confidence in collateral evaluation.

● ~~Real-Time~~Dealer ~~Inventory~~Operations: ~~See~~Consistent ~~available~~valuations ~~boats~~may atsupport ~~nearby~~more ~~dealers~~efficient trade-in processes and reduce negotiation variability.

● ~~Easy~~Customer ~~Financing~~Experience: ~~Apply~~Shorter ~~for~~financing ~~loans~~cycles and ~~compare~~improved ~~rates~~transparency ~~through~~may help reduce transaction fallout and increase customer participation in the ~~site~~market.

●Many ~~Trade-In~~marine ~~Tools:~~transactions ~~Customers~~are ~~can~~delayed ~~get~~or ~~fair~~abandoned due ~~trade~~to the time-consuming and uncertain financing process. Our intention is to assist in ~~estimates~~reducing ~~for~~these ~~their~~inefficiencies ~~current~~by ~~boats~~providing valuation data that may help lenders issue decisions more quickly and with greater confidence.

●Wizz ~~Delivery~~Banger ~~Coordination:~~Boats ~~Buyers~~Retail ~~can schedule delivery through the platform.~~Location

~~Why~~As Itpart ~~Matters:~~of the Wizz Banger initiative, we plan to launch Wizz Banger Boats, a physical retail location situated directly on our U.S. Highway 1 frontage at our Fort Pierce, Florida headquarters. This site is expected to function as the initial operational deployment location for the Wizz Banger Value App, where we will integrate the valuation system into live retail, trade-in, and resale activities.

●The ~~This~~location ~~platform~~ will ~~streamline~~also allow us to assess real-world dealer and customer behavior, validate the ~~buying~~valuation ~~process~~engine ~~for~~under ~~customers~~practical transaction conditions, refine the system’s accuracy, and evaluate operational processes that may be expanded to additional locations in the future. The initial site will focus on used-boat retailing, trade-ins, and evaluation services and may also be used to support lender and insurance partners who require in-person verification of valuation inputs.

~~● Dealers can benefit from more sales and a better experience.~~9

●Our ~~Twin Vee aims to reduce costs and grow the marine marketplace with this technology.~~Strategy

AsOverall Twin Vee moves forward with the Pro Direct platform, the ultimate ambition is to support Twin Vee dealers with this innovative solution. By doing so, Twin Vee plans to create a more-integrated marine marketplace, benefiting consumers and dealers alike. By modernizing the boat buying experience, Pro Direct aims to reduce costs, increase accessibility, and provide maximum value for customers’ investments in these recreational vehicles.Strategy

InWe ~~summary,~~intend weto ~~believe~~capitalize ~~that~~on ~~Twin~~the ~~Vee~~thriving ~~PowerCats’~~broader ~~Pro Direct platform~~marine ~~represents~~industry athrough ~~paradigm shift in~~ the ~~marine~~following ~~industry. With its commitment to customer-centricity, technological innovation, and strategic partnerships, we are positioning Pro Direct to redefine how boats are bought and sold.~~strategies:

Develop New and Innovative Products in Our ~~Strategy~~Core Market. As an innovator, designer, manufacturer, and marketer of catamaran powerboats, we strive to design new and inventive products that appeal to a broad customer base. We intend to launch a number of new products and features with best-in-class quality, with the goal of increasing sales and significant margin expansion. For example, we currently have over a dozen gas-powered models in production ranging in size from our 22-foot single engine BayCat, center console to our flagship 40-foot offshore 400 GFX2. Our product development process enables us to renew our product portfolio with innovative offerings at a rate that we believe will be difficult for our competitors to match without significant additional capital investments. We intend to release new products and features multiple times during the year, which we believe enhances our reputation as a cutting-edge boat manufacturer and will drive consumer interest in our products.

~~Overall~~Increase ~~Strategy~~the Power Boat Category Segment. Our near-term product development strategy is to develop a new product line to reach underserved segments of the catamaran and monohull powerboat category that are distinct from our traditional customer base. Our existing supplier relationships, material agreements, and manufacturing processes should allow us to offer this product line at an attractive price point for the consumer while sustaining our gross margins and the product attributes critical to the Twin Vee brand.

WeCapture ~~intend~~Additional Market Share from Adjacent Boating Categories. Another strategy for growing our market share is to ~~capitalize~~introduce onnew ~~the~~products ~~thriving~~with ~~broader~~increased ~~marine~~versatility, functionality, ~~industry~~and ~~through~~performance that can appeal to a more expansive customer base that values boats for both water sports and general recreational boating purposes. In 2024 we launched several marketing campaigns that focused on new product launches and help to educate the ~~following~~market ~~strategies:~~on our value proposition to customers.

11Effectively Manage Dealer Inventory and Further Strengthen Our Dealer Network. We view our dealers as our partners and product champions. Therefore, we will continue to devote significant time and resources to finding high quality dealers and developing and improving their performance over time. We believe the quality and trust in our dealer relationships are more beneficial to our long-term success than the quantity of dealers. We currently have a network of 17 independent boat dealers across North America, Hawaii, and Australia.

~~Develop~~Design ~~New~~ and ~~Innovative~~Introduce ~~Products~~a inFirst ~~Our Core Market. As an innovator, designer, manufacturer, and marketer~~ of ~~catamaran powerboats, we strive to design new and inventive products that appeal to~~ a ~~broad~~Kind ~~customer base. We intend to launch a number of new products and features with best-~~in~~-class~~ ~~quality, with~~ the Marine ~~goal~~Market ofPro-Direct ~~increasing~~Platform. ~~sales~~As ~~and~~consumer ~~significant~~expectations ~~margin expansion. For example~~change, we ~~currently~~hope ~~have fifteen (15) gas-powered models in production ranging in size from our 24-foot, dual engine, center console~~ to ~~our~~revolutionize ~~newly~~the ~~designed~~marine ~~40-foot~~industry ~~offshore 400~~with ~~GFX.~~Wizz ~~We designed our first monohull boat~~Banger, a 22technology-~~foot,~~enabled ~~available~~marine inretail ~~both center~~ and ~~dual~~valuation ~~consoles.~~platform ~~This~~intended ~~is the first boat in a line of boats that will be sold under our new AquaSport brand. Our product development process enables us~~ to ~~renew~~modernize our product portfolio with innovative offerings at a rate that we believe will be difficult for our competitors to match without significant additional capital investments. We intend to release new products and ~~features~~streamline ~~multiple~~the ~~times~~process ~~during~~of ~~the~~buying, ~~year~~selling, ~~which we believe enhances our reputation as~~trading, ~~a cutting-edge boat manufacturer~~ and ~~will~~financing ~~drive~~recreational ~~consumer interest in our products~~boats.

Increase ~~the~~Our ~~Power~~Sales ~~Boat~~in ~~Category~~International ~~Segment~~Markets. ~~Our~~ ~~near-term~~We ~~product~~believe ~~development~~we ~~strategy~~have a brand that will have natural growth in international markets. Catamaran powerboats have already been accepted as the norm in many international markets. For example, the global catamaran market is expected to ~~develop~~expand at a ~~new~~compound ~~product~~annual ~~line~~growth torate (CAGR) ~~reach~~of ~~underserved~~5.8% ~~segments~~from of2022 ~~the~~to 2030. The U.S. catamaran market was worth $342.5 million in 2021 and ~~monohull~~is ~~powerboat category~~expected ~~that~~to ~~are~~expand ~~distinct~~at ~~from~~a ~~our~~CAGR ~~traditional~~of ~~customer~~5.4% from ~~base~~2022 to 2030. ~~Our~~Based ~~existing~~on ~~supplier~~our ~~relationships~~brand and product offering, ~~material~~as ~~agreements~~well as our potential distribution strengths, ~~and~~we ~~manufacturing processes~~believe ~~should~~we ~~allow~~are uswell positioned to ~~offer~~leverage ~~this~~our ~~product~~reputation ~~line~~and atcapture anadditional ~~attractive~~international ~~price~~sales. ~~point~~We ~~for~~believe ~~the~~that ~~consumer~~we ~~while~~will ~~sustaining~~increase our ~~gross~~international ~~margins~~sales by promoting our products in developed markets where we have a dealer base and ~~the~~in ~~product~~international ~~attributes~~markets ~~critical~~where rising consumer incomes are expected to ~~the~~increase ~~Twin~~demand ~~Vee~~for ~~brand~~recreational products, such as Australia, Europe, Israel, Dubai and Brazil. We are also developing new product offerings that will specifically target certain product demand from our international consumers and that we believe will drive further sales growth in international markets.

Capture Additional Market Share from Adjacent Boating Categories. Another strategy for growing our market share is to introduce new products with increased versatility, functionality, and performance that can appeal to a more expansive customer base that values boats for both water sports and general recreational boating purposes. In 2024 we launched several marketing campaigns that focused on new product launches and help to educate the market on our value proposition to customers.10

~~Effectively Manage Dealer Inventory and Further Strengthen~~ Our ~~Dealer~~Strengths ~~Network. We view our dealers as our partners~~ and ~~product~~Competitive champions. Therefore, we will continue to devote significant time and resources to finding high quality dealers and developing and improving their performance over time. We believe the quality and trust in our dealer relationships are more beneficial to our long-term success than the quantity of dealers. We currently have a network of 20 independent boat dealers in 34 locations across North America, the Caribbean and Central America. By expanding our network of qualified dealers, we expect to reduce the risk inherent in having three dealers representing 40% of overall revenues.Advantages

~~Design~~We ~~and~~believe ~~Introduce~~that ~~a First of a Kind in~~ the ~~Marine~~following ~~Market~~are ~~Pro-Direct Platform. As consumer expectations change, Twin Vee PowerCats hopes to revolutionize~~ the ~~marine~~key ~~industry~~investment ~~with~~attributes ~~its~~of ~~innovative web-based~~our ~~platform, “Pro Direct.” Inspired by successful automotive models like Toyota’s “Smart Path,” this platform is designed to offer customers a seamless, interactive buying experience.~~company:

12Recognized Brands. We believe the Twin Vee and Bahama Boat Works brands are well-known among boating enthusiasts for performance, quality, and value, and that the market recognizes both Twin Vee and Bahama Boat Works as brands that deliver a proposition.

~~Increase~~Diverse ~~Our~~Product ~~Sales in International Markets~~Offering. We ~~believe~~ weare ~~have~~able ato ~~brand~~attract ~~that~~consumers ~~will~~across ~~have~~multiple ~~natural~~categories ~~growth~~within inthe ~~international~~recreational ~~markets~~powerboat industry. ~~Catamaran~~We ~~powerboats~~currently have ~~already~~over ~~been~~a ~~accepted~~dozen ~~as the norm in~~models ~~many~~in ~~international~~production ~~markets.~~that ~~For~~range ~~example,~~from ~~the~~our ~~global~~22-foot ~~catamaran~~single ~~market~~engine ~~was~~BayCat ~~expected~~ to ~~expand~~our atflagship a40-foot ~~compound annual~~offshore ~~growth~~400GFX, ~~rate~~offered ~~(CAGR)~~at ofretail ~~5.8%~~prices ~~from~~that start ~~2022~~at toapproximately ~~2030. The U.S. catamaran market was worth~~ $~~342.5~~90,000 ~~million in 2021~~ and ~~was~~go ~~expected~~up to ~~expand at a CAGR of 5~~$900,000.4% ~~from~~We ~~2022~~further todiversified ~~2030. Based on~~ our ~~brand~~offerings ~~and~~in ~~product offering~~2025, aswith ~~well~~our asnew ~~out~~redesigned ~~potential~~22-foot ~~distribution~~Twin Vee ~~strengths,~~BayCat.

weFocus ~~believe~~on weInnovative ~~are~~Product ~~well positioned to leverage our reputation and capture additional international sales~~Offerings. We ~~believe that we will increase our international sales by promoting our products in developed markets~~ ~~where~~are wecurrently ~~have~~designing anumerous ~~dealer~~new ~~base~~boat ~~and~~models ~~in international markets where rising consumer incomes are expected~~ to ~~increase~~meet market demand ~~for~~and ~~recreational products,~~grow ~~such~~our ~~as Australia~~business, ~~Europe, Israel, Dubai~~ and ~~Brazil.~~our Wecurrent ~~are~~focus ~~also~~is ~~developing~~on ~~new~~bring ~~product~~a ~~offerings that will specifically target~~full ~~certain~~line ~~product~~of ~~demand~~monohull ~~from~~boats ~~our~~to ~~international~~the ~~consumers~~market ~~and~~under ~~that~~the weBahama ~~believe~~Boat ~~will~~Works ~~drive further sales growth in international markets~~brand.

~~Our~~Price ~~Strengths~~Point. Twin Vee has also made investments in infrastructure and ~~Competitive~~engineering. ~~Advantages~~These investments have resulted in lower material waste, reduced labor hours per boat, reduced re-work, and increased production efficiencies. Therefore, we are able to offer favorable pricing while increasing margins by controlling costs through disciplined engineering and manufacturing processes.

WeOur ~~believe that the following are the key investment attributes of our company:~~Markets

~~Recognized~~According ~~Brands~~to SSI data (Statistical Surveys Incorporated), 179,168 new watercraft were sold in the U.S. Wein ~~believe~~2024, a decline of 9.59% across the ~~Twin Vee~~entire ~~and~~industry ~~AquaSport~~compared ~~brands~~to ~~are~~2023. ~~well-known~~Our ~~among~~core ~~boating~~market corresponds ~~enthusiasts~~most ~~for~~directly ~~performance,~~with ~~quality,~~the ~~and~~saltwater ~~value,~~outboard market defined by SSI and ~~that~~is further categorized by the ~~market~~power ~~recognizes~~catamaran segment. ~~both~~The ~~Twin~~saltwater ~~Vee~~outboard ~~and~~market ~~AquaSport~~experienced asa ~~brands~~decline ~~that~~of ~~deliver~~9.26% in 2024 compared to 2023, with a ~~proposition~~total of 18,684 new units sold in the United States during 2024.

~~Diverse~~Outboard ~~Product~~Motor Offering. We are able to attract consumers across multiple categories within the recreational powerboat industry. We currently have fifteen (15) different models in production that range from 22-feet monohull to our newly designed 40-foot offshore 400GFX, offered at retail prices that start at approximately $75,000 and go up to $900,000. We will further diversify our offerings in 2025, with new models to our line including a redesigned Aquasport 22-foot and 24-foot boats and a 22-foot Twin Vee BayCat.Market

~~Focus~~An onoutboard ~~Innovative~~motor ~~Product~~is ~~Offerings.~~a Wepropulsion system for boats, ~~are~~consisting ~~currently~~of ~~designing~~a ~~numerous~~self-contained ~~new~~unit ~~boat~~that ~~models~~includes engine, gearbox and propeller or jet drive, designed to ~~meet~~be ~~market~~affixed ~~demand~~to ~~and~~the ~~grow~~outside ~~our~~of the ~~business~~boat. As well as providing propulsion, ~~and~~outboards ~~our~~provide ~~current~~steering ~~focus~~control, isas onthey ~~bring~~are adesigned ~~full~~to pivot over their mountings and ~~line~~thus control the direction of ~~monohull~~thrust. Outboard motors tend to be found on smaller watercraft as it is more efficient for larger boats to have an inboard system. Although outboard engines powered by fossil fuels have traditionally dominated this market and continue to do so, electric outboard motors are a relatively new phenomenon that have been growing in step with the ~~market~~growth ~~under~~in the ~~AquaSport~~electric ~~brand~~boat market. The boats that we sell and manufacture all have outboard motors.

~~Price~~According ~~Point.~~to ~~Twin~~the ~~Vee~~NMMA, ~~has~~sales ~~also~~of ~~made investments~~outboard engines. in ~~infrastructure~~the ~~and~~United ~~engineering.~~States ~~These~~(which ~~investments~~includes ~~have~~outboard ~~resulted~~motors) were $3.8 billion in ~~lower~~2023. ~~material~~Consumer ~~waste,~~demand ~~reduced~~for ~~labor~~higher-performance ~~hours~~engines ~~per~~hit ~~boat,~~an ~~reduced re~~all-~~work,~~time ~~and~~high ~~increased~~in ~~production efficiencies~~2020. ~~Therefore,~~The wemarket ~~are~~saw ~~able~~a todecline ~~offer~~of ~~favorable~~1.6% ~~pricing~~in ~~while~~2023, ~~increasing~~over ~~margins by controlling costs through disciplined engineering and manufacturing processes~~2022.

13Although many recreational boats can be powered by outboard or inboard motors, many consumers prefer outboard motors. Among the reasons for their preference are that, unlike inboard motors, outboard motors can be easily removed for storage or repairs, they provide more room in the boat as they are attached to the transom outside of the boat, they tend to have a shallower draft and they can be more easily replaced in the event the motor no longer works or a desire to upgrade to a higher horsepower.

~~Our Markets~~11

~~According to SSI data (Statistical Surveys Incorporated), 179,168 new watercraft were sold in the U.S. in 2024, a decline of 9.59% across the entire industry compared to 2023.~~ Our ~~core~~Dealer market corresponds most directly with the saltwater outboard market defined by SSI and is further categorized by the power catamaran segment. The saltwater outboard market experienced a decline of 9.26% in 2024 compared to 2023, with a total of 18,684 new units sold in the United States during 2024.Network

~~Outboard~~We ~~Motor~~primarily ~~Market~~sell our gas-powered boats through a network of 17 independent boat dealers across North America, Hawaii, and Australia. We are always seeking to recruit and establish new dealers and distributors domestically and are striving to develop international distribution.

AnWe ~~outboard~~establish ~~motor~~performance iscriteria athat ~~propulsion~~our ~~system for boats,~~dealers ~~consisting~~must ofmeet ain ~~self-contained~~order ~~unit that includes engine, gearbox and propeller or jet drive, designed~~ to be ~~affixed~~part ~~to the outside~~ of ~~the~~ ~~boat.~~our Asnetwork ~~well~~to asensure ~~providing~~our ~~propulsion,~~dealer ~~outboards~~network ~~provide~~remains ~~steering control~~strong, aswhich ~~they~~include ~~are~~minimum ~~designed~~annual topurchase ~~pivot over their mountings and~~orders. ~~thus~~As ~~control~~a ~~the~~member ~~direction~~ of ~~thrust.~~our ~~Outboard~~network, ~~motors~~dealers ~~tend~~in toNorth beAmerica ~~found~~may onqualify ~~smaller~~for ~~watercraft~~floor asplan itfinancing isprograms, ~~more~~rebates, ~~efficient~~seasonal ~~for~~discounts, ~~larger boats~~promotional toco-op ~~have~~payments anand ~~inboard~~other ~~system~~allowances. ~~Although~~We ~~outboard~~expect ~~engines~~this ~~powered~~will bystrengthen ~~fossil~~our ~~fuels~~dealers’ ~~have~~ability ~~traditionally dominated this market and continue~~ to do ~~so, electric outboard motors are a relatively new phenomenon that have been growing in step with the growth in the electric boat market. The boats that we~~ sell ~~and~~our ~~manufacture all have outboard motors~~products.

~~According~~During to the ~~NMMA~~year ended December 31, ~~sales~~2025, two individual dealers each represented over 10% of ~~outboard~~our ~~engines.~~ total sales and in the ~~United~~aggregate ~~States~~represented ~~(which~~27% ~~includes~~of ~~outboard~~total ~~motors)~~sales. ~~were~~During ~~$3.8~~the ~~billion~~year inended ~~2023.~~December 31, ~~Consumer~~2024, ~~demand~~three ~~for~~individual ~~higher-performance~~dealers ~~engines~~represented ~~hit~~over ~~an all-time~~10% ~~high~~of inour ~~2020.~~total ~~The~~sales, ~~market~~and ~~saw~~in athe ~~decline~~aggregate ofrepresented ~~1.6~~40% inof ~~2023,~~total ~~over 2022~~sales.

~~Although~~We ~~many~~consistently ~~recreational~~review ~~boats~~our ~~can~~distribution benetwork ~~powered by~~to ~~outboard~~identify oropportunities ~~inboard~~to ~~motors,~~expand ~~many~~our ~~consumers~~geographic ~~prefer~~footprint ~~outboard~~and ~~motors.~~improve ~~Among~~our ~~the~~coverage ~~reasons~~of ~~for~~the ~~their~~market. ~~preference~~We ~~are~~believe that, ~~unlike~~our ~~inboard~~diverse ~~motors,~~product ~~outboard~~offering ~~motors~~and ~~can~~strong bemarket ~~easily~~position ~~removed~~in ~~for~~the ~~storage~~United orStates ~~repairs,~~helped ~~they~~us ~~provide~~capitalize ~~more~~on ~~room~~growth inopportunities as our industry recovered from the economic ~~boat~~downturn. asWe ~~they~~have ~~are~~the ~~attached~~ability to ~~the~~opportunistically ~~transom~~add ~~outside of~~new ~~the~~dealers ~~boat,~~and ~~they~~new ~~tend~~dealer locations to ~~have~~previously aunderserved ~~shallower~~markets and ~~draft~~use data and ~~they~~performance ~~can~~metrics beto ~~more~~monitor ~~easily~~dealer ~~replaced~~performance. inWe ~~the~~believe ~~event~~our ~~the~~outstanding ~~motor~~dealer nonetwork ~~longer~~allows ~~works~~us orto ~~a desire~~distribute toour ~~upgrade~~products tomore aefficiently ~~higher~~than ~~horsepower~~our smaller competitors.

~~Our~~We ~~Dealer~~do ~~Network~~not have written agreements with our dealers. Prior to the beginning of each year, we establish a minimum number of units that each dealer must acquire based upon indications of interest from the dealers. Payment for the units is made by the dealer or a third-party lender once the boat is manufactured and delivered to the dealer. Dealers are not contractually obligated to purchase any boats. Although to date most dealers have purchased boats for which they have provided indications of interest, we could experience excess inventory and costs if a dealer should choose not to purchase a boat for which it has provided an indication of interest. Beginning in early 2025, as a condition to participate in various programs, we are requiring new dealers to sign a dealer agreement, provide a non-binding APT (Annual Purchase Target), register new boat owners’ warranty information and meet various other requirements. There can be no assurances that these efforts will result in any specific level of participation or adherence to the annual APT.

WeDemand ~~primarily~~for ~~sell~~ our ~~gas-powered~~products ~~boats~~is ~~through~~typically ~~a network of 22 independent dealers across North America~~seasonal, ~~the~~with sales ~~Caribbean~~generally ~~(one~~highest in the ~~Bahamas,~~second ~~Puerto~~quarter ~~Rico~~of ~~and~~the ~~Cayman~~calendar ~~Islands) and Central America (Panama City~~year, ~~Panama).~~although Wemarket ~~are~~turmoil ~~always~~over ~~seeking~~the tolast ~~recruit~~couple ~~and~~of ~~establish~~years ~~new dealers and distributors domestically and are striving~~overshadowed tonormal ~~develop~~seasonal ~~international distribution~~patterns.

WeFloor ~~establish~~Plan performance criteria that our dealers must meet in order to be part of our network to ensure our dealer network remains strong, which include minimum annual purchase orders. As a member of our network, dealers in North America may qualify for floor plan financing programs, rebates, seasonal discounts, promotional co-op payments and other allowances. We expect this will strengthen our dealers’ ability to sell our products.Financing

14Our North American dealers often purchase boats through floor plan financing programs with third-party floor plan financing providers. During the year ended December 31, 2025, a majority of our North American shipments were made pursuant to floor plan financing programs through which our dealers participate. These programs allow dealers across our brands to establish lines of credit with third-party lenders to purchase inventory. Under these programs, a dealer draws on the floor plan facility upon purchasing a boat from us and the lender pays us the invoice price of the boat. As is typical in our industry, we have entered into repurchase agreements with certain floor plan financing providers to our dealers. Under the terms of these arrangements, in the event a lender repossesses a boat from a dealer that has defaulted on its floor financing arrangement and is able to deliver the repossessed boat to us, we are obligated to repurchase the boat from the lender. Our obligation to repurchase such repossessed products for the unpaid balance of our original invoice price for the boat is subject to reduction or limitation based on the age and condition of the boat at the time of repurchase, and in certain cases by an aggregate cap on repurchase obligations associated with a particular floor financing program.

~~For~~Our ~~the~~exposure ~~year~~under ~~ended~~repurchase ~~December~~agreements ~~31,~~with ~~2024, our top three~~third-party ~~dealers~~lenders onis amitigated ~~consolidated~~by ~~basis~~our ~~accounted~~ability ~~for~~to ~~approximately~~resell ~~40%~~repurchased ofinventory ~~our~~to ~~consolidated~~a ~~revenues~~new dealer. ~~Each~~The ofprimary ~~these~~cost ~~three~~to ~~dealers~~us ~~accounted~~of ~~for more~~a ~~than~~repurchase ~~10%~~event ofis ~~our~~any margin ~~consolidated~~loss ~~revenues~~on ~~for~~ the ~~year~~resale ~~ended~~of ~~December~~a ~~31,~~repurchased ~~2024~~unit.

For the year ended December 31, 2023, our top five dealers on a consolidated basis accounted for approximately 35% of our consolidated revenues. During the year ended December 31, 2023, one individual dealer represented 10% of our total sales.12

We consistently review our distribution network to identify opportunities to expand our geographic footprint and improve our coverage of the market. We believe that our diverse product offering and strong market position in the United States helped us capitalize on growth opportunities as our industry recovered from the economic downturn. We have the ability to opportunistically add new dealers and new dealer locations to previously underserved markets and use data and performance metrics to monitor dealer performance. We believe our outstanding dealer network allows us to distribute our products more efficiently than our smaller competitors.Competition

WeThe dopowerboat ~~not~~industry, ~~have~~including ~~written~~the ~~agreements with our dealers.~~performance ~~Prior~~sport toboat ~~the beginning of each year~~category, weis ~~establish~~highly acompetitive ~~minimum~~for ~~number~~consumers ofand ~~units that each dealer must acquire based upon indications of interest from the~~ dealers. ~~Payment~~Competition ~~for~~affects ~~the~~our ~~units~~ability isto ~~made~~succeed byin the ~~dealer~~markets orwe acurrently serve ~~third-party~~and ~~lender~~new ~~once~~markets ~~the~~that ~~boat~~we ismay ~~manufactured~~enter ~~and~~in ~~delivered to~~ the ~~dealer.~~ ~~Dealers are not contractually obligated to purchase any boats~~future. ~~Although~~We tocompete ~~date~~with ~~most~~several ~~dealers~~large ~~have~~manufacturers ~~purchased~~that ~~boats~~may ~~for which they~~ have ~~provided~~greater ~~indications of interest~~financial, ~~we could experience excess inventory~~ marketing and ~~costs~~other ifresources athan ~~dealer~~we ~~should~~do. ~~choose~~We ~~not~~compete towith ~~purchase~~large amanufacturers ~~boat for~~who ~~which~~are itrepresented ~~has~~by ~~provided~~dealers anin ~~indication~~the ofmarkets ~~interest. Beginning~~ in ~~early~~which ~~2025,~~we asnow aoperate and ~~condition~~into towhich ~~participate in various programs,~~ we ~~are requiring~~plan ~~new dealers~~ to ~~sign~~expand. aWe ~~dealer~~also ~~agreement,~~compete ~~provide~~with a ~~non-binding~~wide ~~APT~~variety ~~(Annual~~of ~~Purchase Target)~~small, ~~register~~independent ~~new boat owners’ warranty information and meet various other requirements~~manufactures. ~~There~~Competition ~~can be no assurances that these efforts will result~~ in ~~any~~our ~~specific level~~industry ofis ~~participation~~based orprimarily ~~adherence~~on tobrand ~~the~~name, ~~annual~~price ~~APT~~and product performance.

~~Demand~~We also face competition for ~~our~~employees. ~~products~~Competition for individuals with experience designing, manufacturing and servicing electric boats is ~~typically~~intense, ~~seasonal~~and we may not be able to attract, ~~with~~assimilate, ~~sales~~train ~~generally~~or ~~highest~~retain additional highly qualified personnel in the ~~second~~future. ~~quarter~~The offailure ~~the~~to ~~calendar~~attract, ~~year~~integrate, ~~although~~train, ~~market~~motivate ~~turmoil~~and ~~over~~retain ~~the~~these additional ~~last~~employees ~~couple~~could ofseriously ~~years~~harm ~~overshadowed normal~~our ~~seasonal~~business ~~patterns~~and prospects.

~~Floor~~Raw ~~Plan~~Materials, ~~Financing~~Principal Suppliers, and Customers

~~Our~~We ~~North~~purchase ~~American~~a ~~dealers~~number ~~often~~of ~~purchase boats through~~our ~~floor~~product ~~plan~~parts ~~financing~~and ~~programs~~components ~~with~~from third-party ~~floor~~suppliers, ~~plan~~including ~~financing providers. During~~ the ~~year~~fiberglass ~~ended~~we ~~December~~use ~~31,~~to ~~2024,~~manufacture aparts ~~majority~~ of ~~our~~ ~~North American shipments were made pursuant to floor plan financing programs through which~~ our ~~dealers~~boats, ~~participate. These programs~~hydrocarbon ~~allow~~feedstocks ~~dealers~~and ~~across~~steel, ~~our~~as ~~brands~~well toas ~~establish~~product ~~lines~~parts ofand ~~credit~~components, ~~with~~such ~~third-party~~as ~~lenders~~engines toand ~~purchase~~electronic ~~inventory. Under these programs~~controls, athrough ~~dealer draws on the floor plan facility upon purchasing~~ a ~~boat~~sales ~~from~~order ~~us and the lender pays us the invoice price of the boat~~process. ~~As is typical in~~ ~~our~~The ~~industry,~~most wesignificant ~~have~~component ~~entered~~used ~~into repurchase agreements with certain floor plan financing providers to our dealers. Under the terms of these arrangements,~~ in ~~the~~manufacturing ~~event~~ a ~~lender~~gas-powered ~~repossesses a~~ boat, ~~from~~based ~~a dealer that has defaulted~~ on ~~its~~cost, ~~floor financing arrangement and~~ is ~~able~~ ~~to deliver~~ the ~~repossessed boat to us, we are obligated to repurchase the boat from the lender~~engine. ~~Our~~We ~~obligation~~maintain toa ~~repurchase~~strong ~~such~~and long-standing ~~repossessed~~relationship ~~products~~with ~~for the unpaid balance of~~ our ~~original~~main ~~invoice~~supplier ~~price for the boat is subject to reduction or limitation based on the age and condition~~ of ~~the~~engines, ~~boat~~Suzuki atMotor ~~the time~~ of ~~repurchase~~America, ~~and in certain cases by an aggregate cap on repurchase obligations associated with a particular floor financing program~~Inc.

15We do not maintain long-term contracts with preferred suppliers but instead rely on informal arrangements and off-the-shelf purchases. We purchase motors from three different manufacturers. We have not experienced any material shortages in any of our product parts, or components. Temporary shortages, when they do occur, usually involve manufacturers of these products adjusting model mix, introducing new product lines, or limiting production in response to an industry-wide reduction in boat demand.

~~Our~~A ~~exposure~~few ~~under~~customers ~~repurchase~~have ~~agreements~~in ~~with~~the ~~third-party~~past, and may in the future, ~~lenders~~account isfor ~~mitigated~~a bysignificant portion of our ~~ability~~revenues toin ~~resell~~any ~~repurchased~~one ~~inventory~~year toor over a ~~new~~period ~~dealer~~of several consecutive years. ~~The~~For ~~primary~~example, ~~cost~~during tothe year usend December 31, 2025 two dealers represented 27% of aour ~~repurchase~~sales, ~~event~~while isduring ~~any~~the year end December 31, 2024, three dealers represented ~~margin~~40% ~~loss~~of onour ~~the~~sales. ~~resale~~The loss of abusiness ~~repurchased~~from ~~unit.~~a Tosignificant ~~date,~~customer wecould have ~~not~~a ~~been~~material ~~required~~adverse toeffect ~~repurchase~~on ~~any~~our ~~boats~~business, ~~under~~financial ~~repurchase~~condition, results ~~agreements~~of operations and cash flows.

~~Competition~~Intellectual Property

~~The~~We ~~powerboat~~have ~~industry,~~not ~~including~~protected ~~the performance~~our ~~sport~~intellectual ~~boat~~property ~~category,~~rights isfor ~~highly~~our ~~competitive~~gas-powered ~~for~~motor ~~consumers~~products through patents or formal copyright registration, and ~~dealers.~~we ~~Competition~~do ~~affects~~not ~~our~~currently have ~~ability~~any patent applications pending related to ~~succeed~~our ingas-powered ~~the~~boats. ~~markets~~Instead, we ~~currently serve~~rely on trade secrets, know-how and ~~new~~technology ~~markets~~to ~~that~~protect our wecurrent ~~may~~products, ~~enter~~which inare not protected by patents, to protect the ~~future~~intellectual property behind our boats. We ~~compete~~utilize confidentiality agreements with ~~several~~our ~~large~~collaborators, ~~manufacturers~~employees, ~~that~~consultants, ~~may~~outside ~~have~~collaborators ~~greater~~and ~~financial,~~other ~~marketing~~advisors to protect our proprietary technology and ~~other~~processes. ~~resources~~These ~~than~~agreements wemay ~~do.~~not Weeffectively ~~compete~~prevent ~~with~~disclosure ~~large~~of ~~manufacturers~~confidential ~~who~~information ~~are~~and ~~represented~~may bynot ~~dealers~~provide an adequate remedy in the ~~markets~~event inof ~~which~~unauthorized wedisclosure ~~now~~of ~~operate~~confidential information. In addition, others may independently discover trade secrets and proprietary information, and ~~into~~in ~~which~~such cases, we ~~plan~~could tonot ~~expand~~assert any trade-secret rights against such party. WeCostly ~~also~~and ~~compete~~time-consuming litigation ~~with~~could abe ~~wide~~necessary ~~variety~~to enforce and determine the scope of ~~small~~our proprietary rights, ~~independent~~and ~~manufactures.~~failure ~~Competition~~to inobtain or maintain trade secret protection could adversely affect our ~~industry~~competitive business position. See “Risk Factors—Intellectual Property Risks.” isAlthough ~~based~~we ~~primarily~~do onhave ~~brand~~patents ~~name,~~to ~~price~~protect ~~and~~our ~~product~~intellectual ~~performance~~property rights for electric powered motor products; we are no longer developing electric powered boats.

We also face competition for employees. Competition for individuals with experience designing, manufacturing and servicing electric boats is intense, and we may not be able to attract, assimilate, train or retain additional highly qualified personnel in the future. The failure to attract, integrate, train, motivate and retain these additional employees could seriously harm our business and prospects.13

~~Raw~~Insurance ~~Materials, Principal Suppliers,~~ and ~~Customers~~Product Warranties

We ~~purchase~~carry avarious ~~number of our~~insurance ~~product parts and components from third-party suppliers~~policies, including ~~the~~policies ~~fiberglass we use~~ to ~~manufacture~~cover ~~parts~~general ofproducts ~~our boats~~liability, ~~hydrocarbon feedstocks~~directors and ~~steel~~officers, asworkers’ ~~well~~compensation asand ~~product~~other ~~parts~~ casualty and ~~components~~property risks, ~~such~~to asprotect ~~engines~~against ~~and~~certain ~~electronic~~risks ~~controls,~~of ~~through~~loss aconsistent ~~sales~~with ~~order~~the ~~process. The~~exposures ~~most~~associated ~~significant~~with ~~component~~the ~~used~~nature inand ~~manufacturing~~scope aof ~~gas-powered~~our operations. ~~boat,~~Our policies are generally based on ~~cost,~~our issafety ~~the~~record ~~engine.~~as Wewell ~~maintain~~as amarket ~~strong~~trends ~~and~~in ~~long-standing relationship~~the ~~with~~insurance ~~our~~industry ~~main~~and ~~supplier~~are ofsubject ~~engines~~to certain deductibles, ~~Suzuki~~limits ~~Motor~~and ofpolicy ~~America,~~terms ~~Inc~~and conditions.

We doprovide ~~not~~limited maintain long-term contracts with preferred suppliers but instead rely on informal arrangements and off-the-shelf purchases. We purchase motors from three different manufacturers. We have not experienced any material shortages in any of our product ~~parts~~warranties, orgenerally ~~components. Temporary shortages,~~covering ~~when~~periods ~~they do occur, usually involve manufacturers~~ of ~~these~~ten ~~products~~years ~~adjusting~~for ~~model~~the ~~mix~~hull, ~~introducing~~and ~~new~~the ~~product~~motors ~~lines,~~are orunder ~~limiting~~warranty ~~production in~~by ~~response~~their ~~to an industry-wide reduction in boat demand~~manufacturer.

AIn ~~few customers have in the past~~addition, ~~and~~we ~~may~~provide ~~in the future, account for~~ a ~~significant~~three-year ~~portion~~limited offiberglass small ~~our~~parts ~~revenues~~warranty inon ~~any~~some ~~one~~parts ~~year~~and orcomponents, ~~over~~such aas ~~period~~consoles. ofGelcoat ~~several~~is ~~consecutive~~covered ~~years.~~up ~~For~~to ~~example,~~one ~~during the~~ year. ~~end~~We ~~December~~pass ~~31,~~all ~~2024~~warranties ~~three~~included with ~~dealers~~third ~~represented~~party ~~40%~~components ~~of our sales~~(e.g., ~~while during the year end December 31~~stereos, ~~2023~~pumps, ~~five~~electrical ~~dealers~~devices) ~~represented 35%~~directly ofon ~~our~~to ~~sales~~the consumer. ~~The~~Where ~~loss~~there ofis ~~business~~no ~~from~~separate aOEM ~~significant~~warranty, we ~~customer~~provide ~~could have~~ a ~~material~~one-year ~~adverse~~basic ~~effect~~limited onsystems ~~our~~warranty ~~business,~~for ~~financial~~repair ~~condition, results~~or replacement of ~~operations~~the ~~and~~defective ~~cash flows~~part.

16Environmental, Safety and Regulatory Matters

~~Intellectual~~Certain ~~Property~~materials used in our manufacturing, including the resins used in production of our boats, are toxic, flammable, corrosive or reactive and are classified by the federal and state governments as “hazardous materials.” Control of these substances is regulated by the Environmental Protection Agency (the “EPA”) and state pollution control agencies. The United States Clean Air Act (the “CAA”) and corresponding state and provincial rules regulate emissions of air pollutants. The Occupational Safety and Health Administration (“OSHA”) standards limit the emissions to which an employee may be exposed without the need for respiratory protection or upgraded plant ventilation. Our facilities are regularly inspected by OSHA and by state and local inspection agencies and departments. We believe that our facility complies in all material aspects with these regulations. Although capital expenditures related to compliance with environmental laws are expected to increase, we do not currently anticipate any material expenditure will be required to continue to comply with existing environmental or safety regulations in connection with our existing manufacturing facilities.

WePowerboats ~~have~~sold ~~not~~in ~~protected~~the ~~our~~United ~~intellectual~~States ~~property~~must ~~rights~~be ~~for~~manufactured ~~our~~to ~~gas-powered~~meet ~~motor~~the ~~products~~standards ~~through~~of ~~patents~~certification orrequired ~~formal~~by ~~copyright~~the ~~registration,~~United ~~and~~States weCoast ~~do not currently have any patent applications pending related to our gas-powered boats~~Guard. ~~Instead,~~In ~~we rely on trade secrets~~addition, ~~know-how~~boats ~~and technology to protect~~manufactured ~~our~~for ~~current~~sale ~~products,~~in ~~which~~the ~~are~~European ~~not~~Community ~~protected~~must bybe ~~patents,~~certified to ~~protect~~meet the ~~intellectual~~European ~~property~~Community’s ~~behind~~imported ~~our~~manufactured ~~boats.~~products ~~We utilize confidentiality~~standards. ~~agreements~~These ~~with~~certifications ~~our~~specify ~~collaborators,~~standards ~~employees,~~for ~~consultants,~~the ~~outside~~design ~~collaborators~~ and ~~other~~construction ~~advisors~~of ~~to protect our proprietary technology and processes~~powerboats. ~~These~~We ~~agreements~~believe ~~may~~that ~~not~~all ~~effectively prevent disclosure~~ of ~~confidential~~our ~~information~~boats ~~and~~meet ~~may~~these ~~not provide an adequate remedy in the event of unauthorized disclosure of confidential information~~standards. In addition, ~~others~~safety ~~may~~of ~~independently~~recreational ~~discover~~boats ~~trade~~is ~~secrets~~subject ~~and proprietary~~to ~~information,~~federal ~~and~~regulation inunder ~~such~~the ~~cases,~~Boat weSafety ~~could~~Act ~~not~~of ~~assert~~1971, ~~any~~which ~~trade-secret~~requires ~~rights~~boat ~~against such party. Costly and time-consuming~~manufacturers ~~litigation could be necessary~~ to ~~enforce~~recall ~~and~~products ~~determine~~for ~~the~~replacement ~~scope~~ of ~~our~~parts ~~proprietary rights, and failure to obtain~~ or ~~maintain~~components ~~trade~~that ~~secret protection~~have ~~could~~demonstrated ~~adversely~~defects ~~affect~~affecting ~~our competitive business position~~safety. ~~See~~We ~~“Risk~~have ~~Factors-Intellectual~~instituted ~~Property~~recalls for ~~Risks.”~~defective ~~Although we~~component doparts ~~have~~produced ~~patents~~by tocertain ~~protect~~of our ~~intellectual~~third-party ~~property~~suppliers. ~~rights~~None ~~for~~of ~~electric~~the ~~powered~~recalls ~~motor~~has ~~products;~~had wea ~~are~~material noadverse ~~longer developing electric~~effect ~~powered~~on ~~boats~~our company.

~~Insurance~~In addition to the regulation of our manufacturing operations, the EPA has adopted regulations stipulating that many marine propulsion engines meet certain air emission standards. The engines used in our products, all of which are manufactured by third parties, are warranted by the manufacturers to be in compliance with the EPA’s emission standards. Furthermore, the engines used in our products must comply with the applicable emission standards under the Center for European Policy Analysis (“CEPA”) and ~~Product~~corresponding ~~Warranties~~provincial legislation. The additional cost of complying with these regulations has increased our cost to purchase the engines and, accordingly, has increased the cost to manufacture our products.

WeIf ~~carry~~we ~~various~~are ~~insurance policies,~~not ~~including~~able ~~policies~~ to ~~cover~~pass ~~general~~these ~~products~~additional ~~liability, directors and officers, workers’ compensation and other casualty~~costs ~~and~~along ~~property risks,~~ to ~~protect~~our ~~against~~dealers, ~~certain~~it ~~risks~~may ofhave ~~loss~~a ~~consistent~~negative ~~with~~impact ~~the exposures associated with the nature and scope of our operations. Our policies are generally based~~ on our ~~safety~~business ~~record as well as market trends in the insurance industry~~ and ~~are~~financial ~~subject to certain deductibles, limits and policy terms and conditions~~condition.

WeEmployees/Human ~~provide limited product warranties, generally covering periods of ten years for the hull, and the motors are under warranty by their manufacturer.~~Capital

InWe ~~addition,~~currently weemploy ~~provide a three-year limited fiberglass~~approximately ~~small~~70 ~~parts warranty on some parts and components~~employees, ~~such as consoles. Gelcoat is covered up to one year. We pass~~ all ~~warranties~~of ~~included with~~whom ~~third~~are ~~party~~full-time ~~components (e~~employees.~~g.,~~ ~~stereos,~~None ~~pumps,~~of ~~electrical~~our ~~devices)~~employees ~~directly~~are onrepresented toby ~~the consumer. Where there is no separate OEM warranty, we provide~~ a ~~one-year~~labor ~~basic limited systems warranty for repair or replacement of the defective part~~union.

1714

~~Environmental,~~Competitive ~~Safety~~Pay and ~~Regulatory Matters~~Benefits

~~Certain~~Our ~~materials~~compensation ~~used in~~programs ~~our~~are ~~manufacturing,~~designed ~~including~~to align the ~~resins~~compensation ~~used in production~~ of our ~~boats,~~employees ~~are~~with ~~toxic,~~our ~~flammable,~~performance ~~corrosive or reactive~~ and ~~are~~to ~~classified by~~provide the ~~federal~~proper ~~and~~incentives ~~state~~to ~~governments~~attract, asretain ~~“hazardous materials.” Control of these substances is regulated by the Environmental~~and ~~Protection~~motivate ~~Agency~~employees ~~(the~~to ~~“EPA”)~~achieve ~~and~~superior ~~state pollution control agencies~~results. The ~~United~~structure ~~States Clean Air Act (the “CAA”) and corresponding state and provincial rules regulate emissions~~ of ~~air~~our ~~pollutants.~~compensation ~~The~~programs ~~Occupational~~balances ~~Safety~~incentive ~~and~~earnings ~~Health Administration (“OSHA”) standards limit the emissions to which an employee may be exposed without the need~~ for ~~respiratory~~both ~~protection or upgraded plant ventilation.~~short-term ~~Our facilities are regularly inspected by OSHA~~ and bylong-term ~~state and local inspection agencies and departments~~performance. We believe that our facility complies in all material aspects with these regulations. Although capital expenditures related to compliance with environmental laws are expected to increase, we do not currently anticipate any material expenditure will be required to continue to comply with existing environmental or safety regulations in connection with our existing manufacturing facilities.Specifically:

~~Powerboats~~● ~~sold~~we inprovide ~~the~~employee ~~United States~~wages must be manufactured to meet the standards of certification required by the United States Coast Guard. In addition, boats manufactured for sale in the European Community must be certified to meet the European Community’s imported manufactured products standards. These certifications specify standards for the design and ~~construction~~benefits ~~of powerboats. We believe~~ that ~~all~~are ofcompetitive ~~our~~and ~~boats~~consistent ~~meet~~with ~~these~~employee ~~standards. In addition~~positions, ~~safety~~skill oflevels, ~~recreational boats is subject to federal regulation under the Boat Safety Act of 1971~~experience, ~~which~~knowledge ~~requires~~and ~~boat~~geographic manufacturers to recall products for replacement of parts or components that have demonstrated defects affecting safety. We have instituted recalls for defective component parts produced by certain of our third-party suppliers. None of the recalls has had a material adverse effect on our company.location;

In● ~~addition~~we toalign ~~the regulation of~~ our ~~manufacturing operations,~~executives’ ~~the~~long-term ~~EPA~~equity ~~has~~compensation ~~adopted~~with ~~regulations stipulating that many marine propulsion engines meet certain air emission standards. The engines used in~~ our ~~products,~~shareholders’ ~~all~~interests ~~of which are manufactured~~ by ~~third~~linking ~~parties,~~realizable ~~are~~pay ~~warranted by the manufacturers to be in compliance~~ with ~~the EPA’s~~stock ~~emission~~performance; ~~standards. Furthermore, the engines used in our products must comply with the applicable emission standards under the Center for European Policy Analysis (“CEPA”)~~ and corresponding provincial legislation. The additional cost of complying with these regulations has increased our cost to purchase the engines and, accordingly, has increased the cost to manufacture our products.

If● weall employees are ~~not~~eligible ~~able~~for tohealth ~~pass~~insurance, ~~these~~paid ~~additional~~and ~~costs along~~unpaid ~~to our dealers~~leaves, ~~it may have~~ a ~~negative~~retirement ~~impact~~plan onand ~~our~~life ~~business~~ and ~~financial~~disability/accident ~~condition~~coverage.

~~Employees/Human~~Legal ~~Capital~~Proceedings

WeFrom ~~currently~~time ~~employ~~to ~~approximately~~time, we may become involved in legal 65proceedings ~~employees~~or be subject to claims arising in the ordinary course of our business. Except as disclosed below, ~~which~~we ~~includes~~are ~~about~~not 45presently ~~hands-~~a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on ~~boat~~our ~~builders~~business, ~~all~~operating ofresults, ~~whom~~financial ~~are~~condition ~~full-time~~or ~~employees~~cash flows. ~~None~~Regardless of ~~our~~the ~~employees~~outcome, ~~are~~litigation ~~represented~~can have an adverse impact byon aus ~~labor~~because ~~union~~of defense and settlement costs, diversion of management resources and other factors.

18On March 10, 2025, shareholders Nabeel Youseph and Marisa Hardyal-Youseph (“Plaintiffs”), who are former holders of common stock of Forza X1, Inc. (“Forza”), commenced an action in the Court of Chancery in the State of Delaware, captioned Youseph, et al. v. Visconti, et al., Case No. 2025-0262, by filing a putative class action complaint (the “Complaint”) against Defendants Joseph Visconti, Kevin Schuyler, Neil Ross, Twin Vee PowerCats Co. and Twin Vee PowerCats, Inc. (collectively, “Defendants”), related to Forza’s merger with Twin Vee seeking an unspecified award of damages, plus interest, costs, and attorneys’ fees. Plaintiffs’ Complaint asserts claims (1) against Defendants for breach of fiduciary duty in their capacities as controlling shareholders of Forza, (2) against Messrs. Visconti, Schuyler, and Ross for breach of fiduciary duty in their capacities as directors of Forza, and (3) against Mr. Visconti for breach of fiduciary duty in his capacity as an officer of Forza. Defendants deny the allegations and intend to vigorously defend against the claims. At this time, as the matter is in the pleadings stage, the Company is unable to estimate or project the ultimate outcome of this matter.

~~Competitive~~Corporate ~~Pay and Benefits~~Information

Our ~~compensation~~principal ~~programs~~executive office is located at 3101 ~~are~~S. ~~designed~~US-1, toFt. ~~align~~Pierce, ~~the~~Florida ~~compensation~~34982 ofand our ~~employees~~telephone ~~with~~number is (772) 429-2525. We maintain our ~~performance~~corporate ~~and~~website at www.twinvee.com. The reference to ~~provide~~our ~~the~~website ~~proper~~is ~~incentives~~an toinactive ~~attract~~textual reference only, ~~retain~~the ~~and motivate~~information ~~employees~~that tocan ~~achieve~~be ~~superior~~accessed ~~results.~~through ~~The~~our ~~structure~~website is not part of this ~~our~~report, ~~compensation~~and ~~programs~~investors ~~balances~~should ~~incentive~~not ~~earnings~~rely ~~for~~on ~~both~~any ~~short-term and~~such ~~long-term~~information ~~performance.~~in ~~Specifically:~~deciding whether to purchase our common stock.

●We wewere ~~provide~~incorporated ~~employee~~in ~~wages~~the State of Florida as Twin Vee Catamarans, Inc. on December 1, 2009 and ~~benefits~~reincorporated ~~that~~in ~~are~~Delaware ~~competitive~~on April 7, 2021 under the name to Twin Vee PowerCats Co. ValueRich, Inc. was incorporated under the laws of the state of Florida on July 11, 2003 and ~~consistent~~reincorporated ~~with~~in ~~employee~~Delaware ~~positions~~on March 3, ~~skill~~2006. ~~levels~~On February 17, ~~experience~~2015 ValueRich, ~~knowledge~~Inc. consummated the acquisition of Twin Vee Catamarans, Inc. On April 26, 2016, ValueRich, Inc. changed its name and ~~geographic~~began ~~location;~~operating under the name Twin Vee PowerCats, Inc. On December 5, 2022, Twin Vee PowerCats, Inc. was merged into our company.

●Forza weX1, ~~align~~Inc. ~~our~~was ~~executives~~initially incorporated as Electra Power Sports, Inc. on October 15, 2021, which name was subsequently changed to Forza X1, Inc. on October 29, 2021. Prior to Forza’s incorporation ~~long-term~~on ~~equity~~October ~~compensation~~15, ~~with~~2021, the electric boat business was operated as our ~~shareholders’~~Electra ~~interests~~Power bySports™ ~~linking~~Division. ~~realizable~~Following ~~pay~~our initial ~~with~~public offering that closed on July 23, 2021 (the “IPO”), we determined in October 2021 that for several reasons, that we would market our new independent line of electric boats under a new brand name (and new subsidiary). and we engaged in a public offering of the shares of common stock ~~performance;~~of Forza. During 2024, Forza determined to cease production of its planned electric boat, and on November 26, 2024, Forza was merged into Twin Vee PowerCats. Co. and became a wholly -owed subsidiary of Twin Vee PowerCats. Co.

~~● all employees are eligible for health insurance, paid and unpaid leaves, a retirement plan and life and disability/accident coverage.~~15

~~Health~~On ~~and~~March ~~Safety~~26, 2025, the Company formed Wizz Banger, Inc., a wholly owned subsidiary in the state of Florida in connection with the Company’s plan to develop an enhanced used boat marketplace.

~~The~~We ~~health~~are ~~and~~subject ~~safety~~to the reporting requirements of the ~~our~~Exchange ~~employees~~Act. isThe ~~our~~Exchange ~~highest~~Act ~~priority,~~requires ~~and~~us ~~this~~to isfile ~~consistent~~periodic ~~with~~reports, ~~our~~proxy ~~operating~~statements ~~philosophy.~~and ~~Accordingly,~~other information with the ~~global~~Securities ~~spread~~and ~~of the~~Exchange ~~ongoing~~Commission ~~novel~~(“SEC”). ~~coronavirus~~The ~~pandemic,~~SEC wemaintains ~~have~~a ~~implemented~~website ~~plans~~that ~~designed~~contains toreports, ~~address~~proxy and ~~mitigate~~information ~~the~~statements, ~~impact~~and ofother ~~pandemics~~information regarding onissuers that file electronically with the ~~safety~~SEC. ~~of our~~These ~~employees~~materials ~~and~~may ~~our~~be ~~business,~~obtained ~~which~~electronically ~~include~~by accessing the SEC’s website at http://www.sec.gov.

●Implications ~~adding~~of ~~work~~Being ~~from~~an ~~home~~Emerging ~~flexibility;~~Growth ~~● adjusting attendance policies to encourage those who are sick to stay home;~~Company

●We ~~increasing~~are ~~cleaning~~an ~~protocols~~“emerging ~~across~~growth ~~all~~company,” ~~locations~~as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and therefore we intend to take advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal controls over financial reporting audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments. We may take advantage of these exemptions until we are no longer an “emerging growth company.” In addition, the JOBS Act provides that an “emerging growth company” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards under the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. We will remain an “emerging growth company” until the earlier of (1) the last day of the fiscal year: (a) following the fifth anniversary of the completion of our initial public offering; (b) in which we have total annual gross revenue of at least $1.235 billion; or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeded $700.0 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” have the meaning associated with that term in the JOBS Act.

~~● initiating regular communication regarding impacts of the COVID-19 pandemic, including health and safety protocols and procedures.~~Recent Developments

~~Corporate~~First ~~Information~~Amendment to the License and Conditional Sale Agreement with Revver Digital, LLC

~~Our~~Effective ~~principal~~July ~~executive~~14, ~~office~~2025, we isand ~~located~~our atrecently ~~3101 S.~~formed, ~~US-1~~wholly owned subsidiary, FtWizz Banger, Inc. ~~Pierce~~(“Wizz Banger”), ~~Florida~~entered ~~34982~~into a First Amendment (the “First Amendment”) to that certain license and ~~our~~conditional ~~telephone~~sale ~~number~~agreement is(the “License and Sale Agreement”), entered into and effective as of February 4, 2025, by and between us and Revver Digital, LLC, providing us with the right to acquire certain intellectual property of OWM (~~772~~the “OWM Intellectual Property”) ~~429-2525.~~related Weto ~~maintain~~(a) ~~our~~the ~~corporate~~online ~~website~~marketplace, advertisement, marketing, and sale services of yachts, boats, and yacht and boat accessories and (b) arranging of loans, insurance, and warranty services related to yachts and boats under the brands “Yachts for Sale” and “Boats for Sale” through the websites available at the ~~www~~domains (the “Domains”) “yachtsforsale.~~twinvee.~~com” and “boatsforsale.com” ~~The~~(the “Business”). ~~reference~~Pending tothe ~~our~~closing ~~website~~of isthe ansale ~~inactive~~to ~~textual~~us ~~reference~~of ~~only~~the OWM Intellectual Property, the ~~information~~License ~~that~~and ~~can~~Sale beAgreement ~~accessed~~grants ~~through~~us ~~our~~a ~~website~~license isto ~~not~~use ~~part~~and sublicense the OWM Intellectual Property to conduct the Business in consideration of: (a) the payment to OWM of a monthly revenue-sharing ~~this~~royalty ~~Annual~~(the ~~Report,~~“Revenue-Sharing Royalty”) of six percent (6%) of the Aggregate Subscription Revenue (as defined in the License and ~~investors~~Sale ~~should~~Agreement) ~~not~~of ~~rely~~the Business; and (b) a credit to OWM of $500 per OWM dealer who lists boats or yachts on ~~any~~the Domains during such period ~~information~~(the in“Dealer ~~deciding~~Storefront ~~whether~~Credit”). On the date of the closing of the sale to us of the OWM Intellectual Property, the License and Sale Agreement provides that in consideration of the transfer of, and as a purchase ~~our~~price ~~common~~for, ~~stock~~the OWM Intellectual Property, we will assume certain liabilities of OWM related to the Business and pay to OWM $5,000,000, less the aggregate amount of all Revenue-Sharing Royalties paid to OWM through such date and the aggregate amount of all Dealer Storefront Credits accrued for the benefit of OWM through such date.

We were incorporated in the State of Florida as Twin Vee Catamarans, Inc. on December 1, 2009 and reincorporated in Delaware on April 7, 2021 under the name to Twin Vee PowerCats Co. ValueRich, Inc. was incorporated under the laws of the state of Florida on July 11, 2003 and reincorporated in Delaware on March 3, 2006. On February 17, 2015 ValueRich, Inc. consummated the acquisition of Twin Vee Catamarans, Inc. On April 26, 2016, ValueRich, Inc. changed its name and began operating under the name Twin Vee PowerCats, Inc. On December 5, 2022, Twin Vee PowerCats, Inc. was merged into our company.16

19The First Amendment was entered into in order to (i) amend the definition of “Foreground Intellectual Property” (as defined therein), (ii) to clarify the respective rights of the parties thereunder, (iii) to assign the License and Sale Agreement to Wizz Banger, and (iv) to provide for a guaranty by us of Wizz Banger’s obligations and liabilities under the License and Sale Agreement, as amended, as provided therein and effect other amendments to the License and Sale Agreement as set forth therein.

~~Forza~~Bahama ~~X1,~~Boat ~~Inc.~~Works was initially incorporated as Electra Power Sports, Inc. on October 15, 2021, which name was subsequently changed to Forza X1, Inc. on October 29, 2021. Prior to Forza’s incorporation on October 15, 2021, the electric boat business was operated as our Electra Power Sports™ Division. Following our initial public offering that closed on July 23, 2021 (the “IPO”), we determined in October 2021 that for several reasons, that we would market our new independent line of electric boats under a new brand name (and new subsidiary). and we engaged in a public offering of the shares of common stock of Forza. During 2024, Forza determined to cease production of its planned electric boat, and on November 26, 2024, Forza was merged into Twin Vee Powercats. Co. and became a wholly -owed subsidiary of Twin Vee Powercats. Co.Acquisition

WeOn ~~are~~June ~~subject~~5, 2025, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), with Bahama Boat Works, LLC (“Bahama Boat Works”), pursuant to which we acquired various tangible and intangible assets (the ~~reporting~~“Assets”) ~~requirements~~from Bahama Boat Works’ relating to the Bahama boat brand (the “Bahama Boat Brand”). In accordance with the Asset Purchase Agreement, in consideration of the ~~Exchange~~transferred ~~Act.~~Assets ~~The~~we ~~Exchange~~paid ~~Act~~Bahama ~~requires~~Boat usWorks $100,000 and agreed to ~~file~~pay ~~periodic~~up ~~reports~~to $2,900,000 ~~proxy~~in ~~statements~~additional ~~and~~contingent ~~other~~consideration ~~information~~based upon ~~with~~a percentage of the ~~Securities~~revenues ~~and~~we ~~Exchange~~receive from future sales to customers of new Bahama Boat Brand 31’, 35’, 37’, ~~Commission~~and 41’ boat models (the “~~SEC~~Bahama Boat Revenues”). The ~~SEC~~Asset ~~maintains~~Purchase aAgreement ~~website~~provides that ~~contains~~Bahama ~~reports,~~Boat ~~proxy~~Works ~~and~~will receive ~~information~~20% ~~statements~~of the first $7,500,000 of Bahama Boat Revenues we receive and ~~other~~10% ~~information~~of the Bahama Boat Revenues we receive in excess of $7,500,000 ~~regarding~~(but ~~issuers~~not ~~that~~exceeding ~~file~~$21,500,000) ~~electronically~~until ~~with~~such ~~the~~time ~~SEC.~~as ~~These~~Bahama ~~materials~~Boat ~~may~~Works behas ~~obtained~~been ~~electronically~~paid byan ~~accessing~~aggregate ~~the~~of ~~SEC’s~~$3,000,000 ~~website at~~by ~~http://www~~us from such sales.~~sec.gov.~~

~~Implications~~The Asset Purchase Agreement may be terminated by mutual written consent of ~~Being~~the anparties ~~Emerging~~or ~~Growth~~by ~~Company~~us, in our sole discretion, if we decide to discontinue further development, production, or commercialization of the Bahama Boat Brand product line before the balance of the contingent consideration due to Bahama Boat Works is paid. Upon any such termination, the parties may either seek to sell the Bahama Boat Brand and associated assets pursuant to a mechanism set forth in the Asset Purchase Agreement or we, in our sole discretion, may elect to return the Assets to Bahama Boat Works.

WeUnderwritten ~~are~~Public an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and therefore we intend to take advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal controls over financial reporting audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments. We may take advantage of these exemptions until we are no longer an “emerging growth company.” In addition, the JOBS Act provides that an “emerging growth company” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards under the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. We will remain an “emerging growth company” until the earlier of (1) the last day of the fiscal year: (a) following the fifth anniversary of the completion of our initial public offering; (b) in which we have total annual gross revenue of at least $1.235 billion; or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeded $700.0 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” have the meaning associated with that term in the JOBS Act.Offering

20On May 8, 2025, we entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity LLC, as representative of the several underwriters named therein (the “Representative”), pursuant to which we agreed to sell to the Representative in a firm commitment underwritten public offering (the “May 2025 Offering”) an aggregate of 750,000 shares (the “Shares”) of our common stock at the public offering price of $4.00 per share, resulting in gross proceeds of $3.0 million, before deducting underwriting discounts, commissions and offering expenses. The Shares were sold pursuant to an effective shelf registration statement on Form S-3 (File No. 333-266858) filed with the SEC under the Securities Act and declared effective by the Commission on August 24, 2022, a base prospectus, dated August 24, 2022, included in the Registration Statement at the time it originally became effective, and a prospectus supplement, dated May 8, 2025, filed with the Commission pursuant to Rule 424(b) under the Securities Act. Pursuant to the Underwriting Agreement, we also issued to designees of the Representative unregistered warrants to purchase up to 37,500 shares of our common stock, which equals 5% of the shares of common stock purchased in the May 2025 Offering. The May 2025 Offering closed on May 12, 2025. The net proceeds to us from the May 2025 Offering, after deducting the underwriting discount, the Representative’s fees and expenses and our estimated offering expenses, were $2,555,101.

~~Item~~Repurchase ~~1A. Risk Factors.~~Request

~~Investors~~On ~~should~~April ~~carefully consider~~21, ~~the~~2025, ~~risks~~Northpoint ~~described~~Commercial ~~below~~Finance ~~before~~LLC (“Northpoint”) ~~deciding~~came ~~whether~~into topossession ~~invest~~of incertain ~~our~~Twin ~~securities.~~Vee Ifand ~~any~~AquaSport inventory of ~~the~~United ~~following~~Marine ~~risks~~and ~~actually~~Storage ~~occur~~LLC, a former dealer of our ~~business,~~products. ~~financial~~Northpoint ~~condition~~requested orthat ~~results~~we take possession of ~~operations~~and ~~could~~repurchase bethe ~~adversely~~inventory ~~affected~~in accordance with the Repurchase Agreement that we previously entered into with Northpoint (the “Repurchase Agreement”). InDuring ~~such~~the ~~case~~second quarter of 2025, we sold five of the ~~trading~~six ~~price~~repossessed boats, resulting in a net loss on the sale of ~~our~~approximately ~~common stock~~$14,875 ~~could~~after ~~decline~~transportation, refurbishment, and ~~you~~commissions ~~could~~for ~~lose~~the ~~all~~second orquarter. ~~part~~During the third quarter of ~~your~~2025, ~~investment.~~we ~~Our~~paid ~~actual~~our ~~results~~obligation ~~could~~to ~~differ~~Northpoint ~~materially~~for ~~from~~our ~~those~~one ~~anticipated~~remaining repurchase inobligation ~~the~~of ~~forward-looking~~$58,984 ~~statements~~and ~~made~~are ~~throughout~~currently marketing this ~~Annual~~boat ~~Report~~for asale. ~~result~~We ofexpect ~~different~~to ~~factors,~~fully ~~including~~recover the ~~risks~~amount weof ~~face~~the ~~described below~~repurchase obligation.

~~Risks Related to our Business~~17

~~There~~Nasdaq ~~is limited public information on our operating history.~~Compliance

~~Our~~On ~~limited~~May ~~public~~10, ~~operating~~2024, we received written notice from the ~~history~~Listing ~~makes~~Qualifications ~~evaluating~~Department ~~our~~of ~~business~~The ~~and~~Nasdaq ~~prospects~~Stock ~~difficult.~~Market ~~Although~~LLC we(“Nasdaq”) ~~were~~notifying ~~formed~~us inthat ~~2003~~for the preceding 30 consecutive business days (March 28, we2024 through May 9, 2024), our common stock did not ~~provide~~maintain ~~public~~a ~~reports~~minimum onclosing ~~the results~~bid price of ~~operations~~$1.00 ~~until~~per ~~our~~share ~~2020~~as required ~~fiscal~~by ~~year~~Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). We ~~only~~were ~~have~~provided a180 ~~few~~calendar ~~years~~days, ofor ~~audited~~until November ~~financial~~6, ~~statements~~2024, to regain compliance. ~~Any~~On ~~investment~~November ~~decision~~7, ~~will~~2024, we received written notification from Nasdaq granting our request for a 180-day ~~not~~extension beto ~~made~~regain compliance with the ~~same~~Minimum ~~data~~Bid asPrice Requirement. Compliance would be ~~available~~achieved as if wethe ~~had~~closing abid ~~longer~~price ~~history~~of our common stock is at or above $1.00 for a minimum of ~~public~~ten ~~reporting~~consecutive business days at any time prior to May 5, 2025.

WeOn ~~have~~April ~~incurred~~4, 2025, we filed an amendment (the “Amendment”) ~~losses~~to ~~for~~our Certificate of Incorporation with the ~~years~~Secretary ~~ended~~of ~~December~~State 31of the State of Delaware to effect the Reverse Stock Split at a ratio of 1-for-10, ~~2024~~effective ~~and~~as ~~2023~~of ~~and~~11:59 ~~could~~p.m. ~~continue~~Eastern Time, on April 7, 2025 (the “Effective Time”), in order to ~~incur~~regain ~~losses~~compliance with the Minimum Bid Price Requirement. Our common stock began trading on a reverse split-adjusted basis on April 8, 2025 under the existing ticker symbol “VEEE.” Any share amounts and exercise or conversion prices in this report have been adjusted retrospectively for the ~~future~~Reverse Stock Split.

~~For~~On ~~the~~April ~~years ended December 31~~28, ~~2024 and 2023~~2025, ~~respectively,~~ we ~~incurred~~received a ~~loss~~letter from ~~operations~~Nasdaq ofstating ~~$14,551,769~~that ~~and $11,987,299; and a net loss of $14,009,906 and $9,782,196. As of December 31, 2024,~~Nasdaq we had andetermined ~~accumulated deficit of approximately $25,392,955 million. There can be no assurance~~ that ~~expenses~~we ~~will~~now ~~not~~comply ~~continue~~with ~~to increase in future periods or that~~ the ~~cash~~Minimum ~~generated~~Bid ~~from~~Price ~~operations in future periods will be sufficient to satisfy our operating needs and to generate income from operations and net income~~Requirement.

~~Our~~Establishment ~~ability to meet our manufacturing workforce needs is crucial to our results~~ of ~~operations~~Strategic ~~and~~Steering ~~future sales and profitability.~~Committee

WeOn ~~rely~~January on6, 2026, we announced the ~~existence~~ formation of a anstrategic ~~available~~steering ~~hourly~~committee ~~workforce~~to focus on advancing autonomous marine technologies to ~~manufacture~~address ~~our~~key ~~products.~~challenges Inin ~~addition,~~unmanned Wemaritime ~~cannot~~systems and ~~assure~~help ~~you~~bridge ~~that~~gaps weexposed orin current defense and commercial autonomy efforts. The executive-level steering committee includes members of our ~~subsidiaries~~board of directors and management team. Its primary focus is to explore, ~~will~~evaluate, beand ~~able~~identify potential technology partners in tothe ~~attract~~autonomous and ~~retain~~AI ~~qualified~~space ~~employees~~whose tocapabilities ~~meet~~may ~~current~~complement orTwin ~~future~~Vee’s marine design and manufacturing ~~needs~~platform atand ato ~~reasonable~~present such ~~cost~~opportunities to our board of directors and management, as appropriate.

orFormation ~~at all. For instance, the demand for skilled employees has increased recently with the low unemployment rates in Florida where we have manufacturing facilities. Also, although none~~ of ~~our~~Black ~~employees~~Line are currently covered by collective bargaining agreements, we cannot assure you that our employees will not elect to be represented by labor unions in the future. Additionally, competition for qualified employees could require us to pay higher wages to attract a sufficient number of employees. Significant increases in manufacturing workforce costs could materially adversely affect our business, financial condition or results of operations.Defense

21On January 22, 2026, we formed Black Line Defense, a wholly owned subsidiary focused on the design and manufacture of manned and autonomous maritime platforms for defense, security, and surveillance missions. Black Line Defense is seeking to pursue opportunities with the U.S. Department of Defense, Homeland Security, and allied agencies, targeting government programs allocating billions of dollars toward small-craft fleets over the coming years. The subsidiary aims to leverage Twin Vee’s existing vertically integrated manufacturing footprint, including in-house design, composite lamination, CNC tooling, wire-harness fabrication, rigging, quality control, and scalable production capacity. Black Line Defense is structured to enter the government market with limited incremental capital investment while offering cost-competitive, rapidly deployable vessel solutions for patrol, interdiction, logistics, and unmanned operations.

WeAppointment ~~have~~of aCertain ~~large, fixed cost base that will affect our profitability if our sales decrease.~~Officers

~~The~~On ~~fixed~~September ~~cost levels of operating a powerboat manufacturer can put pressure on profit margins when sales and production decline. Our profitability depends~~17, ~~in part~~2025, on our ~~ability~~board toof ~~spread~~directors ~~fixed~~appointed Scott ~~costs~~Searles ~~over~~to aserve ~~sufficiently~~as ~~large~~Interim ~~number~~Chief ofFinancial ~~products~~Officer, ~~sold~~effective ~~and shipped~~immediately, ~~and~~while if we ~~make~~undertake a ~~decision~~search to identify a permanent ~~reduce~~successor. ~~our~~Mr. ~~rate~~Searles ofterminated ~~production,~~his ~~gross~~employment oras ~~net~~our ~~margins~~Interim ~~could~~Chief beFinancial ~~negatively~~Officer ~~affected.~~in ~~Consequently,~~January ~~decreased~~2026. ~~demand~~On orJanuary ~~the~~9, ~~need~~2026, toJoseph ~~reduce~~Visconti ~~production~~was ~~can~~appointed ~~lower~~as ~~our~~Interim ~~ability~~Chief toFinancial ~~absorb~~Officer, ~~fixed~~effective ~~costs~~immediately, ~~and~~while ~~materially~~we ~~impact~~undertake ~~our~~a ~~financial~~search ~~condition~~to oridentify ~~results~~a ofpermanent ~~operations~~successor.

~~Interest~~Sale ~~rates and~~of ~~energy~~North ~~prices affect product sales.~~Carolina Building

~~Our~~On ~~gas-powered~~September ~~products are~~26, ~~often financed by our dealers and retail powerboat consumers~~2025, we entered ~~envision~~into ~~this~~a ~~continuing~~purchase ~~as we expand our operations~~ and ~~grow~~sale ~~our network~~agreement ofwith ~~distributors.~~Highland ~~This~~Myco ~~may not occur if interest rates meaningfully rise because higher rates increase the borrowing costs and~~Holdings, ~~accordingly,~~ ~~the~~LLC ~~cost of doing business~~ for ~~dealers and~~ the ~~cost~~sale of ~~powerboat~~our ~~purchases~~property ~~for~~located ~~consumers.~~at ~~Higher~~100 ~~energy~~College ~~costs result in increases~~Drive, inMarion, ~~operating~~North ~~expenses~~Carolina, atwhich ~~our~~was ~~manufacturing~~completed ~~facility~~on ~~and~~October in31, ~~the~~2025. ~~expense~~We ofreceived ~~shipping~~$500,000 ~~products~~as toa ~~our~~closing ~~dealers.~~payment, Inwith ~~addition,~~an ~~inflation~~additional ~~and~~$3,750,000 ~~increases~~payable in ~~energy~~installments ~~costs may adversely affect the pricing and availability~~ of ~~petroleum-based raw materials~~$500,000 ~~such~~plus asaccrued ~~resins~~interest ~~and~~at ~~foams that~~a ~~are~~rate ~~used~~of in5% ~~our~~on ~~products.~~October ~~Also~~31, ~~higher~~2026, ~~fuel~~$500,000 ~~prices~~plus ~~may~~accrued ~~have~~interest ~~an adverse effect~~ on ~~demand~~April 30, ~~for our gas-powered boats~~2027, asand ~~they~~a ~~increase the~~balloon ~~cost~~payment of ~~ownership~~$2,750,000 ~~and~~plus ~~operation~~accrued ~~and~~interest ~~the~~on ~~prices~~October ~~at which we sell the boats. Therefore~~31, ~~higher interest rates and fuel costs can adversely affect consumers’ decisions relating to recreational powerboating purchases~~2027.

~~Stockholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Merger.~~18

IfFebruary ~~the~~2026 combined company is unable to realize the full strategic and financial benefits currently anticipated from the Merger, Twin Vee and Forza securityholders will have experienced substantial dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the combined company is able to realize only part of the strategic and financial benefits currently anticipated from the Merger.Offering

~~Changes~~On inFebruary ~~general~~19, 2026, we entered into a placement ~~economic~~agency ~~conditions~~agreement (the “Placement Agency Agreement”) with ThinkEquity LLC, ~~geopolitical~~as ~~conditions~~sole placement agent (the “Placement Agent”), pursuant ~~domestic~~to which we agreed to issue and ~~foreign~~sell ~~trade~~directly ~~policies~~to various investors in a best efforts public offering (the “February 2026 Offering”) an aggregate of 6,383,000 ~~monetary~~shares ~~policies~~(the “Shares”) of our common stock at a public offering price of $0.47 per share. The Shares were sold pursuant to a registration statement on Form S-1 (File No. 333-292661) relating to the securities filed with the Securities and ~~other~~Exchange ~~factors~~Commission ~~beyond~~(“SEC”) ~~our~~and ~~control~~became effective on February 13, 2026, and a prospectus, dated February ~~may~~19, ~~adversely~~2026. ~~impact~~The ~~our~~February ~~business~~2026 Offering closed on February 23, 2026. The net proceeds to us from the February 2026 Offering, after deducting the underwriting discount, the Representative’s fees and ~~operating~~expenses ~~results~~and our estimated offering expenses, were approximately $2,540,109.

~~Our~~Item ~~operations and performance depend on global, regional and U~~1A.S. ~~economic~~Risk ~~and geopolitical conditions~~Factors. General worldwide economic conditions have experienced significant instability in recent years including the recent global economic uncertainty and financial market conditions. The circumstances relating to the COVID-19 pandemic, the Russian invasion of Ukraine, the war in the Middle East, as well as other global conditions, have caused significant shortages in the supply chain. We are continuously evaluating alternative and secondary source suppliers in order to ensure that we are able to source sufficient materials.

22Investors should carefully consider the risks described below before deciding whether to invest in our securities. If any of the following risks actually occur, our business, financial condition or results of operations could be adversely affected. In such case, the trading price of our common stock could decline and you could lose all or part of your investment. Our actual results could differ materially from those anticipated in the forward-looking statements made throughout this Annual Report a result of different factors, including the risks we face described below.

~~The~~Risks ~~uncertain~~Related financial markets, disruptions in supply chains, mobility restraints, and changing priorities as well as volatile asset values could impact our business in the future. The COVID-19 outbreak and government measures taken in response to the pandemic have also had a significant impact, both direct and indirect, on businesses and commerce, as worker shortages have occurred; supply chains have been disrupted; facilities and production have been suspended; and demand for certain goods and services, such as medical services and supplies, have spiked, while demand for other goods and services, such as travel, have fallen. The future progression of the pandemic and its effects on our business and operations are uncertain. In addition, the outbreak of a pandemic could disrupt our operations due to absenteeism by infected or ill members of management or other employees, or absenteeism by members of management and other employees who elect not to come to work due to the illness affecting others in our office or laboratory facilities, or due to quarantines. Pandemics could also impact members of our Board of Directors resulting in absenteeism from meetings of the directors or committees of directors and making it more difficult to convene the quorums of the full Board of Directors or its committees needed to conduct meetings for the management of our affairs.Business

~~Further,~~There ~~due~~is tolimited ~~increasing inflation, operating costs~~public ~~for~~information ~~many~~on ~~businesses including ours have increased and, in the future, could impact demand or pricing manufacturing of~~ our drug candidates or services providers, foreign exchange rates or employee wages. Inflation rates, particularly in the United States, have increased recently to levels not seen in years, and increased inflation may result in increases in our operating ~~costs (including our labor costs), reduced liquidity and limits on our ability to access credit or otherwise raise capital~~history. In addition, the Federal Reserve has raised, and may again raise, interest rates in response to concerns about inflation, which coupled with reduced government spending and volatility in financial markets may have the effect of further increasing economic uncertainty and heightening these risks.

~~Actual~~Our ~~events~~limited ~~involving~~public ~~reduced~~operating history ormakes ~~limited~~evaluating ~~liquidity, defaults,~~our ~~non-performance~~business orand ~~other~~prospects ~~adverse~~difficult. ~~developments~~Although ~~that~~we ~~affect~~were ~~financial~~formed ~~institutions~~in or2003, ~~other~~we ~~companies~~did innot ~~the~~provide ~~financial~~public ~~services industry~~reports oron the results ~~financial~~of ~~services~~operations ~~industry~~until ~~generally,~~our or2020 ~~concerns~~fiscal oryear. ~~rumors~~We ~~about~~only ~~any~~have ~~events~~a offew ~~these~~years ~~kinds,~~of ~~have~~audited infinancial ~~the~~statements. ~~past~~Any ~~and~~investment ~~may~~decision will innot be made with the ~~future~~same ~~lead~~data toas ~~market-wide~~would ~~liquidity~~be ~~problems~~available as if we had a longer history of public reporting.

We ~~are~~have ~~actively~~incurred ~~monitoring~~losses for the ~~effects~~years ~~these~~ended ~~disruptions~~ December 31, 2025 and ~~increasing~~2024 ~~inflation~~and could ~~have~~continue onto ~~our~~incur ~~operations~~losses in the future.

~~These~~For ~~conditions~~the ~~make~~years itended ~~extremely~~December ~~difficult~~31, ~~for~~2025 usand 2024, respectively, towe ~~accurately~~incurred ~~forecast~~a loss from operations of $8,781,299 and ~~plan~~$14,551,769; and a net loss of $8,607,273 and $14,009,906. As of December 31, 2025 and 2024, we had an accumulated deficit of approximately $34,000,228 and $25,392,955, respectively. There can be no assurance that expenses will not continue to increase in future ~~business~~periods ~~activities~~or that the cash generated from operations in future periods will be sufficient to satisfy our operating needs and to generate income from operations and net income.

Our ~~annual~~ability ~~and~~to meet ~~quarterly~~our ~~financial~~manufacturing ~~results~~workforce ~~are~~needs ~~subject~~is crucial to ~~significant~~our ~~fluctuations~~results ~~depending on various factors, many~~ of ~~which~~operations ~~are~~and ~~beyond~~future ~~our~~sales ~~control~~and profitability.

~~Our~~We ~~sales~~rely ~~and~~on ~~operating~~the ~~results~~existence ~~can~~of ~~vary~~an ~~significantly~~available ~~from~~hourly ~~quarter~~workforce to ~~quarter~~manufacture our products. In addition, we cannot assure you that we or our subsidiaries, will be able to attract and ~~year~~retain qualified employees to ~~year~~meet ~~depending~~current onor ~~various~~future ~~factors~~manufacturing needs at a reasonable cost, ~~many~~or at all. For instance, the demand for skilled employees has increased recently with the low unemployment rates in Florida where we have manufacturing facilities. Also, although none of ~~which~~our employees are ~~beyond~~currently covered by collective bargaining agreements, we cannot assure you that our ~~control~~employees will not elect to be represented by labor unions in the future. ~~These~~Additionally, competition for qualified employees could require us to ~~factors~~pay ~~include~~higher wages to attract a sufficient number of employees. Significant increases in manufacturing workforce costs could materially adversely affect our business, ~~but~~financial ~~are~~condition ~~not~~or ~~limited~~results ~~to:~~of operations.

2319

●We ~~Seasonal~~have ~~consumer~~a ~~demand for our products; ● Discretionary spending habits; ● Changes in pricing in~~large, orfixed cost ~~the~~base ~~availability~~that ofwill ~~supply~~affect ~~in, the powerboat market; ● Failure to maintain a premium brand image; ● Disruption in the operation of~~ our ~~manufacturing~~profitability ~~facilities;~~if ~~● Variations in the timing and volume of~~ our sales; ~~● The timing of our expenditures in anticipation of future sales;~~decrease.

●The ~~Sales~~fixed ~~promotions~~cost bylevels usof operating a powerboat manufacturer can put pressure on profit margins when sales and ~~our~~production ~~competitors;~~decline. ●Our ~~Changes~~profitability depends, in part, ~~competitive~~on ~~and~~our ~~economic~~ability ~~conditions~~to ~~generally;~~spread ●fixed ~~Consumer~~costs ~~preferences~~over a sufficiently large number of products sold and ~~competition~~shipped, ~~for~~and ~~consumers’~~if ~~leisure~~we ~~time;~~make ●a ~~Impact~~decision to reduce our rate of ~~unfavorable~~production, ~~weather~~gross ~~conditions;~~or ●net ~~Changes~~margins incould ~~the~~be ~~cost~~negatively affected. Consequently, decreased demand or ~~availability~~the ofneed to reduce production can lower our ~~labor;~~ability to absorb fixed costs and ●materially ~~Increased~~impact ~~fuel~~our ~~prices~~financial condition or results of operations.

~~Due~~Interest torates ~~these~~ and ~~other factors,~~ ~~our~~energy ~~results~~prices ofaffect ~~operations~~product ~~may decline quickly and significantly in response to changes in order patterns or rapid decreases in demand for our products~~sales. ~~We anticipate that fluctuations in operating results will continue in the future.~~

~~Unfavorable~~Our ~~weather~~gas-powered products ~~conditions~~are often financed by our dealers and retail powerboat consumers, we anticipate that this trend will continue as we seek to expand our operations and grow our network of distributors. This may ~~have~~not aoccur ~~material~~if interest rates meaningfully rise because higher rates increase the borrowing costs and, accordingly, the cost of doing business for dealers and the cost of powerboat purchases for consumers. Higher energy costs result in increases in operating expenses at our manufacturing facility and in the expense of shipping products to our dealers. In addition, inflation and increases in energy costs may adversely affect the pricing and availability of petroleum-based raw materials, such as resins and foams that are used in our products. Also, higher fuel prices may have an adverse effect on demand for our ~~business~~gas-powered boats, ~~financial~~as ~~condition,~~they ~~and~~increase ~~results~~the cost of ~~operations,~~ownership ~~especially~~and ~~during~~operation and the ~~peak~~prices at which we sell the boats. Therefore, higher interest rates ~~boating~~and ~~season~~fuel costs can adversely affect consumers’ decisions relating to recreational powerboating purchases.

~~Adverse~~Changes ~~weather conditions~~ in ~~any year in any particular geographic region may adversely affect sales in that region, especially during the peak boating season.~~general ~~Sales~~economic ~~of our products are generally stronger just before and during spring and summer~~conditions, ~~which~~geopolitical ~~represent the peak boating months~~conditions, domestic and ~~favorable weather~~foreign ~~during~~trade ~~these months generally has a positive effect on consumer demand. Conversely~~policies, ~~unseasonably~~monetary ~~cool~~policies weather, excessive rainfall, reduced rainfall levels, or drought conditions during these periods may close area boating locations or render boating dangerous or inconvenient, thereby generally reducing consumer demand for our products. Our annual results would be materially and ~~adversely~~other ~~affected~~factors ifbeyond our ~~net~~control ~~sales were to fall below expected seasonal levels during these periods. We~~ may ~~also~~adversely ~~experience~~impact ~~more pronounced seasonal fluctuation in net sales in the future as we expand~~ our ~~businesses.~~business ~~There~~and ~~can~~operating ~~be no assurance that weather conditions will not have a material effect on the sales of any of our products~~results.

AOur ~~natural~~operations ~~disaster, the~~and ~~effects~~performance ofdepend ~~climate~~on ~~change~~global, orregional and ~~other~~U.S. ~~disruptions~~economic atand ~~our~~geopolitical ~~manufacturing~~conditions. ~~facility~~General ~~could~~worldwide ~~adversely~~economic ~~affect~~conditions ~~our~~have ~~business~~experienced significant instability in recent years, including the recent global economic uncertainty and financial ~~condition~~market conditions, have caused shortages in the supply chain and increased prices. We are continuously evaluating alternative and ~~results~~secondary ofsource ~~operations~~suppliers in order to ensure that we are able to source sufficient materials.

WeThe ~~rely~~uncertain onfinancial ~~the~~markets, ~~continuous operation~~disruptions ~~of our only manufacturing facility~~ in ~~Stuart, Florida for the production of our products. Any natural disaster or other serious~~supply ~~disruption to our facility due to fire~~chains, ~~flood,~~mobility ~~earthquake~~restraints, ~~or any other unforeseen circumstance would adversely affect our business, financial condition,~~ and ~~results~~changing ofpriorities ~~operations.~~as ~~Changes~~well ~~in climate could adversely affect our operations by limiting or increasing the costs associated with equipment or fuel supplies. In addition, adverse weather conditions, such~~ as ~~increased~~volatile ~~frequency~~asset ~~and/or~~values ~~severity of storms, or floods~~ could ~~impair~~impact our ~~ability~~business toin ~~operate~~the ~~by damaging our facilities and equipment or restricting~~future.

24Further, due to increasing tariffs, heightened interest rates, and inflation, operating costs for many businesses including ours have increased and, in the future, could impact demand or the cost of manufacturing our boats. Inflation rates, particularly in the United States, have increased recently to levels not seen in years, and increased inflation may result in increases in our operating costs (including our labor costs), reduced liquidity and limits on our ability to access credit or otherwise raise capital. In addition, although the Federal Reserve lowered interest rates in 2024 and 2025, it had raised rates significantly in 2022 and 2023 in response to concerns about inflation, and it may again raise interest rates in the future which, coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks.

~~product~~Actual ~~delivery~~events toinvolving ~~customers.~~reduced ~~The~~or ~~occurrence of~~limited ~~any disruption at our manufacturing facility~~liquidity, ~~even for a short period of time~~ defaults, ~~may~~non-performance ~~have~~or another adverse ~~effect~~developments onthat ~~our~~affect ~~productivity~~financial ~~and~~institutions ~~profitability, during~~or ~~and~~other ~~after~~companies ~~the~~in ~~period of~~ the ~~disruption.~~financial ~~These~~services industry ~~disruptions~~or ~~may~~the ~~also~~financial ~~cause~~services ~~personal~~industry ~~injury and loss of life~~generally, ~~severe~~or ~~damage~~concerns to or ~~destruction~~ ofrumors ~~property~~about ~~and~~any ~~equipment,~~events ~~and~~of ~~environmental~~these ~~damage. Although we maintain property~~kinds, ~~casualty,~~have ~~and~~in ~~business interruption insurance of~~ the ~~types~~past and may in the ~~amounts~~future ~~that~~lead ~~we believe are customary for the industry, we are not fully insured against all potential natural disasters or other disruptions~~ to ~~our~~market-wide ~~manufacturing~~liquidity ~~facility~~problems.

IfWe weare ~~fail~~actively ~~to manage~~monitoring ~~our~~the ~~manufacturing~~effects ~~levels~~these ~~while~~disruptions and ~~still~~increasing ~~addressing~~inflation ~~the~~could ~~seasonal~~have ~~retail~~on ~~pattern for~~ our ~~products, our business and margins may suffer~~operations.

~~The~~These ~~seasonality~~conditions ofcould ~~retail demand~~make ~~for~~it ~~our~~extremely ~~products,~~difficult for ~~together with our goal of balancing production throughout the year, requires~~ us to ~~manage~~accurately ~~our~~forecast ~~manufacturing~~ and ~~allocate~~ ~~our~~plan ~~gas-powered~~future ~~products~~business ~~to our dealer network to address anticipated retail demand~~activities. Our dealers must manage seasonal changes in consumer demand and inventory. If our dealers reduce their inventories in response to weakness in retail demand, we could be required to reduce our production, resulting in lower rates of absorption of fixed costs in our manufacturing and, therefore, lower margins. As a result, we must balance the economies of level production with the seasonal retail sales pattern experienced by our dealers. Failure to adjust manufacturing levels adequately may have a material adverse effect on our financial condition and results of operations.

~~We depend on our network of independent dealers for our gas-powered boats, face increasing competition for dealers, and have little control over their activities.~~20

AOur ~~significant~~annual portion of our sales are derived from our network of independent dealers. We typically manufacture our boats based upon indications of interest received from dealers who are not contractually obligated to purchase any boats. While our dealers typically have purchased all of the boats for which they have provided us with indications of interest, it is possible that a dealer could choose not to purchase boats for which it has provided an indication of interest (e.g., if it were to have reached the credit limit on its floor plan), and ~~as a result we once~~quarterly experienced, and in the future could experience, excess inventory and costs. For fiscal 2024, our top three dealers accounted for approximately 40% of our consolidated revenues. All three of these dealers accounted for more than 10% of our total sales for the year ended December 31, 2024. During the year ended December 31, 2023, one individual dealer had sales of over 10% of our total sales and that dealer represented 10% of total sales. The loss of a significant dealer could have a material adverse effect on our financial ~~condition and~~ results ~~of operations. The number of dealers supporting our products and the quality of their marketing and servicing efforts~~ are ~~essential~~subject to ~~our~~significant ~~ability~~fluctuations ~~to generate~~depending ~~sales. Competition for dealers among other boat manufacturers continues to increase based~~ on ~~the~~various ~~quality~~factors, ~~price,~~many ~~value, and availability~~ of ~~the~~which ~~manufacturers’~~are ~~products,~~beyond the manufacturers’ attention to customer service, and the marketing support that the manufacturer provides to the dealers. We face intense competition from other boat manufacturers in attracting and retaining dealers, affecting our ~~ability~~ ~~to attract or retain relationships with qualified and successful dealers~~control. ~~Although our management believes that the quality of our products in the~~

25Our sales and operating results can vary significantly from quarter to quarter and year to year depending on various factors, many of which are beyond our control. These factors include, but are not limited to:

~~performance~~● ~~sport~~Seasonal ~~boat~~consumer ~~industry~~demand ~~should~~for ~~permit~~our usproducts; to● ~~maintain~~Discretionary ~~our~~spending ~~relationships~~habits; ~~with~~● ~~our~~Changes ~~dealers~~in ~~and~~pricing ~~our market share position~~in, ~~there~~or ~~can~~the beavailability noof ~~assurance~~supply ~~that~~in, wethe ~~will~~powerboat bemarket; ~~able~~● Failure to maintain ora ~~improve~~premium ~~our~~brand ~~relationships~~image; ~~with~~● ~~our~~Disruption ~~dealers~~in orthe ~~our~~operation ~~market~~of ~~share position.~~our Inmanufacturing ~~addition,~~facilities; ~~independent~~● ~~dealers~~Variations in the ~~boating~~timing ~~industry~~and ~~have~~volume ~~experienced~~of ~~significant~~our ~~consolidation~~sales; in● ~~recent~~The ~~years,~~timing ~~which~~of ~~could result~~our expenditures in ~~the~~anticipation ~~loss~~ of ~~one~~future orsales; ~~more~~● ofSales ~~our~~promotions ~~dealers~~by inus ~~the~~and ~~future~~our ifcompetitors; ~~the~~● ~~surviving~~Changes ~~entity~~ in ~~any~~competitive ~~such~~and ~~consolidation~~economic ~~purchases~~conditions ~~similar~~generally; ~~products from~~● aConsumer ~~competitor.~~preferences Aand ~~substantial~~competition ~~deterioration~~for inconsumers’ ~~the~~leisure ~~number~~time; of● ~~dealers~~Impact ~~or the quality~~ of ~~our~~unfavorable ~~network~~weather ofconditions; ~~dealers~~● ~~would~~Changes ~~have~~in athe ~~material adverse~~cost ~~effect~~or onavailability of our ~~business,~~labor; ~~financial condition,~~ and ~~results~~● ofIncreased ~~operations~~fuel prices.

~~Our~~Due ~~success~~to ~~depends~~these and other factors, our results of operations may decline quickly and significantly in ~~part,~~response ~~upon~~to ~~the~~changes ~~financial~~in ~~health~~order ofpatterns or rapid decreases in demand for our ~~dealers~~products. ~~and~~We ~~their~~anticipate ~~continued~~that ~~access~~fluctuations toin ~~financing~~operating results will continue in the future.

~~Because~~Unfavorable ~~we sell nearly all~~weather ofconditions ~~our~~may ~~products~~have ~~through~~a ~~dealers,~~material ~~their~~adverse ~~financial~~effect ~~health~~on ~~is critical to~~ our ~~success. Our~~ business, financial condition, and results of operations, ~~may~~especially beduring ~~adversely affected if~~ the ~~financial health of the dealers that sell our products suffers. Their financial health may~~peak ~~suffer~~boating for a variety of reasons, including a downturn in general economic conditions, rising interest rates, higher rents, increased labor costs and taxes, compliance with regulations, and personal financial issuesseason.

InAdverse ~~addition,~~weather ~~our dealers~~conditions ~~require~~in ~~adequate~~any ~~liquidity~~year toin ~~finance~~any ~~their~~particular ~~operations~~geographic region may adversely affect sales in that region, ~~including~~especially ~~purchases~~during the peak boating season. Sales of our products. ~~Dealers~~ are ~~subject~~generally tostronger ~~numerous~~just ~~risks~~before and ~~uncertainties~~ ~~that~~during ~~could~~spring ~~unfavorably~~and ~~affect~~summer, ~~their~~which ~~liquidity~~represent ~~positions,~~the ~~including,~~peak ~~among~~boating ~~other things~~months, ~~continued~~and ~~access~~favorable weather toduring ~~adequate~~these ~~financing sources~~months ongenerally has a ~~timely~~positive ~~basis~~effect on ~~reasonable~~consumer ~~terms~~demand. ~~These~~Conversely, ~~sources~~unseasonably ofcool ~~financing~~weather, ~~are~~excessive ~~vital~~rainfall, reduced torainfall ~~our~~levels, ~~ability~~or todrought ~~sell~~conditions ~~products~~during ~~through~~these ~~our~~periods ~~distribution network.~~may ~~Access~~close toarea ~~financing~~boating locations or render boating dangerous or inconvenient, thereby generally ~~facilitates~~reducing consumer demand for our ~~dealers’~~products. ~~ability~~Our toannual ~~purchase~~results ~~boats~~would ~~from~~be ~~us,~~materially and ~~their~~adversely ~~financed~~affected ~~purchases reduce~~if our ~~working~~net sales ~~capital~~were ~~requirements~~to fall below expected seasonal levels during these periods. IfWe ~~financing~~may ~~were~~also ~~not~~experience ~~available~~more topronounced ~~our~~seasonal ~~dealers,~~fluctuation ~~our~~in net sales ~~and~~in the future as we expand our ~~working~~businesses. ~~capital~~There ~~levels~~can ~~would~~ be ~~adversely~~no ~~affected~~assurance that weather conditions will not have a material effect on the sales of any of our products.

We A ~~may~~natural bedisaster, ~~required~~the effects of climate change, or other todisruptions ~~repurchase~~at ~~inventory~~our ofmanufacturing ~~certain~~facility ~~dealers~~could adversely affect our business, financial condition, and results of operations.

~~Many~~We ofrely ~~our~~on ~~dealers~~the ~~have~~continuous ~~floor~~operation ~~plan~~of ~~financing~~our ~~arrangements~~only ~~with~~manufacturing ~~third-party~~facility ~~finance~~in ~~companies~~Stuart, ~~that~~Florida ~~enable~~for the ~~dealers~~production toof ~~purchase~~ our products. InAny ~~connection~~natural ~~with these~~disaster ~~agreements,~~or weother ~~have~~serious disruption ~~an obligation~~ to ~~repurchase~~ our ~~products~~facility ~~from~~due ato ~~finance~~fire, ~~company~~flood, ~~under certain circumstances~~earthquake, ~~and~~or ~~we may not have~~ any ~~control~~other ~~over~~unforeseen ~~the~~circumstance ~~timing~~would oradversely ~~amount~~affect ofour ~~any~~business, ~~repurchase~~financial condition, ~~obligation~~and ~~nor~~results ~~have~~of ~~access~~operations. toChanges ~~capital~~in onclimate ~~terms~~could ~~acceptable~~adversely toaffect usour tooperations ~~satisfy any~~by ~~repurchase~~limiting ~~obligation.~~or ~~This~~increasing ~~obligation~~the iscosts ~~triggered~~associated with ifequipment aor ~~dealer~~fuel ~~defaults~~supplies. onIn ~~its~~addition, ~~debt~~adverse ~~obligations~~weather ~~to a finance company~~conditions, ~~the~~such ~~finance company~~as ~~repossesses~~increased ~~the~~frequency ~~boat,~~ and/or ~~the~~severity ~~boat~~of isstorms, ~~returned~~or tofloods could ~~us.~~impair ~~Our~~our ~~obligation~~ability to ~~repurchase~~operate aby ~~repossessed~~damaging ~~boat for the unpaid balance of~~ our ~~original~~facilities ~~invoice~~and ~~price~~equipment ~~for~~or ~~the~~restricting ~~boat~~product isdelivery ~~subject~~ to ~~reduction~~customers. orThe ~~limitation~~occurrence of ~~based~~any ondisruption ~~the~~at ~~age~~our ~~and~~manufacturing ~~condition~~facility, ofeven ~~the~~for ~~boat~~a atshort ~~the~~period ~~time~~ of ~~repurchase~~ time, ~~and~~may inhave ~~certain cases by~~ an ~~aggregate~~adverse ~~cap~~effect on ~~repurchase~~our ~~obligations~~productivity ~~associated~~and ~~with a particular floor plan financing program.~~profitability, Toduring ~~date,~~and weafter ~~have~~the ~~not~~period ~~been~~of ~~obligated~~the todisruption. ~~repurchase~~These ~~any~~disruptions ~~boats~~may ~~under~~also ~~our~~cause ~~dealers’~~personal ~~floor~~injury ~~plan~~and ~~financing~~loss ~~arrangements~~of life, ~~and~~severe wedamage ~~are~~to ~~not~~or ~~aware~~destruction of ~~any~~property ~~applicable~~and ~~laws~~equipment, ~~regulating~~and ~~dealer~~environmental ~~relations~~damage. ~~which~~Although ~~govern~~we ~~our~~maintain ~~relations~~property, ~~with~~casualty, ~~the~~and ~~dealers~~business orinterruption ~~would require us to repurchase~~insurance ~~any~~of ~~boats.~~the ~~However,~~types ~~there~~and isin nothe ~~assurance~~amounts that awe ~~dealer~~believe ~~will~~are ~~not~~customary ~~default~~for on the ~~terms~~industry, ofwe aare ~~credit~~not ~~line~~fully ininsured ~~the~~against ~~future.~~all Inpotential ~~addition, applicable~~natural ~~laws~~disasters ~~regulating~~or ~~dealer~~other ~~relations~~disruptions ~~may also require us~~ to ~~repurchase~~ our ~~products~~manufacturing ~~from our dealers under certain circumstances,~~facility.

2621

~~and~~If we ~~may~~fail ~~not have any control over the timing or amount of any repurchase obligation nor have access~~ to ~~capital on terms acceptable to us to satisfy any repurchase~~manage ~~obligation.~~our Ifmanufacturing welevels ~~were~~while ~~obligated~~still toaddressing ~~repurchase~~the aseasonal ~~significant~~retail ~~number~~pattern offor ~~units~~our ~~under any repurchase agreement or under applicable dealer laws~~products, our business, ~~operating results~~ and ~~financial~~margins ~~condition~~may ~~could be adversely affected~~suffer.

WeThe ~~rely~~seasonality onof ~~third~~retail demand for our products, together with our goal of balancing production throughout the year, requires us to manage our manufacturing and allocate our gas-~~party~~powered products to our dealer network to address anticipated retail demand. Our dealers must manage seasonal changes ~~suppliers~~in consumer demand and inventory. If our dealers reduce their inventories in ~~the~~response to weakness in retail demand, we could be required to reduce our production, resulting in lower rates of absorption of fixed costs in our manufacturing and, therefore, lower margins. As a result, we must balance the economies of level production with the seasonal retail sales pattern experienced by our ~~boats~~dealers. Failure to adjust manufacturing levels adequately may have a material adverse effect on our financial condition and results of operations.

We depend on ~~third-party suppliers to provide components and raw materials essential to the construction of~~ our ~~boats. During the year ended December 31, 2024~~network ~~and~~of ~~2023,~~independent wedealers ~~purchased all engines~~ for our boats ~~under supplier agreements with three vendors. While we believe that our relationships with our current suppliers are sufficient to provide the materials necessary to meet present production demand~~, weface ~~cannot~~increasing ~~assure~~competition you that these relationships will continue or that the quantity or quality of materials available from these suppliers will be sufficient to meet our future needs, irrespective of whether we successfully implement our growth strategy. We expect that our need for ~~raw materials and supplies will increase. Our suppliers must be prepared to ramp up operations and~~dealers, ~~in many cases, hire additional workers~~ and~~/or~~ ~~expand capacity~~have inlittle ~~order~~control toover ~~fulfill the orders placed by us and other customers. Operational and financial difficulties that our suppliers may face in the future could adversely affect~~ their ~~ability to supply us with the parts and components we need, which could significantly disrupt our operations~~activities.

~~Termination~~A significant portion of our sales are derived from our network of independent dealers. We typically manufacture our gas-powered boats based upon indications of interest received from dealers who are not contractually obligated to purchase any boats. While our dealers typically have purchased all of the boats for which they have provided us with indications of interest, it is possible that a dealer could choose not to purchase boats for which it has provided an indication of interest (e.g., if it were to have reached the credit limit on its floor plan), and as a result we once experienced, and in the future could experience, excess inventory and costs. For the year ended December 31, 2025, two individual dealers each represented over 10% of our total sales and together represented 27% of total sales. For the year ended December 31, 2024, three individual dealers each represented over 10% of our sales and together represented 40% of total sales. The loss of a significant dealer could have a material adverse effect on our financial condition and results of operations. The number of dealers supporting our products and the quality of their marketing and servicing efforts are essential to our ability to generate sales. Competition for dealers among other boat manufacturers continues to increase based on the quality, price, value, and availability of the manufacturers’ products, the manufacturers’ attention to customer service, and the marketing support that the manufacturer provides to the dealers. We face intense competition from other boat manufacturers in attracting and retaining dealers, affecting our ability to attract or retain ~~interruption~~relationships with qualified and successful dealers. Although our management believes that the quality of ~~informal~~our ~~supply~~products ~~arrangements~~in the performance sport boat industry should permit us to maintain our relationships with our dealers and our market share position, there can be no assurance that we will be able to maintain or improve our relationships with our dealers or our market share position. In addition, independent dealers in the boating industry have experienced significant consolidation in recent years, which could result in the loss of one or more of our dealers in the future if the surviving entity in any such consolidation purchases similar products from a competitor. A substantial deterioration in the number of dealers or the quality of our network of dealers would have a material adverse effect on our business, financial orcondition, and results of operations.

~~Although~~The weloss ~~have long-term relationships with many~~ of ~~our~~one ~~suppliers, we do not have any formal agreements with any suppliers for the purchase of parts needed and~~or ~~our purchases are made on~~ a ~~purchase~~few ~~order~~dealers ~~basis.~~could We have ~~no binding commitment from our suppliers to supply any specified quantity of materials needed within any specified time period. In the event that our suppliers receive~~ a ~~large~~material ~~number~~adverse ofeffect orders from other customers, there is a possibility that they will not be able to support our needs. If any of our current suppliers were to be unable to provide needed products to us, there can be no assurance that alternate supply arrangements will be made on ~~satisfactory terms~~us. ~~If we need to enter into supply arrangements on unsatisfactory terms, or if there are any delays to our supply arrangements, it could adversely affect our business and operating results.~~

~~Significant~~A ~~product repair~~few dealers have in the past, and~~/or~~ ~~replacement~~may ~~due~~in tothe ~~product~~future, account ~~warranty~~for ~~claims~~a significant portion of our revenues in any one year or ~~product~~over ~~recalls~~a period of several consecutive years. For the year ended December 31, 2025, two individual dealers each represented over 10% of our total sales and combined represented 27% of total sales. The loss of business from a significant dealer could have a material adverse ~~impact~~effect on our business, financial condition, results of operations and cash flows.

WeOur ~~provide~~success ~~a hull warranty for structural damage of up to 12 years for our boats. In addition~~depends, ~~we provide a three-year limited fiberglass small parts warranty on all or some small fiberglass~~ ~~parts~~in ~~and components such as consoles. Gelcoat is covered up to one year. Additionally~~part, ~~fiberglass~~upon ~~lids,~~the ~~plastic~~financial ~~lids,~~health electrical panels, bilge pumps, aerator pumps or other electrical devices (excluding stereos, depth finders, radar, chart plotters except for installation if installed by us.), steering systems, electrical panels, and pumps are covered under a one-year basic limited systems warranty. Some materials, components or parts of ~~the boat that are not covered by~~ our ~~limited~~dealers ~~product~~and ~~warranties are separately warranted by~~ their ~~manufacturers or~~continued ~~suppliers.~~access ~~These~~to ~~other warranties include warranties covering engines purchased from suppliers and other components~~financing.

27Because we sell nearly all of our products through dealers, their financial health is critical to our success. Our business, financial condition, and results of operations may be adversely affected if the financial health of the dealers that sell our products suffers. Their financial health may suffer for a variety of reasons, including a downturn in general economic conditions, rising interest rates, higher rents, increased labor costs and taxes, compliance with regulations, and personal financial issues.

Our standard warranties require us or our dealers to repair or replace defective products during such warranty periods at no cost to the consumer. Although we employ quality control procedures, sometimes a product is distributed that needs repair or replacement. The repair and replacement costs we could incur in connection with a recall could adversely affect its business. In addition, product recalls could harm our reputation and cause us to lose customers, particularly if recalls cause consumers to question the safety or reliability of its products.22

~~The~~In ~~nature~~addition, our dealers require adequate liquidity to finance their operations, including purchases of our products. Dealers are subject to numerous risks and uncertainties that could unfavorably affect their liquidity positions, including, among other things, continued access to adequate financing sources on a timely basis on reasonable terms. These sources of financing are vital to our ~~business~~ability ~~exposes~~to ussell products through our distribution network. Access to ~~workers~~financing generally facilitates our dealers’ ~~compensation~~ability ~~claims~~to purchase boats from us, and ~~other~~their ~~workplace~~financed ~~liabilities~~purchases reduce our working capital requirements. If financing were not available to our dealers, our sales and our working capital levels would be adversely affected.

~~Certain~~We ~~materials~~may webe ~~use require~~required ~~our employees~~ to ~~handle~~repurchase ~~potentially~~inventory ~~hazardous~~of orcertain ~~toxic substances~~dealers. ~~While our employees who handle these and other potentially hazardous or toxic materials receive specialized training and wear protective clothing, there is still a risk that they,~~

orMany ~~others~~of our dealers have floor plan financing arrangements with third-party finance companies that enable the dealers to purchase our products. In connection with these agreements, we have an obligation to repurchase our products from a finance company under certain circumstances, and we may benot ~~exposed~~have any control over the timing or amount of any repurchase obligation nor have access to ~~these~~capital ~~substances.~~on ~~Exposure~~terms acceptable to ~~these~~us ~~substances~~to ~~could~~satisfy ~~result~~any inrepurchase ~~significant~~obligation. ~~injury~~This obligation is triggered if a dealer defaults on its debt obligations to ~~our~~a ~~employees~~finance company, the finance company repossesses the boat, and ~~damage~~the boat is returned to us. Our obligation to repurchase a repossessed boat for the unpaid balance of our ~~property~~original orinvoice price for the boat is ~~property~~subject to reduction or limitation based on the age and condition of ~~others~~the boat at the time of repurchase, ~~including~~and ~~natural~~in ~~resource~~certain ~~damage~~cases by an aggregate cap on repurchase obligations associated with a particular floor plan financing program. ~~Our~~As ~~personnel~~disclosed ~~are~~in ~~also~~the atnotes ~~risk~~accompanying ~~for~~the ~~other~~financial statements ~~workplace-related~~included ~~injuries~~in this report, ~~including~~on April 21, 2025, Northpoint Commercial Finance LLC (“Northpoint”) requested that we ~~slips~~take possession of and ~~falls.~~repurchase Wecertain ~~may~~inventory consisting of six boats in accordance with the ~~future~~Repurchase beAgreement ~~subject~~between us and Northpoint. Prior to ~~fines~~that date, ~~penalties~~we have not been required to repurchase any other boats under our dealers’ floor plan financing arrangements, and ~~other~~we ~~liabilities~~are innot ~~connection~~aware ~~with~~of any ~~such~~applicable ~~injury~~laws regulating dealer relations which govern our relations with the dealers or ~~damage.~~would ~~Although~~require weus ~~currently~~to ~~maintain~~repurchase ~~what~~any weboats. ~~believe~~However, tothere beis ~~suitable~~no ~~and~~assurance ~~adequate~~that ~~insurance~~a indealer ~~excess~~will not default on the terms of a credit line in the future. In addition, applicable laws regulating dealer relations may also require us to repurchase our ~~self-insured~~products ~~amounts~~from our dealers under certain circumstances, and we may ~~be unable~~not tohave ~~maintain~~any ~~such~~control ~~insurance~~over the timing or amount of any repurchase obligation nor have access to capital on terms acceptable ~~terms~~to us to satisfy any repurchase obligation. If we were obligated to repurchase a significant number of units under any repurchase agreement or ~~such~~under ~~insurance~~applicable ~~may~~dealer ~~not~~laws, ~~provide~~our ~~adequate~~business, ~~protection~~operating ~~against~~results ~~potential~~and ~~liabilities~~financial condition could be adversely affected.

IfWe werely ~~are~~on ~~unable to~~third-party ~~comply~~suppliers ~~with~~in ~~environmental~~the ~~and~~manufacturing ~~other~~of ~~regulatory requirements,~~ our ~~business may be exposed to material liability and/or fines~~boats.

~~Our~~We ~~operations~~depend ~~are~~on ~~subject~~ third-party suppliers to ~~extensive~~provide components and ~~frequently~~raw ~~changing~~materials ~~federal,~~essential ~~state,~~to ~~local,~~the ~~and~~construction ~~foreign~~of ~~laws~~our ~~and~~boats. ~~regulations,~~During ~~including~~the ~~those~~year ~~concerning~~ended ~~product~~December ~~safety~~31, ~~environmental~~ ~~protection~~2025, ~~and~~we ~~occupational~~purchased ~~health~~all ~~and~~engines ~~safety.~~for ~~Some~~our boats ofunder ~~these~~supplier ~~laws~~agreements ~~and~~with ~~regulations~~three ~~require~~vendors. usWhile towe ~~obtain~~believe ~~permits~~that ~~and limit~~ our ~~ability~~relationships towith ~~discharge~~our ~~hazardous~~current ~~materials~~suppliers ~~into~~are ~~the~~sufficient to ~~environment.~~provide Ifthe wematerials ~~fail~~necessary to ~~comply~~meet ~~with~~present ~~these~~production ~~requirements~~demand, we ~~may~~cannot beassure ~~subject~~you ~~to civil~~that orthese ~~criminal~~relationships ~~enforcement~~will ~~actions~~continue or that the ~~could~~quantity ~~result~~or inquality ~~the assessment~~ of ~~fines~~materials ~~and~~available ~~penalties,~~from ~~obligations~~these tosuppliers ~~conduct~~will ~~remedial~~be orsufficient ~~corrective actions,~~to ~~or,~~meet inour ~~extreme~~future ~~circumstances~~needs, ~~revocation~~irrespective of ~~our~~whether we ~~permits~~successfully orimplement ~~injunctions~~our ~~preventing~~growth ~~some~~strategy. orWe ~~all~~expect ofthat our ~~operations~~need for raw materials and supplies will increase. InOur ~~addition,~~suppliers must ~~the~~be ~~components~~prepared ofto ~~our~~ramp ~~boats~~up ~~must~~operations ~~meet~~and, ~~certain~~in ~~regulatory~~many ~~standards~~cases, ~~including~~hire ~~stringent~~additional ~~air~~workers ~~emission~~and/or ~~standards~~expand ~~for~~capacity ~~boat~~in ~~engines.~~order ~~Failure~~ to ~~meet~~fulfill ~~these~~the ~~standards~~orders ~~could~~placed by ~~result~~us inand another ~~inability~~customers. toOperational ~~sell~~and financial difficulties that our ~~boats~~suppliers inmay ~~key~~face ~~markets,~~in ~~which~~the ~~would~~future could adversely affect ~~our business. Moreover,~~their ~~compliance~~ability ~~with~~to ~~these~~supply ~~regulatory~~us ~~requirements~~with ~~could increase~~ the ~~cost~~parts ofand ~~our~~components ~~products~~we need, which incould ~~turn,~~significantly ~~may~~disrupt ~~reduce~~our ~~consumer demand~~operations.

28Termination or interruption of informal supply arrangements could have a material adverse effect on our business or results of operations.

~~While~~Although we ~~believe~~have ~~that~~long-term relationships with many of our suppliers, we ~~are~~ indo ~~material~~not ~~compliance~~have any formal agreements with ~~applicable~~any ~~federal,~~suppliers ~~state,~~for ~~local,~~the ~~and~~purchase ~~foreign~~of ~~regulatory~~parts ~~requirements,~~needed and our ~~hold~~purchases ~~all~~are ~~licenses~~made ~~and~~on ~~permits~~a purchase order basis. We have no binding commitment from our suppliers to supply any specified quantity of ~~required~~materials ~~thereunder,~~needed wewithin ~~cannot~~any ~~assure~~specified ~~you~~time period. In the event that weour ~~will,~~suppliers atreceive ~~all~~a ~~times~~large number of orders from other customers, there is a possibility that they will not be able to ~~continue~~support our needs. If any of our current suppliers were to ~~comply~~be ~~with~~unable ~~applicable~~to ~~regulatory~~provide ~~requirements.~~needed ~~Compliance~~products ~~with~~to ~~increasingly~~us, ~~stringent~~there ~~regulatory~~can ~~and~~be ~~permit~~no ~~requirements~~assurance ~~may,~~that inalternate ~~the~~supply ~~future,~~arrangements ~~cause~~will usbe tomade ~~incur~~on ~~substantial~~satisfactory ~~capital~~terms. ~~costs and~~If ~~increase~~we ~~our~~need ~~cost~~to ofenter ~~operations~~into supply arrangements on unsatisfactory terms, or ~~may~~if ~~limit~~there ~~our~~are ~~operations,~~any ~~all~~delays ofto ~~which~~our ~~could~~supply ~~have~~arrangements, ait ~~material~~could ~~adverse~~adversely ~~effect~~affect on our business or ~~financial~~and ~~condition~~operating results.

As with most boat construction businesses, our manufacturing processes involve the use, handling, storage, and contracting for recycling or disposal of hazardous substances and wastes. The failure to manage or dispose of such hazardous substances and wastes properly could expose us to material liability or fines, including liability for personal injury or property damage due to exposure to hazardous substances, damages to natural resources, or for the investigation and remediation of environmental conditions. Under environmental laws, we may be liable for remediation of contamination at sites where our hazardous waste have been disposed or at our current facility, regardless of whether our facility is owned or leased or whether the environmental conditions were created by us, a prior owner or tenant, or third-party. While we do not believe that we are presently subject to any such liabilities, we cannot assure you that environmental conditions relating to our prior, existing, or future sites or operations or those of predecessor companies will not have a material adverse effect on our business or financial condition.23

~~Our~~Significant ~~industry~~product isrepair ~~characterized~~and/or byreplacement ~~intense~~due ~~competition,~~to ~~which~~product ~~affects~~warranty claims or product recalls could have a material adverse impact on our ~~sales~~results ~~and~~of ~~profits~~operations.

~~The~~We ~~performance~~provide ~~sport boat category and the powerboat industry as~~ a ~~whole~~hull ~~are highly competitive~~ warranty for ~~consumers~~structural ~~and~~damage ~~dealers.~~of Weup ~~also~~to ~~compete~~12 ~~against~~years ~~consumer demand~~ for ~~used~~our boats. ~~Competition~~In ~~affects~~addition, ~~our~~we ~~ability~~provide toa ~~succeed~~three-year inlimited ~~both~~fiberglass ~~the~~small ~~markets~~parts wewarranty ~~currently~~on all ~~serve~~or ~~and~~some ~~new~~small ~~markets~~fiberglass ~~that~~parts weand ~~may~~components ~~enter~~such ~~in the~~as ~~future~~consoles. ~~Competition~~Gelcoat is ~~based~~covered ~~primarily~~up onto ~~brand~~one ~~name,~~year. ~~price~~Additionally, ~~product~~fiberglass ~~selection~~lids, plastic ~~and~~lids, ~~product~~electrical ~~performance.~~panels, Webilge ~~compete~~pumps, ~~with~~aerator ~~several~~pumps ~~large manufacturers~~or ~~that~~other ~~may~~electrical ~~have~~devices ~~greater~~(excluding ~~financial~~stereos, ~~marketing~~depth finders, ~~and~~radar, ~~other~~chart plotters ~~resources~~except ~~than~~for weinstallation doif ~~and~~installed ~~who are represented~~ by ~~dealers~~us.), insteering ~~the~~systems, ~~markets in~~electrical ~~which~~panels, weand ~~now~~pumps ~~operate~~are ~~and~~covered ~~into~~under ~~which~~a weone-year ~~plan~~basic limited tosystems ~~expand~~warranty. WeSome ~~also~~materials, ~~compete~~components ~~with~~or aparts ~~variety~~ of ~~small,~~the ~~independent~~boat ~~manufacturers. We cannot assure you~~ that weare ~~will~~ not ~~face~~covered ~~greater~~by ~~competition~~our ~~from~~limited ~~existing~~product ~~large~~warranties orare ~~small~~separately warranted by their manufacturers or ~~that we will be able to compete successfully with new competitors~~suppliers. ~~Our~~These ~~failure~~other towarranties ~~compete~~include ~~effectively~~warranties ~~with~~covering ~~our~~engines ~~current~~purchased ~~and~~from ~~future~~suppliers ~~competitors would adversely affect our business, financial condition,~~ and ~~results of operations. We also compete with~~ other ~~manufacturers for employees~~components.

29Our standard warranties require us or our dealers to repair or replace defective products during such warranty periods at no cost to the consumer. Although we employ quality control procedures, sometimes a product is distributed that needs repair or replacement. The repair and replacement costs we could incur in connection with a recall could adversely affect its business. In addition, product recalls could harm our reputation and cause us to lose customers, particularly if recalls cause consumers to question the safety or reliability of its products.

WeThe ~~face~~nature ~~increasing~~of our business ~~competition~~exposes ~~for~~us ~~dealers~~to ~~and~~workers’ ~~have~~compensation ~~little~~claims ~~control~~and ~~over~~other ~~their~~workplace ~~activities~~liabilities.

WeCertain ~~face~~materials ~~intense~~we ~~competition~~use ~~from~~require ~~other performance sport boat manufacturers in attracting and retaining dealers and customers, affecting~~ our ~~ability~~employees to ~~attract~~handle ~~or retain~~potentially ~~relationships~~hazardous ~~with~~or ~~qualified~~toxic ~~and successful dealers and consumers looking to purchase boats~~substances. ~~Although~~While our ~~management~~employees ~~believes~~who ~~that the~~handle ~~quality~~these ~~of our products in the boat industry should permit us to maintain our relationships with our dealers~~ and ~~our~~other ~~market share~~potentially ~~position,~~hazardous ~~there can be no assurance that we will be able to maintain~~ or ~~improve~~toxic ~~our~~materials ~~relationships~~receive ~~with~~specialized ~~our~~training ~~dealers~~and orwear ~~our~~protective ~~market share position. In addition~~clothing, ~~independent~~there ~~dealers~~is instill the boating industry have experienced significant consolidation in recent years, which could result in the loss of one or more of our dealers in the future if the surviving entity in any such consolidation purchases similar products from a ~~competitor.~~risk Athat ~~substantial deterioration in the number of dealers or quality of our network of dealers would have a material adverse effect on our business~~they, ~~financial condition, and results of operations.~~

~~Our~~or ~~sales~~others, may be ~~adversely~~exposed to ~~impacted~~these bysubstances. ~~increased~~Exposure ~~consumer~~to ~~preference~~these substances could result in significant injury to our employees and damage to our property or the property of others, including natural resource damage. Our personnel are also at risk for other ~~leisure~~workplace-related ~~activities~~injuries, orincluding slips ~~used~~and ~~boats~~falls. orWe may in the ~~supply~~future ofbe ~~new~~subject ~~boats~~to byfines, ~~competitors~~penalties, and other liabilities in connection with any such injury or damage. Although we currently maintain what we believe to be suitable and adequate insurance in excess of ~~demand~~our self-insured amounts, we may be unable to maintain such insurance on acceptable terms or such insurance may not provide adequate protection against potential liabilities.

~~Our~~If ~~boats~~we are ~~not~~unable ~~necessities~~to ~~and~~comply inwith ~~times~~environmental ofand ~~economic~~other ~~hardship~~regulatory requirements, ~~consumers may cease purchasing non-essential items. Demand for~~ our ~~boats~~business may be ~~adversely~~exposed ~~affected by~~to ~~competition~~material ~~from~~liability ~~other activities that occupy consumers’ leisure time~~ and ~~by changes in consumer lifestyle, usage pattern~~ /or ~~taste.~~ ~~Similarly, an overall decrease in consumer leisure time may reduce consumers’ willingness to purchase and enjoy our boats~~fines.

~~During~~Our ~~the~~operations ~~economic~~are ~~downturn~~subject ~~that~~to ~~commenced~~extensive inand ~~2008~~frequently changing federal, ~~there~~state, ~~was~~local, aand ~~shift~~foreign inlaws ~~consumer~~and ~~demand~~regulations, ~~toward~~including ~~purchasing~~those ~~more~~concerning ~~used~~product ~~boats~~safety, environmental ~~primarily~~protection, ~~because~~and ~~prices~~occupational ~~for~~health ~~used~~and ~~boats~~safety. Some of these laws and regulations require us to obtain permits and limit ~~are~~our ~~typically~~ability ~~lower~~to ~~than~~discharge ~~retail~~hazardous ~~prices~~materials ~~for~~into ~~new~~the ~~boats~~environment. If ~~this~~we ~~were~~fail to ~~occur~~comply ~~again~~with these requirements, itwe may be subject to civil or criminal enforcement actions that could ~~have~~result in the ~~effect~~assessment of ~~reducing~~fines ~~demand~~and ~~among~~penalties, ~~retail purchasers~~obligations ~~for~~to ~~our~~conduct ~~new~~remedial ~~boats.~~or ~~Also~~corrective actions, ~~while~~or, wein ~~have~~extreme ~~balanced~~circumstances, ~~production~~revocation ~~volumes~~of ~~for~~ our ~~boats~~permits toor ~~meet~~injunctions ~~demand,~~preventing ~~our~~some ~~competitors~~or ~~could~~all ~~choose to~~of ~~reduce~~our operations. In addition, the ~~price~~components of ~~their~~our ~~products,~~boats ~~which~~must ~~could~~meet ~~have~~certain ~~the~~regulatory ~~effect~~standards, ofincluding ~~reducing~~stringent ~~demand~~air ~~for~~emission ~~our~~standards ~~new~~for ~~boats~~boat engines. ~~Reduced~~Failure to ~~demand~~meet ~~for~~these ~~new~~standards ~~boats~~ could ~~lead~~result in an inability to ~~reduced~~sell ~~sales~~our byboats usin key markets, which ~~could~~would adversely affect our business. Moreover, compliance ~~results~~with these regulatory requirements could increase the cost of ~~operations~~our products, ~~and~~which ~~financial~~in ~~condition~~turn, may reduce consumer demand.

~~Our~~While ~~sales~~we believe that we are in material compliance with applicable federal, state, local, and foreign regulatory requirements, and hold all licenses and permits required thereunder, we cannot assure you that we ~~profitability~~will, ~~depend~~at all times, inbe ~~part~~able to continue to comply with applicable regulatory requirements. Compliance with increasingly stringent regulatory and permit requirements may, onin the ~~successful~~future, ~~introduction~~cause us to incur substantial capital costs and increase our cost of ~~new~~operations, ~~products~~or may limit our operations, all of which could have a material adverse effect on our business or financial condition.

Market acceptance of our products depends on our technological innovation and our ability to implement technology in our boats. Our sales and profitability may be adversely affected by difficulties or delays in product development, such as an inability to develop viable or innovative new products. Our failure to introduce new technologies and product offerings that consumers desire could adversely affect our business, financial condition, and results of operations. If we fail to introduce new features or those we introduce fail to gain market acceptance, our bottom line may suffer.24

InAs ~~addition,~~with ~~some~~most ofboat ~~our~~construction ~~direct~~businesses, ~~competitors~~our manufacturing processes involve the use, handling, storage, and ~~indirect~~contracting ~~competitors~~for ~~may~~recycling ~~have~~or ~~significantly~~disposal ~~more~~of ~~resources~~hazardous substances and wastes. The failure to ~~develop~~manage or dispose of such hazardous substances and ~~patent~~wastes ~~new~~properly ~~technologies.~~could Itexpose isus ~~possible that~~to ~~our~~material ~~competitors~~liability ~~will~~or fines, ~~develop~~including ~~and~~liability ~~patent~~for ~~equivalent~~personal injury or ~~superior~~property ~~technologies~~damage ~~and~~due ~~other~~to ~~products~~exposure ~~that~~to ~~compete~~hazardous ~~with~~substances, ~~ours.~~damages ~~They~~to ~~may~~natural ~~assert~~resources, ~~these~~or ~~patents~~for ~~against~~the usinvestigation and remediation of environmental conditions. Under environmental laws, we may be ~~required~~liable tofor ~~license~~remediation ~~these~~of ~~patents~~contamination at onsites ~~unfavorable~~where ~~terms~~our hazardous waste have been disposed or ~~cease~~at ~~using~~our current facility, regardless of whether our facility is owned or leased or whether the ~~technology~~environmental ~~covered~~conditions were created by us, a prior owner or tenant, or third-party. While we do not believe that we are ~~these~~presently ~~patents~~subject to any such liabilities, ~~either~~we ofcannot ~~which~~assure ~~would~~you ~~harm~~that environmental conditions relating to our ~~competitive~~prior, ~~position~~existing, ~~and~~or ~~may~~future sites ~~materially~~or ~~adversely~~operations ~~affect~~or those of predecessor companies will not have a material adverse effect on our business or financial condition.

30Our industry is characterized by intense competition, which affects our sales and profits.

The performance sport boat category and the powerboat industry as a whole are highly competitive for consumers and dealers. We also ~~cannot~~compete beagainst ~~certain~~consumer demand ~~that~~for used boats. Competition affects our ~~products~~ability orto ~~features~~succeed in both the markets we currently serve and new markets that we may enter in the future. Competition is based primarily on brand name, price, product selection, and product performance. We compete with several large manufacturers that may have ~~not~~greater ~~infringed~~financial, ormarketing, ~~will~~and ~~not~~other ~~infringe~~resources than we do and who are represented by dealers in the ~~proprietary~~markets in ~~rights~~which we now operate and into which we plan to expand. We also compete with a variety of ~~others~~small, independent manufacturers. ~~Any~~We ~~such~~cannot assure ~~infringement~~you ~~could~~that ~~cause~~we will not face greater competition from existing large or small manufacturers or that we will be able to compete successfully ~~third~~with ~~parties,~~new ~~including~~competitors. Our failure to compete effectively with our current and future competitors, towould ~~bring~~adversely ~~claims~~affect ~~against~~our usbusiness, financial ~~resulting~~condition, inand ~~significant~~results ~~costs~~of ~~and~~operations. ~~potential~~We ~~damages~~also compete with other manufacturers for employees.

~~Our~~We ~~success~~face ~~depends~~increasing ~~upon~~competition ~~the~~for ~~continued~~dealers ~~strength of our brand, the value of our brand,~~ and ~~sales~~have oflittle ~~our~~control ~~products~~over ~~could~~their ~~be diminished if we, the consumers who use our products, or the sports and~~ activities ~~in which our products are used are associated with negative publicity~~.

We ~~believe~~face ~~that~~intense competition from other performance sport boat manufacturers in attracting and retaining dealers and customers, affecting our ~~brand~~ability to attract or isretain arelationships ~~significant~~with ~~contributor~~qualified and successful dealers and consumers looking to purchase boats. Although our management believes that the ~~success~~quality of our ~~business~~products in the boat industry should permit us to maintain our relationships with our dealers and our market share position, there can be no assurance that ~~maintaining~~we ~~and~~will ~~enhancing~~be able to maintain or improve our ~~brand~~relationships iswith ~~important~~our todealers ~~expanding~~or our market share ~~consumer~~position. ~~and~~In ~~dealer~~addition, ~~base~~independent dealers in the boating industry have experienced significant consolidation in recent years, which could result in the loss of one or more of our dealers in the future if the surviving entity in any such consolidation purchases similar products from a competitor. ~~Failure~~A tosubstantial ~~continue~~deterioration toin ~~protect~~the number of dealers or quality of our ~~brand~~network ~~may~~of ~~adversely~~dealers ~~affect~~would have a material adverse effect on our business, financial condition, and results of operations.

~~and~~Our ~~results~~sales of operations. We expect that our ability to develop, maintain and strengthen the Twin Vee and AquaSport brands will also depend heavily on the success of our marketing efforts. To further promote our brands, we may be ~~required~~adversely impacted toby ~~change~~increased ~~our~~consumer ~~marketing~~preference ~~practices,~~for ~~which~~other ~~could~~leisure ~~result~~activities inor ~~substantially increased~~used ~~advertising~~boats ~~expenses,~~or ~~including~~ the ~~need~~supply ~~to use traditional media such as television, radio and print. Many~~ of ~~our~~new ~~current~~boats ~~and potential~~by competitors ~~have~~in ~~greater name recognition, broader customer relationships and substantially greater marketing resources than~~excess weof dodemand. ~~If we do not develop and maintain strong brands, our business, prospects, financial condition and operating results will be materially and adversely impacted.~~

~~Negative~~Our ~~publicity,~~boats ~~including that resulting from severe injuries or death occurring in the sports and activities in which our products~~ are ~~used,~~not ~~could negatively affect~~necessities ~~our reputation~~ and ~~result~~ in ~~restrictions,~~times ~~recalls,~~of oreconomic ~~bans~~hardship, onconsumers ~~the~~may ~~use~~cease ofpurchasing ~~our~~non-essential ~~products~~items. IfDemand ~~the~~for ~~popularity~~our ofboats ~~the~~may ~~sports~~be ~~and~~adversely ~~activities~~affected ~~for~~by ~~which~~competition wefrom ~~design,~~other ~~manufacture,~~activities ~~and~~that ~~sell~~occupy ~~products~~consumers’ ~~were~~leisure totime ~~decrease~~and asby achanges ~~result~~in ofconsumer ~~these risks or any negative publicity~~lifestyle, ~~sales~~usage ofpattern ~~our~~or ~~products~~taste. ~~could decrease~~Similarly, ~~which could have~~ an ~~adverse~~overall ~~effect~~decrease onin ~~our~~consumer ~~net~~leisure ~~sales,~~time ~~profitability,~~may ~~and~~reduce ~~operating~~consumers’ ~~results.~~willingness ~~In addition, if we become exposed~~ to ~~additional~~purchase ~~claims~~ and ~~litigation~~enjoy ~~relating to the use of~~ our products, our reputation may be adversely affected by such claims, whether or not successful, including by generating potential negative publicity about our products, which could adversely impact our business and financial conditionboats.

WeDuring ~~may~~the ~~not~~economic bedownturn ~~able~~that commenced in 2008, there was a shift in consumer demand toward purchasing more used boats, primarily because prices for used boats are typically lower than retail prices for new boats. If this were to ~~execute~~occur again, it could have the effect of reducing demand among retail purchasers for our ~~manufacturing~~new ~~strategy~~boats. ~~successfully~~Also, while we have balanced production volumes for our boats to meet demand, our competitors could choose to reduce the price of their products, which could ~~cause~~have the ~~profitability~~effect of reducing demand for our ~~products~~new boats. Reduced demand for new boats could lead to ~~suffer~~reduced sales by us, which could adversely affect our business, results of operations, and financial condition.

Our manufacturing strategy is designed to improve product quality and increase productivity, while reducing costs and increasing flexibility to respond to ongoing changes in the marketplace. To implement this strategy, we must be successful in our continuous improvement efforts, which depend on the involvement of management, production employees, and suppliers. Any inability to achieve these objectives could adversely impact the profitability of our products and our ability to deliver desirable products to our consumers.25

31Our sales and profitability depend, in part, on the successful introduction of new products.

WeMarket ~~will~~acceptance ~~rely~~of our products depends on ~~complex~~our ~~machinery~~technological ~~for~~innovation and our ~~operations,~~ability ~~and~~to ~~production~~implement ~~involves~~technology ain ~~significant~~our ~~degree~~boats. ofOur ~~risk~~sales and ~~uncertainty~~profitability may be adversely affected by difficulties or delays in ~~terms~~product ofdevelopment, ~~operational~~such as an inability to develop viable or innovative new products. ~~performance~~Our failure to introduce new technologies and product offerings that consumers desire could adversely affect our business, ~~safety~~financial condition, and ~~security~~results of operations. If we fail to introduce new features or those we introduce fail to gain market acceptance, ~~and~~our ~~costs~~bottom line may suffer.

WeIn ~~expect to rely heavily on complex machinery for our operations and our production will involve a significant degree of uncertainty and risk in terms of operational performance~~addition, ~~safety, security,~~some ~~and costs. Our manufacturing plant consists~~ of ~~large-scale machinery combining many components. The manufacturing plant components~~our ~~are~~direct ~~likely~~competitors ~~to suffer unexpected malfunctions from time to time~~ and ~~will~~indirect ~~depend~~competitors ~~on repairs and spare parts to resume operations, which~~ may ~~not~~have ~~be available when needed. Unexpected malfunctions of the manufacturing plant components may~~ significantly ~~affect~~more ~~operational~~resources ~~efficiency. Operational performance and costs can be difficult~~ to ~~predict~~develop and ~~are~~patent ~~often~~new ~~influenced~~technologies. byIt ~~factors~~is ~~outside~~possible that of our ~~control,~~competitors ~~such~~will ~~as,~~develop ~~but not limited to, scarcity of natural resources, environmental hazards~~ and ~~remediation,~~patent ~~costs~~equivalent ~~associated~~or ~~with~~superior ~~decommissioning~~technologies ~~of machines, labor disputes~~ and ~~strikes,~~other ~~difficulty~~products orthat ~~delays~~compete inwith ~~obtaining~~ours. ~~governmental~~They ~~permits,~~may ~~damages or defects in electronic systems, industrial~~assert ~~accidents,~~these ~~pandemics,~~patents ~~fire,~~against ~~seismic~~us ~~activity,~~ and ~~natural~~we ~~disasters.~~may ~~Should~~be ~~operational~~required ~~risks~~to ~~materialize,~~license itthese ~~may~~patents ~~result~~on inunfavorable ~~the~~terms ~~personal injury to~~ or ~~death~~cease ofusing ~~workers,~~ the ~~loss~~technology ofcovered ~~production equipment, damage to manufacturing facilities, products, supplies, tools and materials,~~by ~~monetary~~these ~~losses~~patents, ~~delays~~either ~~and~~of ~~unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs, and potential legal liabilities, all~~ which ~~could~~would ~~have~~harm ~~a material adverse effect on~~ our ~~business,~~competitive ~~prospects,~~position ~~financial condition, results of operations,~~ and cash flows. Although we generally carry insurance to cover such operational risks, we cannot be certain that our insurance coverage will be sufficient to cover potential costs and liabilities arising therefrom. A loss that is uninsured or exceeds policy limits may ~~require~~materially ~~us to pay substantial amounts, which could~~ adversely affect our business~~, prospects, financial condition, results of operations, and cash flows~~.

We ~~may~~also ~~need~~cannot tobe certain ~~raise~~that ~~additional~~our ~~capital~~products ~~that~~or ~~may~~features behave ~~required~~not toinfringed ~~grow~~or ~~our~~will ~~business,~~not ~~and~~infringe wethe ~~may~~proprietary ~~not~~rights beof ~~able~~others. toAny ~~raise~~such ~~capital~~infringement oncould ~~terms~~cause third ~~acceptable~~parties, including our competitors, to bring claims against us or, atresulting ~~all~~in significant costs and potential damages.

~~Operating~~Our ~~our~~success ~~business~~depends ~~and~~upon ~~maintaining~~the ~~our~~continued ~~growth~~strength ~~efforts~~of ~~will require significant cash outlays and advance capital expenditures and commitments. If cash on hand and cash generated from operations are not sufficient to meet~~ our ~~cash requirements~~brand, wethe ~~will~~value ~~need~~of toour ~~seek additional capital~~brand, ~~potentially~~and ~~through~~sales ~~debt~~of ~~or equity financings, to fund~~ our ~~growth.~~products Wecould ~~cannot assure you that we will~~ be ~~able~~diminished toif ~~raise needed cash on terms acceptable to us or at all. Financings may be on terms that are dilutive or potentially dilutive to our stockholders~~we, ~~and~~ the ~~prices~~consumers atwho use ~~which new investors would be willing to purchase~~ our ~~securities~~products, ~~may~~or ~~be lower than~~ the ~~price~~sports ~~per share~~and ofactivities ~~our common stock~~ in ~~our initial public offering. The holders of new securities may also have rights, preferences or privileges~~ which ~~are~~our ~~senior~~products ~~to those of existing holders of common stock. If new sources of financing~~ are ~~required,~~used ~~but~~ are ~~insufficient~~ orassociated ~~unavailable,~~with wenegative ~~will be required to modify our growth and operating plans based on available funding, if any, which would harm our ability to grow our business~~publicity.

IfWe webelieve ~~fail~~that our brand is a significant contributor to the success of our business and that maintaining and enhancing our brand is important to expanding our ~~manage~~consumer ~~future~~and ~~growth~~dealer ~~effectively~~base. Failure to continue to protect our brand may adversely affect our business, financial condition, and results of operations. We expect that our ability to develop, maintain and strengthen the Twin Vee and Bahama Boat Works brands will also depend heavily on the success of our marketing efforts. To further promote our brands, we may ~~not~~ be ~~able~~required to ~~market~~change orour ~~sell~~marketing practices, which could result in substantially increased advertising expenses, including the need to use traditional media such as television, radio and print. Many of our ~~products~~current ~~successfully~~and potential competitors have greater name recognition, broader customer relationships and substantially greater marketing resources than we do. If we do not develop and maintain strong brands, our business, prospects, financial condition and operating results will be materially and adversely impacted.

~~Any~~Negative ~~failure~~publicity, toincluding that ~~manage~~resulting ~~our growth~~from ~~effectively~~severe ~~could~~injuries ~~materially~~or death occurring in the sports and ~~adversely~~activities ~~affect~~in which our ~~business,~~products ~~prospects~~are used, ~~operating~~could ~~results~~negatively affect our reputation and ~~financial~~result ~~condition.~~in Werestrictions, ~~are~~recalls, ~~expanding~~ or bans on the use of our ~~operations~~products. ~~Our~~If ~~future~~the ~~operating~~popularity ~~results~~of ~~depend~~the sports and activities for which we design, manufacture, and sell products were to decrease as a ~~large~~result ~~extent~~of these risks or any negative publicity, sales of our products could decrease, which could have an adverse effect on our ~~ability~~net sales, profitability, and operating results. Similarly, as we seek to ~~manage~~expand ~~this~~our ~~expansion~~business to provide crewed and ~~growth~~autonomous ~~successfully.~~mission-ready maritime solutions for defense and government customers through ~~Risks~~Black ~~that~~Line Defense, we face inincreased ~~undertaking~~reputational ~~this~~and ~~expansion~~legal ~~include:~~risks, as well as potential increased reporting costs associated with such activities. In addition, if we become exposed to additional claims and litigation relating to the use of our products, our reputation may be adversely affected by such claims, whether or not successful, including by generating potential negative publicity about our products, which could adversely impact our business and financial condition.

32We may not be able to execute our manufacturing strategy successfully, which could cause the profitability of our products to suffer.

●Our ~~training~~manufacturing ~~new~~strategy is ~~personnel;~~designed ●to ~~forecasting~~improve ~~production~~product quality and ~~revenue;~~increase ●productivity, ~~expanding~~while ~~our~~reducing ~~marketing~~costs ~~efforts,~~and ~~including~~increasing ~~the~~flexibility ~~marketing~~to ofrespond ato ~~new~~ongoing changes ~~powertrain~~in ~~that~~the wemarketplace. ~~intend~~To toimplement ~~develop;~~this ●strategy, ~~controlling~~we ~~expenses~~must ~~and~~be ~~investments~~successful in ~~anticipation~~our ofcontinuous ~~expanded~~improvement ~~operations;~~efforts, ●which ~~establishing~~depend oron ~~expanding~~the involvement ~~design,~~of ~~manufacturing~~management, ~~sales~~production employees, and ~~service~~suppliers. ~~facilities;~~Any ●inability ~~implementing~~to ~~and~~achieve ~~enhancing~~these ~~administrative~~objectives ~~infrastructure,~~could ~~systems~~adversely ~~and~~impact ~~processes;~~the profitability of our products and ●our ~~addressing~~ability ~~new~~to ~~markets~~deliver desirable products to our consumers.

We intend to continue to hire a number of additional personnel, including design and manufacturing personnel and service technicians. . Competition for individuals with experience designing, manufacturing and servicing boats is intense, and we may not be able to attract, assimilate, train or retain additional highly qualified personnel in the future. The failure to attract, integrate, train, motivate and retain these additional employees could seriously harm our business and prospects26

We ~~depend~~will ~~upon our~~rely ~~executive~~on ~~officers~~complex machinery ~~and~~for weour ~~may~~operations, ~~not~~and beproduction ~~able~~involves toa ~~retain~~significant ~~them~~degree ~~and their knowledge~~ of ~~our~~risk ~~business~~ and ~~technical~~uncertainty ~~expertise~~in ~~would~~terms beof ~~difficult~~operational performance, tosafety, ~~replace~~security, and costs.

~~Our~~We ~~future~~expect ~~success~~to ~~will~~rely ~~depend~~heavily on complex machinery for inour ~~significant~~operations ~~part~~and ~~upon~~our ~~the~~production ~~continued~~will ~~service~~involve ofa ~~our~~significant ~~Chief~~degree ~~Executive~~of ~~Officer~~uncertainty and ~~other~~risk ~~executive~~in ~~officers~~terms of operational performance, safety, security, and costs. WeOur ~~cannot~~manufacturing ~~assure~~plant ~~you~~consists ~~that we~~of ~~will~~large-scale bemachinery ~~able~~combining many components. The manufacturing plant components are likely to ~~continue~~suffer unexpected malfunctions from time to ~~attract~~time orand ~~retain~~will ~~such~~depend ~~persons.~~on Werepairs doand spare parts to resume operations, which may not ~~have~~be anavailable ~~insurance~~when ~~policy~~needed. onUnexpected malfunctions of the ~~life~~manufacturing ofplant ~~our~~components ~~chief~~may ~~executive~~significantly ~~officer,~~affect operational efficiency. Operational performance and wecosts docan ~~not~~be ~~have~~difficult ~~“key~~to ~~person”~~predict ~~life~~and ~~insurance~~are ~~policies~~often ~~for~~influenced ~~any~~by factors outside of our ~~other~~control, ~~officers~~such oras, ~~advisors.~~but not ~~The~~limited ~~loss~~to, scarcity of ~~the~~natural ~~technical knowledge~~resources, ~~and~~environmental ~~management~~hazards and ~~industry~~remediation, ~~expertise~~costs ofassociated ~~any~~with decommissioning of ~~our~~machines, labor ~~key~~disputes ~~personnel~~and ~~could~~strikes, ~~result~~difficulty inor delays in ~~product~~obtaining ~~development~~governmental permits, damages or defects in electronic systems, industrial accidents, pandemics, fire, seismic activity, and natural disasters. Should operational risks materialize, it may result in the personal injury to or death of workers, the loss of ~~customers~~production equipment, damage to manufacturing facilities, products, supplies, tools and materials, monetary losses, delays and ~~sales~~unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs, and ~~diversion~~potential legal liabilities, all which could have a material adverse effect on our business, prospects, financial condition, results of ~~management~~operations, ~~resources~~and cash flows. Although we generally carry insurance to cover such operational risks, we cannot be certain that our insurance coverage will be sufficient to cover potential costs and liabilities arising therefrom. A loss that is uninsured or exceeds policy limits may require us to pay substantial amounts, which could adversely affect our ~~operating~~business, prospects, financial condition, results of operations, and cash flows.

~~Certain~~We ofmay ~~our~~need to raise ~~shareholders~~additional ~~have~~capital ~~sufficient~~that ~~voting~~may ~~power~~be required to ~~make~~grow ~~corporate~~our ~~governance~~business, ~~decisions~~and ~~that~~we ~~could~~may ~~have~~not abe ~~significant~~able ~~influence~~to raise capital on terms acceptable to us ~~and~~or ~~the~~at ~~other stockholders~~all.

33Operating our business and maintaining our growth efforts will require significant cash outlays and advance capital expenditures and commitments. If cash on hand and cash generated from operations are not sufficient to meet our cash requirements, we will need to seek additional capital, potentially through debt or equity financings, to fund our growth. We cannot assure you that we will be able to raise needed cash on terms acceptable to us or at all. Financings may be on terms that are dilutive or potentially dilutive to our stockholders, and the prices at which new investors would be willing to purchase our securities may be lower than the price per share of our common stock at the time of such public offerings. The holders of new securities may also have rights, preferences or privileges which are senior to those of existing holders of common stock. If new sources of financing are required, but are insufficient or unavailable, we will be required to modify our growth and operating plans based on available funding, if any, which would harm our ability to grow our business.

~~Our~~If ~~Chief~~we ~~Executive~~fail ~~Officer owns~~to ~~22.6% of our outstanding common stock. As a result, our Chief Executive Officer does and will have significant influence over our~~manage ~~management~~future ~~and~~growth ~~affairs and over matters requiring stockholder approval~~effectively, ~~including~~we ~~the election of directors and approval of significant corporate transactions. In addition, this concentration of ownership~~ may ~~delay~~not orbe ~~prevent~~able ato ~~change in our control and might affect the~~ market price of our common stock, even when a change in control may be in the best interest of all stockholders. Furthermore, the interests of this concentration of ownership may not always coincide with our interests or ~~the~~sell ~~interests of other stockholders. Accordingly,~~ our ~~Chief~~ ~~Executive~~products ~~Officer could cause us to enter into transactions or agreements that we would not otherwise consider~~successfully.

WeAny ~~may~~failure ~~attempt~~ to ~~grow~~manage our growth ~~business~~effectively ~~through~~could ~~acquisitions~~materially orand ~~strategic~~adversely ~~alliances~~affect ~~and~~our ~~new~~business, ~~partnerships~~prospects, ~~which~~operating weresults ~~may~~and ~~not~~financial becondition. ~~successful~~We inare ~~completing or~~expanding ~~integrating~~our operations. Our future operating results depend to a large extent on our ability to manage this expansion and growth successfully. Risks that we face in undertaking this expansion include:

We● ~~may~~training innew ~~the~~personnel; ~~future~~● ~~enter into~~forecasting ~~acquisitions~~production and ~~strategic~~revenue; ~~alliances~~● ~~that~~expanding ~~will~~our ~~enable~~marketing ~~us to acquire complementary skills and capabilities~~efforts, ~~offer~~including ~~new~~the ~~products,~~marketing ~~expand our~~of ~~consumer~~a ~~base, enter~~ new ~~product~~powertrain ~~categories or geographic markets, and obtain other competitive advantages. We cannot assure you, however,~~ that we ~~will~~intend ~~identify acquisition candidates or strategic partners that are suitable~~ to ~~our~~develop; ~~business,~~● ~~obtain~~controlling ~~financing~~expenses onand ~~satisfactory terms,~~investments ~~complete~~in ~~acquisitions~~anticipation orof ~~strategic~~expanded ~~alliances, or successfully integrate acquired~~ operations; ~~into~~● ~~our~~establishing ~~existing operations. Once integrated, acquired operations may not achieve anticipated levels of sales~~ or ~~profitability,~~expanding ~~or otherwise perform as expected. Acquisitions also involve special risks~~design, ~~including risks associated with unanticipated challenges~~manufacturing, ~~liabilities~~sales and ~~contingencies,~~service ~~and~~facilities; ~~diversion~~● ~~of management~~implementing ~~attention~~ and ~~resources~~enhancing ~~from~~administrative ~~our existing operations. Similarly~~infrastructure, ~~our~~systems ~~partnership~~and ~~with~~processes; ~~leading~~and ~~franchises~~● ~~from~~addressing ~~other industries to market our products or with third-party technology providers to introduce~~ new ~~technology to the market may not achieve anticipated levels of consumer enthusiasm and acceptance, or achieve anticipated levels of sales or profitability, or otherwise perform as expected~~markets.

We rely on network and information systems and other technologies for our business activities and certain events, such as computer hackings, viruses or other destructive or disruptive software or activities may disrupt our operations, which could have a material adverse effect on our business, financial condition and results of operations.27

~~Network~~We ~~and~~intend ~~information~~to ~~systems~~continue to ~~and~~hire ~~other~~a ~~technologies~~number ~~are~~of ~~important~~additional topersonnel, ~~our~~including ~~business~~design ~~activities~~ and ~~operations.~~manufacturing ~~Our~~personnel ~~new web-based platform Pro Direct will be dependent upon our networks~~ and ~~information~~service ~~systems~~technicians. ~~Network~~Competition ~~and~~for ~~information systems-related events, such as computer hackings, cyber threats, security~~individuals ~~breaches,~~with ~~viruses,~~experience ~~or other destructive or disruptive software~~designing, ~~process~~manufacturing ~~breakdowns or malicious or other activities could result in a disruption of our services~~ and ~~operations~~servicing orboats ~~improper~~is ~~disclosure of personal data or confidential information~~intense, ~~which could damage our reputation~~ and ~~require us to expend resources to remedy any such breaches. Moreover, the amount and scope of insurance~~ we ~~maintain against losses resulting from any such events or security breaches~~ may not be ~~sufficient~~able to ~~cover~~attract, ~~our~~assimilate, ~~losses~~train or ~~otherwise~~retain additional ~~adequately~~highly ~~compensate us~~qualified ~~for~~personnel ~~any~~in ~~disruptions~~the tofuture. ~~our~~The ~~businesses~~failure ~~that~~to ~~may~~attract, ~~result~~integrate, ~~and~~train, ~~the~~motivate ~~occurrence~~and ofretain ~~any~~these ~~such~~additional ~~events or security breaches~~ employees could ~~have~~seriously aharm ~~material adverse effect on~~ our business and ~~results of operations~~prospects. ~~The risk of these systems-related events and security breaches occurring has intensified, in part because we maintain certain information necessary to conduct our businesses~~

34We depend upon our executive officers and we may not be able to retain them and their knowledge of our business and technical expertise would be difficult to replace.

Our infuture ~~digital~~success ~~form~~will ~~stored on cloud servers.~~depend ~~While~~in wesignificant ~~develop~~part ~~and~~upon ~~maintain systems seeking to prevent systems-related events and security breaches from occurring,~~ the ~~development and~~continued ~~maintenance~~service of ~~these~~our ~~systems~~Chief isExecutive ~~costly~~Officer and ~~requires~~other ~~ongoing~~executive ~~monitoring~~officers. ~~and~~We ~~updating~~cannot asassure ~~technologies~~you ~~change and efforts to overcome~~that ~~security~~we ~~measures~~will ~~become~~be ~~more~~able ~~sophisticated.~~to ~~Despite~~continue ~~these~~to ~~efforts,~~attract ~~there~~or ~~can~~retain besuch nopersons. ~~assurance~~We ~~that~~do ~~disruptions and security breaches will~~ not ~~occur~~have inan ~~the~~insurance ~~future.~~policy Toon the ~~extent~~life weof ~~are able to grow~~ our ~~sales~~Chief ~~through~~Executive ~~our~~Officer, and ~~Pro~~we ~~Direct~~do ~~platform~~not ~~and~~have ~~become~~“key ~~dependent~~person” onlife ~~such~~insurance ~~sales, we~~policies ~~could~~for ~~experience~~any ~~loss~~ of ~~revenue~~our inother ~~the~~officers ~~event that a security breach~~ or aadvisors. ~~technological~~The ~~malfunction~~loss ~~disrupts~~of the ~~ability of customers~~technical toknowledge ~~access~~ and ~~use~~management ~~the~~and ~~platform.~~industry ~~Moreover,~~expertise weof ~~may~~any ~~provide~~of ~~certain~~our ~~confidential,~~key ~~proprietary~~personnel ~~and~~could ~~personal~~result ~~information~~in todelays ~~third parties~~ in ~~connection~~ ~~with~~product ~~our businesses~~development, ~~and~~loss ~~while~~of wecustomers and ~~obtain~~sales ~~assurances~~and ~~that~~diversion ~~these~~of ~~third~~management ~~parties will protect this information~~resources, ~~there~~which iscould aadversely ~~risk that~~affect ~~this~~our ~~information~~operating ~~may be compromised~~results.

~~Maintaining~~Certain ~~the secrecy~~ of ~~confidential, proprietary, or trade secret information is important to~~ our ~~competitive~~shareholders ~~business position. While we~~ have ~~taken~~sufficient voting ~~steps~~power to ~~protect~~make ~~such~~corporate ~~information~~governance ~~and invested~~decisions ~~in information technology, there can be no assurance~~ that ~~our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of confidential information that~~ could ~~adversely~~have ~~affect~~a ~~our business~~significant ~~operations~~influence oron ~~result~~us inand the ~~loss, dissemination, or misuse of critical or sensitive information. A cyber-attack or~~ other ~~significant disruption involving our information technology systems, or those of our vendors, suppliers and other partners,~~stockholders.

~~could~~Our ~~also~~Chief ~~result~~Executive inOfficer ~~disruptions~~owns ~~in critical systems, corruption or loss of data and theft of data, funds or intellectual property~~4.5% ~~A breach~~ of our ~~security~~outstanding ~~measures~~common ~~or the accidental loss~~stock, ~~inadvertent~~ ~~disclosure,~~as ~~unapproved dissemination, misappropriation or misuse~~ of February ~~trade secrets~~27, ~~proprietary~~2026. ~~information,~~As ~~or other confidential information, whether as~~ a result ~~of theft~~, ~~hacking,~~our ~~fraud,~~Chief ~~trickery~~Executive orOfficer ~~other~~does ~~forms~~and ofwill ~~deception,~~have orsignificant ~~for~~influence ~~any~~over ~~other~~our ~~reason,~~management ~~could~~and ~~enable~~affairs and ~~others~~over tomatters ~~produce~~requiring ~~competing~~stockholder ~~products~~approval, ~~use~~including ~~our~~the ~~proprietary~~election ~~technology~~of ordirectors ~~information,~~and orapproval ~~adversely~~of ~~affect~~significant ~~our~~corporate ~~business or financial condition~~transactions. In Weaddition, ~~may~~this beconcentration ~~unable~~of toownership ~~prevent~~may ~~outages~~delay or ~~security~~prevent ~~breaches~~a change in our ~~systems.~~control Weand ~~remain~~might ~~potentially~~affect ~~vulnerable~~the tomarket ~~additional~~price ~~known~~of orour ~~yet unknown~~common ~~threats as~~stock, ineven ~~some~~when ~~instances,~~a ~~we,~~change ~~our~~in ~~suppliers~~control ~~and~~may ~~our~~be ~~other~~in ~~partners~~the ~~may~~best beinterest ~~unaware~~ of anall ~~incident~~stockholders. orFurthermore, ~~its~~the ~~magnitude~~interests ~~and~~of ~~effects.~~this Weconcentration ~~also~~of ~~face~~ownership ~~the~~may ~~risk~~not ~~that~~always wecoincide ~~expose~~with our ~~vendors~~interests or ~~partners~~the tointerests ~~cybersecurity~~of ~~attacks~~other stockholders. ~~Any~~Accordingly, orour ~~all~~Chief ofExecutive ~~the~~Officer could ~~foregoing~~cause ~~could~~us ~~adversely~~to ~~affect our~~enter ~~results~~into oftransactions ~~operations~~or ~~and~~agreements ~~our~~that ~~business~~we ~~reputation~~would not otherwise consider.

~~Likewise,~~We ~~data~~may ~~privacy~~attempt ~~breaches by employees or others with permitted access~~ to grow our ~~systems~~business ~~may~~through ~~pose~~acquisitions ~~a risk that sensitive data may be exposed to unauthorized persons~~ or tostrategic ~~the~~alliances ~~public. While we have invested in the protection of data~~ and ~~information~~new ~~technology~~partnerships, ~~there~~which ~~can~~we bemay nonot ~~assurance~~be ~~that~~successful ~~our efforts will prevent breakdowns or breaches~~ in ~~our~~completing ~~systems that could adversely affect our business. The occurrence of any such network~~ or ~~information systems-related events or security breaches could have a material adverse effect on our business, financial condition and results of operations~~integrating.

35We may in the future enter into acquisitions and strategic alliances that will enable us to acquire complementary skills and capabilities, offer new products, expand our consumer base, enter new product categories or geographic markets, and obtain other competitive advantages. We cannot assure you, however, that we will identify acquisition candidates or strategic partners that are suitable to our business, obtain financing on satisfactory terms, complete acquisitions or strategic alliances, or successfully integrate acquired operations into our existing operations. Once integrated, acquired operations may not achieve anticipated levels of sales or profitability, or otherwise perform as expected. Acquisitions also involve special risks, including risks associated with unanticipated challenges, liabilities and contingencies, and diversion of management attention and resources from our existing operations. Similarly, our partnership with leading franchises from other industries to market our products or with third-party technology providers to introduce new technology to the market may not achieve anticipated levels of consumer enthusiasm and acceptance, or achieve anticipated levels of sales or profitability, or otherwise perform as expected.

~~Our~~If we are unable to comply with regulatory requirements governing government contracts and public procurement, our business may be exposed to material liability and/or ~~operations~~fines, ~~would~~which ~~suffer~~could inhave ~~the~~a ~~event~~material ofadverse ~~computer~~effect ~~system~~on ~~failures~~our business, financial condition and results of operations.

~~Despite~~As ~~the~~we ~~implementation~~seek ofto ~~security~~expand ~~measures,~~ our ~~internal~~ ~~computer~~business ~~systems~~with federal, state, and ~~those~~municipal ofagencies, ~~third~~we ~~parties~~may onbecome ~~which~~subject weto ~~rely,~~laws ~~are~~and ~~vulnerable~~rules togoverning ~~damage~~government ~~from~~contracts ~~computer~~and ~~viruses,~~public ~~malware~~procurement, ~~natural disasters,~~which ~~terrorism,~~differ ~~war,~~from private ~~telecommunication~~contracting and ~~electrical~~may ~~failures,~~impose ~~cyber-attacks~~additional orrisks ~~cyber-intrusions~~and ~~over the internet~~liabilities, ~~attachments to~~including ~~emails~~local presence, ~~persons~~local ~~inside~~manufacturing ~~our~~or ~~organization~~sourcing, and technology or ~~persons~~IP ~~with~~transfer ~~access~~requirements. toAgreements ~~systems~~relating ~~inside~~to ~~our~~the ~~organization.~~sale ~~The risk~~ of aproducts ~~security~~to ~~breach~~government ~~or disruption,~~entities ~~particularly~~may ~~through~~be ~~cyber-attacks~~subject orto ~~cyber-intrusions~~termination, ~~including~~reduction or ~~by computer hackers~~modification, ~~foreign~~either ~~governments,~~at ~~and~~the ~~cyber-terrorists, has~~convenience ~~generally~~of ~~increased as~~ the ~~number,~~government ~~intensity~~or ~~and~~for ~~sophistication~~our offailure ~~attempted~~to ~~attacks~~perform, ~~and~~or ~~intrusions~~other ~~from~~unsatisfactory ~~around~~performance under the ~~world~~applicable ~~have increased~~contract. If ~~such~~We anare ~~event~~subject ~~were~~ to ~~occur~~government ~~and~~investigations ~~cause~~of ~~interruptions in~~ our ~~operations,~~business itpractices ~~could~~and ~~result~~compliance inwith agovernment ~~material~~acquisition regulations. ~~disruption~~If ofwe ~~our~~were ~~current~~to orbe ~~future product~~charged ~~development~~with ~~programs.~~wrongdoing ~~For~~as ~~example,~~a ~~the~~result ~~loss~~ of any ~~customer~~such ~~data~~investigation, we could ~~impact~~be ~~our~~suspended ~~ability~~from tobidding ~~retain~~on ~~customers~~ or ~~attract new customers.~~ Toreceiving ~~the~~awards ~~extent~~of ~~that~~new ~~any~~government ~~disruption~~contracts, orand ~~security~~we ~~breach~~could ~~was~~be subject to ~~result~~fines ~~in a loss of~~ or ~~damage~~penalties toassociated ~~our~~with ~~data~~contract ornon-compliance ~~applications,~~ or ~~inappropriate~~ ~~disclosure~~resulting offrom ~~confidential~~such ~~or proprietary information~~investigations, wewhich could ~~incur~~have a material ~~legal~~adverse ~~claims~~effect ~~and~~on ~~liability, damage to~~ our ~~reputation~~business, ~~and the~~financial ~~further~~condition ~~development~~and results of ~~our product candidates could be delayed~~operations.

~~We are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.~~28

~~Significant~~We ~~disruptions~~rely ~~to our~~on ~~information technology systems or breaches of information security could adversely affect our business. In the ordinary course of~~network ~~business, we collect, store~~ and ~~transmit confidential~~ information, ~~and it is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidential information. The size and complexity of our information technology~~ systems, and ~~those of~~other ~~our~~technologies ~~third-party~~for ~~vendors with whom we contract, make such systems potentially vulnerable to service interruptions and security breaches from inadvertent or intentional actions by~~ our employees, partners or vendors, from attacks by malicious third parties, or from intentional or accidental physical damage to our systems infrastructure maintained by us or by third parties. Maintaining the secrecy of this confidential, proprietary, or trade secret information is important to our competitive business ~~position.~~activities ~~While we have taken steps to protect such information~~ and ~~invested~~certain ~~in information technology~~events, ~~there~~such can be no assurance that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of confidential information that could adversely affect our business operations or result in the loss, dissemination, or misuse of critical or sensitive information. A breach of our security measures or the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation or misuse of trade secrets, proprietary information, or other confidential information, whether as acomputer ~~result of theft~~hackings, ~~hacking,~~viruses ~~fraud, trickery~~ or other destructive ~~forms of deception,~~ or ~~for~~ ~~any~~disruptive ~~other~~software ~~reason, could enable others to produce competing products, use our proprietary technology~~ or ~~information,~~activities ormay ~~adversely~~disrupt ~~affect~~ our ~~business or financial condition. Further~~operations, ~~any~~which ~~such interruption, security breach, loss or disclosure of confidential information,~~ could ~~result in financial, legal, business, and reputational harm to us and could~~ have a material adverse effect on our business, ~~financial~~ ~~position,~~financial condition and results of operations ~~or cash flow~~.

36Network and information systems and other technologies are important to our business activities and operations. Our technology-enabled marine retail and valuation platform Wizz Banger is dependent upon our networks and information systems. Network and information systems-related events, such as computer hackings, cyber threats, security breaches, viruses, or other destructive or disruptive software, process breakdowns or malicious or other activities could result in a disruption of our services and operations or improper disclosure of personal data or confidential information, which could damage our reputation and require us to expend resources to remedy any such breaches. We have in the past been targeted by such attacks and likely will continue to be targeted in the future. Moreover the amount and scope of insurance we maintain against losses resulting from any such events or security breaches may not be sufficient to cover our losses or otherwise adequately compensate us for any disruptions to our businesses that may result, and the occurrence of any such events or security breaches could have a material adverse effect on our business and results of operations. The risk of these systems-related events and security breaches occurring has intensified, in part because we maintain certain information necessary to conduct our businesses in digital form stored on cloud servers. While we develop and maintain systems seeking to prevent systems-related events and security breaches from occurring, the development and maintenance of these systems is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. Despite these efforts, there can be no assurance that disruptions and security breaches will not occur in the future. To the extent we are able to grow our sales through our Wizz Banger platform and become dependent on such sales, we could experience loss of revenue in the event that a security breach or a technological malfunction disrupts the ability of customers to access and use the platform. Moreover, we may provide certain confidential, proprietary and personal information to third parties in connection with our businesses, and while we obtain assurances that these third parties will protect this information, there is a risk that this information may be compromised.

~~Uninsured~~Maintaining ~~losses~~the secrecy of confidential, proprietary, or trade secret information is important to our competitive business position. While we have taken steps to protect such information and invested in information technology, there can be no assurance that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of confidential information that could adversely affect our business operations or result in ~~payment~~the loss, dissemination, or misuse of ~~substantial~~critical ~~damages~~or sensitive information. A cyber-attack or other significant disruption involving our information technology systems, ~~which~~or ~~would~~those ~~decrease~~of our ~~cash~~vendors, ~~reserves~~suppliers and other partners, could ~~harm~~also ~~our~~result ~~cash~~in ~~flow~~disruptions in critical systems, corruption or loss of data and theft of data, funds or intellectual property. A breach of our security measures or the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation or misuse of trade secrets, proprietary information, or other confidential information, whether as a result of theft, hacking, fraud, trickery or other forms of deception, or for any other reason, could enable others to produce competing products, use our proprietary technology or information, or adversely affect our business or financial condition. We may be unable to prevent outages or security breaches in our systems. We remain potentially vulnerable to additional known or yet unknown threats as, in some instances, we, our suppliers and our other partners may be unaware of an incident or its magnitude and effects. We also face the risk that we expose our vendors or partners to cybersecurity attacks. Any or all of the foregoing could adversely affect our results of operations and our business reputation.

~~In the ordinary course of business~~Likewise, wedata ~~may~~privacy ~~be subject~~breaches toby ~~losses~~employees ~~resulting~~or ~~from~~others ~~product~~with ~~liability,~~permitted ~~accidents,~~access ~~acts~~to ofour ~~God~~systems ~~and~~may ~~other~~pose ~~claims~~a ~~against~~risk ~~us,~~that ~~for~~sensitive ~~which~~data we may ~~have~~be noexposed ~~insurance~~to ~~coverage. While~~unauthorized ~~we currently carry commercial general liability, commercial boat liability, excess liability, product liability, cybersecurity,~~persons ~~crime,~~or ~~special~~to ~~crime,~~the ~~drone,~~public. ~~cargo~~While stock throughput, builder’s risk, owner controlled insurance program, property, owners protective, workers’ compensation, employment practices, employed lawyers, production, fiduciary liability and directors’ and officers’ insurance policies, we ~~may~~have ~~not~~invested ~~maintain as much insurance coverage as other original equipment manufacturers do, and~~ in ~~some cases, we may not maintain any at all. Additionally,~~ the ~~policies~~protection ~~that~~of wedata ~~have~~and ~~may~~information ~~include significant deductibles~~technology, ~~and~~there wecan ~~cannot~~ be ~~certain~~no assurance that our ~~insurance coverage~~ efforts will beprevent ~~sufficient~~breakdowns ~~to cover all~~ or ~~any~~breaches ~~future~~in ~~claims~~our ~~against~~systems ~~us. A loss~~ that ~~is uninsured or exceeds policy limits may require us to pay substantial amounts, which~~ could adversely affect our ~~financial~~business. ~~condition~~The ~~and~~occurrence ~~results~~ of ~~operations.~~any ~~Further,~~such ~~insurance coverage~~network ~~may~~or ~~not~~information systems-related ~~continue~~events ~~to be available to us~~ or, ifsecurity ~~available,~~breaches ~~may~~could behave at a ~~significantly~~material ~~higher~~adverse ~~cost,~~effect ~~especially~~on ifour ~~insurance~~business, ~~providers perceive~~financial ~~any~~condition ~~increase~~and inresults ~~our~~of ~~risk profile in the future~~operations.

We are currently, and may in the future be, subject to substantial litigation, regulatory actions, government investigations, proceedings and similar actions that could cause us to incur significant legal expenses and which could have a material adverse effect on our business, operating results or financial condition.29

WeOur are currently, and may in the future be, subject to substantial litigation, regulatory actions, government investigations, proceedings and similar actions including matters related to commercial disputes, intellectual property, employment, securities laws, disclosures, whistleblower, environmental, tax, accounting, class action, and product liability, as well as trade, regulatory and other claims related to our business and ~~our industry. Such matters can~~operations bewould ~~time-consuming,~~suffer ~~divert~~in ~~management’s attention and resources, cause us to incur significant expenses or liability or require us to change our business practices. Because of~~ the ~~potential~~event ~~risks, expenses and uncertainties~~ of ~~litigation,~~computer wesystem ~~may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses~~failures. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business, operating results or financial condition.

OnDespite ~~March~~the ~~10,~~implementation ~~2025~~of security measures, ~~shareholders~~our internal ~~Nabeel~~computer ~~Youseph~~systems, and ~~Marisa~~ ~~Hardyal-Youseph~~those ~~(“Plaintiffs”),~~of ~~who~~third parties on which we rely, are ~~former~~vulnerable ~~holders~~to ofdamage ~~common~~from ~~stock~~computer ofviruses, ~~Forza~~malware, X1natural disasters, ~~Inc.~~terrorism, ~~(“Forza”)~~war, ~~commenced an~~telecommunication ~~action~~and inelectrical ~~the~~failures, ~~Chancery~~cyber-attacks ~~Court~~or ofcyber-intrusions over the ~~State~~internet, ofattachments to ~~Delaware~~emails, ~~captioned~~persons ~~Youseph~~inside our organization, etor ~~al.~~persons v.with ~~Visconti,~~access etto ~~al.,~~systems ~~Case~~inside Noour organization. ~~2025-0262,~~The byrisk ~~filing~~ of a ~~putative~~security ~~class~~breach ~~action~~or disruption, ~~complaint~~particularly ~~(the~~through ~~“Complaint”)~~cyber-attacks ~~against~~or ~~Defendants~~cyber-intrusions, ~~Joseph~~including ~~Visconti,~~by ~~Kevin~~computer ~~Schuyler~~hackers, ~~Neil~~foreign ~~Ross~~governments, ~~Twin~~and ~~Vee~~cyber-terrorists, ~~Powercats~~has ~~Co.~~generally ~~and~~increased ~~Twin~~as ~~Vee~~the ~~Powercats~~number, ~~Inc.~~intensity ~~(collectively,~~and ~~“Defendants”),~~sophistication ~~related~~of toattempted ~~Forza’s~~attacks ~~merger~~and ~~with~~intrusions usfrom ~~seeking~~around anthe world have increased. ~~unspecified~~If ~~award~~such ofan ~~damages,~~event ~~plus~~were ~~interest,~~to ~~costs,~~occur and ~~attorneys’~~cause ~~fees.~~interruptions ~~Plaintiffs’~~in ~~Complaint~~our ~~asserts~~operations, ~~claims~~it ~~(1)~~could ~~against Defendants~~result ~~for~~in ~~breach~~a ofmaterial ~~fiduciary~~disruption ~~duty~~of inour ~~their~~current ~~capacities~~or asfuture product ~~controlling~~development ~~shareholders~~programs. ofFor ~~Forza~~example, ~~(2)~~the ~~against~~loss ~~Messrs.~~of ~~Visconti,~~any ~~Schuyler, and~~customer ~~Ross~~data ~~for~~could ~~breach~~impact ofour ~~fiduciary~~ability ~~duty~~to inretain ~~their~~customers ~~capacities~~or asattract ~~directors~~new ofcustomers. To ~~Forza,~~the ~~and~~extent ~~(3)~~that ~~against~~any ~~Mr.~~disruption ~~Visconti~~or ~~for~~security breach ofwas ~~fiduciary duty~~to result in ~~his~~a ~~capacity~~loss asof anor ~~officer~~damage ofto ~~Forza.~~our ~~Defendants~~data ~~intend~~or toapplications, ~~vigorously~~or ~~defending~~inappropriate disclosure ~~against~~of ~~the~~confidential ~~claims.~~or Atproprietary ~~this time~~information, ~~the~~we ~~Company~~could ~~is unable~~incur material legal claims and liability, damage to ~~estimate~~our reputation, and the ~~ultimate~~further ~~outcome~~development of ~~this~~our ~~matter~~product candidates could be delayed.

37We are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.

~~These~~Significant ~~securities~~disruptions ~~class~~to our ~~actions,~~information ~~shareholder~~technology ~~derivative actions~~systems ~~and~~or ~~other~~breaches ~~current~~of orinformation ~~future~~security ~~litigation~~could ~~matters~~adversely ~~may~~affect beour ~~time-consuming,~~business. ~~divert~~In ~~management’s~~the ~~attention~~ordinary ~~and~~course ~~resources~~of business, ~~cause the~~we ~~Company~~collect, tostore ~~incur~~and ~~significant~~transmit ~~defense~~confidential information, and ~~settlement~~it ~~costs~~is orcritical ~~liability.~~that Wewe ~~intend~~do toso ~~vigorously~~in ~~defend~~a ~~against~~secure ~~all~~manner ~~such~~to ~~claims.~~maintain ~~Because~~the confidentiality and integrity of ~~the~~such ~~potential~~confidential ~~risks,~~information. ~~expenses~~The size and ~~uncertainties~~complexity of ~~litigation,~~our asinformation ~~well~~technology assystems, ~~claims~~and ~~for~~those of ~~indemnity~~our ~~from~~third-party ~~various~~vendors ofwith ~~the~~whom ~~parties~~we ~~concerned~~contract, we ~~may~~make ~~from~~such ~~time~~systems topotentially ~~time,~~vulnerable ~~settle~~to ~~disputes,~~service ~~even~~interruptions ~~where~~and wesecurity ~~believe~~breaches from ~~that~~inadvertent weor ~~have~~intentional ~~meritorious~~actions ~~claims~~by orour ~~defenses.~~employees, ~~While~~partners aor ~~certain~~vendors, ~~amount~~from ~~of insurance~~attacks ~~coverage~~by ismalicious ~~available~~third ~~for~~parties, ~~expenses~~or from intentional or ~~losses~~accidental ~~associated~~physical ~~with~~damage ~~current~~to orour ~~future~~systems ~~lawsuits,~~infrastructure ~~this~~maintained ~~coverage~~by ~~may~~us ~~not~~or beby ~~sufficient~~third parties. ~~Determining~~ ~~reserves~~Maintaining ~~for~~the ~~any~~secrecy ~~litigation~~of isthis ~~a complex~~confidential, proprietary, ~~fact-intensive~~or ~~process~~trade ~~that~~secret information is ~~subject~~important to ~~judgment~~our ~~calls~~competitive business position. ItWhile iswe ~~possible~~have ~~that~~taken asteps to protect such ~~resolution~~information ofand ~~one~~invested orin ~~more~~information ~~such~~technology, ~~proceedings~~there ~~could~~can ~~require~~be usno toassurance ~~make~~that ~~substantial~~our ~~payments~~efforts towill ~~satisfy~~prevent ~~judgments,~~service ~~fines~~interruptions or ~~penalties~~security breaches in our systems or ~~to settle~~the ~~claims~~unauthorized or ~~proceedings,~~inadvertent ~~any~~wrongful use or disclosure of ~~which~~confidential information that could ~~harm~~adversely affect our business. ~~Based~~operations onor ~~information~~result ~~currently~~in ~~available~~the loss, wedissemination, ~~are~~or ~~unable~~misuse toof ~~estimate~~critical or sensitive information. A breach of our security ~~reasonably~~measures aor ~~possible~~the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation or ~~range~~misuse of ~~possible~~trade ~~losses~~secrets, ~~if any~~proprietary information, ~~with~~or ~~regard~~other toconfidential ~~the~~information, ~~current~~whether ~~securities~~as ~~class~~a ~~action;~~result ~~therefore~~of theft, nohacking, ~~litigation reserve~~fraud, ~~has~~trickery ~~been~~or ~~recorded~~other informs ~~our~~of ~~consolidated~~deception, ~~balance~~or for ~~sheet.~~any ~~Although~~other wereason, ~~plan~~could enable others to ~~defend~~produce ~~against~~competing ~~the~~products, ~~securities~~use ~~class~~our ~~actions~~proprietary technology or information, ~~shareholder~~or adversely affect ~~derivative~~our ~~actions~~business ~~and~~or ~~other~~financial ~~lawsuits~~condition. ~~vigorously~~Further, weany ~~cannot~~such ~~assure~~interruption, ~~that~~security ~~the~~breach, ~~results~~loss or disclosure of ~~these~~confidential ~~actions~~information, could ~~either~~result ~~individually or~~ in ~~the~~financial, ~~aggregate~~legal, ~~will~~ ~~not~~business, and reputational harm to us and could have a material adverse effect on our business, ~~operating~~financial position, results of operations or ~~financial~~cash ~~condition~~flow.

~~Intellectual~~Uninsured ~~Property~~losses ~~Risks~~could result in payment of substantial damages, which would decrease our cash reserves and could harm our cash flow and financial condition.

WeIn ~~may~~the ~~not~~ordinary course of business, we may be ~~able~~ subject to ~~prevent~~losses ~~others~~resulting from ~~unauthorized~~product ~~use~~liability, accidents, acts of ~~our~~God ~~intellectual~~and other claims against us, for which we may have no insurance coverage. While we currently carry commercial general liability, commercial boat liability, excess liability, product liability, cybersecurity, crime, special crime, drone, cargo stock throughput, builder’s risk, owner controlled insurance program, property, owners protective, workers’ compensation, employment practices, employed lawyers, production, fiduciary liability and directors’ and officers’ insurance policies, we may not maintain as much insurance coverage as other original equipment manufacturers do, and in some cases, we may not maintain any at all. Additionally, the policies that we have may include significant deductibles, and we cannot be certain that our insurance coverage will be sufficient to cover all or any future claims against us. A loss that is uninsured or exceeds policy limits may require us to pay substantial amounts, which could ~~harm~~adversely affect our ~~business~~financial condition and ~~competitive~~results ~~position~~of operations. Further, insurance coverage may not continue to be available to us or, if available, may be at a significantly higher cost, especially if insurance providers perceive any increase in our risk profile in the future.

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position. We do not have any patent protection for our gas-powered motor products. Our gas powered boats. The only patent protection we have is for our electric products which we are no longer developing. We rely on a combination of trade secret (including those in our know-how), and other intellectual property laws, as well as employee and third-party nondisclosure agreements, intellectual property licenses, and other contractual rights to establish and protect rights in our technology and intellectual property. Our trademark applications may not be granted, any trademark registrations that may be issued to us may not sufficiently protect our intellectual property and any of our issued patents, trademark registrations or other intellectual property rights may be challenged by third parties. Any of these scenarios may result in limitations in the scope of our intellectual property or restrictions on our use of our intellectual property or may adversely affect the conduct of our business. Despite our efforts to protect our intellectual property rights, third parties may attempt to copy or otherwise obtain and use our intellectual property or seek court declarations that they do not infringe upon our intellectual property rights. Monitoring unauthorized use of our intellectual property is difficult and costly, and the steps we have taken or will take to prevent misappropriation may not be successful. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources.30

38Our investments in artificial intelligence may not be successful, which could adversely affect our business, reputation, or financial results.

We ~~may~~currently incorporate artificial intelligence (“AI”) into certain existing and planned products, as well as our internal operations. There are significant risks involved in developing and deploying AI, and there can be no assurance that the usage of AI will enhance our products or services or be beneficial to our business, ~~future~~including ~~become~~our efficiency or profitability. For example, ~~subject~~we utilize AI-based visual assessments in our Wizz Banger platform as one component in our independent valuation tool that aggregates and analyzes multiple categories of data. We believe that the AI component utilizes image-recognition models to ~~claims~~evaluate visual condition factors with greater consistency than traditional manual inspections. However, AI technologies are complex, resource-intensive, and rapidly evolving. Market demand and acceptance of AI-driven offerings, such as our Wizz Banger platform, remain uncertain, and our efforts may not achieve widespread adoption or may be outpaced by competitors. The use of AI also raises ethical, reputational, and legal concerns. AI systems can generate or amplify content that weis inaccurate, misleading, biased, discriminatory, harmful, or otherwise controversial, or be misused by third parties. If our ~~employees~~AI-integrated ~~have~~offerings ~~wrongfully~~produce, ~~used~~or are perceived to produce, such outputs, or ~~disclosed~~if ~~alleged~~we ~~trade~~fail ~~secrets~~to implement adequate human oversight, testing, and safeguards, our brand and competitive standing could be harmed and we could face complaints, investigations, or litigation. Potential litigation or government regulation related to AI may increase the burden and cost of research and development. Failure to address perceived or actual technical, legal, compliance, privacy, security, or ethical issues could undermine confidence in our ~~employees’~~brand and our products, slowing adoption of our AI-driven products ~~former~~and ~~employers~~services, such as our Wizz Banger platform, and further subjecting us to reputational harm, competitive harm, or legal liability.

~~Many~~Additionally, ofAI ~~our~~is ~~employees~~the ~~were previously~~subject ~~employed~~of evolving review by ~~other~~various ~~companies~~governmental ~~with~~and ~~similar~~regulatory oragencies ~~related~~which ~~technology~~are applying, ~~products~~ or ~~services.~~considering Weapplying, ~~are~~their intellectual property, cybersecurity, data protection and ~~may~~other inlaws ~~the~~to ~~future~~AI. ~~become~~As such, ~~subject~~ it is not possible to ~~claims~~predict ~~that~~all ~~we,~~of ~~they~~the orrisks ~~these~~related ~~employees~~to ~~have~~the ~~inadvertently~~use orof ~~otherwise~~AI, ~~used~~and orchanges ~~disclosed~~in laws, ~~trade~~rules, ~~secrets~~directives, orand ~~other~~regulations ~~proprietary information~~governing ofthe ~~former~~use ~~employers.~~of ~~Litigation~~AI may beadversely ~~necessary~~affect our ability to ~~defend~~develop ~~against~~and ~~these~~use ~~claims~~AI or subject us to legal liability. If we fail to ~~defend~~implement ~~such~~robust ~~claims~~AI governance, weadequately orrespond ~~they may be forced~~ to ~~pay~~rapidly ~~monetary~~changing ~~damages~~legal orframeworks beand ~~enjoined~~customer trends, ~~from~~maintain ~~using~~sufficient ~~certain technology~~oversight, ~~products,~~and ~~services~~continuously orevaluate ~~knowledge.~~and ~~Even~~improve ifour wesystems, orthe ~~they are~~risks ~~successful~~described inabove ~~defending~~could ~~against~~materially ~~these~~and adversely ~~claims,~~affect ~~litigation~~our ~~could~~business, ~~result~~reputation, infinancial ~~substantial~~condition, ~~costs~~ and ~~demand~~results onof ~~management resources~~operations.

~~Our~~We ~~use~~are ofcurrently, ~~open-source software~~and may in ~~our~~the ~~applications~~future ~~could~~be, subject ~~our~~to ~~proprietary~~substantial litigation, ~~software~~regulatory toactions, ~~general~~government ~~release~~investigations, ~~adversely~~proceedings ~~affect~~and ~~our~~similar ~~ability~~actions that could cause us to ~~sell~~incur ~~our~~significant ~~services~~legal expenses and ~~subject~~which uscould tohave ~~possible~~a ~~litigation~~material adverse effect on our business, ~~claims~~operating results or ~~proceedings~~financial condition.

We ~~plan~~are tocurrently, ~~use~~and ~~open-source software~~may in ~~connection~~the ~~with~~future ~~the~~be, ~~development~~subject to ~~and~~substantial ~~deployment~~litigation, ofregulatory ~~our~~actions, ~~products~~government ~~and~~investigations, ~~services.~~proceedings ~~Companies~~and ~~that~~similar ~~use~~actions ~~open-source~~including ~~software~~matters inrelated ~~connection~~to ~~with~~commercial ~~their~~disputes, ~~products~~intellectual ~~have~~property, ~~from~~employment, ~~time~~securities tolaws, ~~time~~disclosures, ~~faced~~whistleblower, ~~claims~~environmental, ~~challenging~~tax, ~~the~~accounting, ~~use~~class action, ~~of open-source software~~ and~~/or~~ ~~compliance~~product ~~with~~liability, ~~open-source license~~as ~~terms.~~well Asas ~~a result~~trade, weregulatory ~~could~~and beother ~~subject~~claims related to ~~suits~~our bybusiness ~~parties~~and ~~claiming~~our ~~ownership~~industry. ofSuch ~~what~~matters ~~are believed to~~ can be ~~open~~time-~~source~~consuming, ~~software or~~divert ~~claiming~~management’s ~~noncompliance~~attention ~~with~~and ~~open-~~resources, ~~source~~cause ~~licensing~~us ~~terms.~~to ~~Some~~incur ~~open-source~~significant ~~software~~expenses ~~licenses~~or ~~may~~liability ~~require users who distribute proprietary software containing~~ or ~~linked~~require us to ~~open-~~change ~~source~~our ~~software~~business topractices. ~~publicly~~Because ~~disclose all or part~~ of the ~~source~~potential ~~code~~risks, toexpenses ~~such proprietary software~~ and~~/or~~ ~~make~~uncertainties ~~available any derivative works~~ of ~~the~~litigation, ~~open-source~~we ~~code under the same open- source license~~may, ~~which~~from ~~could~~time ~~include~~to ~~proprietary~~time, ~~source~~settle ~~code. In such cases~~disputes, ~~the~~even ~~open-~~where ~~source~~we ~~software~~believe ~~license~~that ~~may~~we ~~also~~have ~~restrict~~meritorious usclaims ~~from~~or ~~charging~~defenses. ~~fees~~Because tolitigation ~~licensees~~is ~~for~~inherently ~~their~~unpredictable, ~~use of our~~we ~~software.~~cannot ~~While~~assure weyou ~~will~~that ~~monitor~~ the ~~use~~results of ~~open-source~~any ~~software~~of ~~and~~these ~~try~~actions towill ~~ensure that open-source software is~~ not ~~used~~have in a ~~manner~~material ~~that would~~adverse ~~subject~~effect on our ~~proprietary source code to these requirements and restrictions~~business, ~~such~~operating ~~use could inadvertently occur, in part because~~results ~~open-source license terms are often ambiguous and have generally not been interpreted by U.S.~~ or ~~foreign~~financial ~~courts~~condition.

~~Further~~On March 10, in2025, ~~addition~~shareholders toNabeel ~~risks~~Youseph and ~~related~~Marisa toHardyal-Youseph ~~license requirements~~(“Plaintiffs”), ~~use~~who are former holders of ~~certain~~common ~~open-source~~stock ~~software~~of ~~carries~~Forza ~~greater~~X1, ~~technical~~Inc. ~~and~~(“Forza”), ~~legal~~commenced an ~~risks~~action ~~than~~in ~~does~~the Court of Chancery in the ~~use~~State of ~~third-party commercial~~Delaware, ~~software~~captioned Youseph, et al. ~~For~~v. ~~example~~Visconti, ~~open-source~~et ~~software~~al., isCase ~~generally~~No. ~~provided as~~2025-~~is without~~0262, ~~any~~by ~~support~~filing a orputative ~~warranties~~class oraction ~~other contractual~~complaint ~~protections~~(the ~~regarding~~“Complaint”) ~~infringement~~against orDefendants ~~the~~Joseph ~~quality~~Visconti, ofKevin ~~the~~Schuyler, ~~code~~Neil Ross, ~~including~~Twin ~~the~~Vee PowerCats ~~existence~~Co. ofand ~~security~~Twin ~~vulnerabilities~~Vee PowerCats, Inc. To(collectively, ~~the extent~~“Defendants”), ~~that~~related ~~our~~to ~~platform~~Forza’s ~~depends~~merger ~~upon~~with ~~the~~Twin ~~successful~~Vee ~~operation~~seeking an unspecified award of ~~open-source~~damages, ~~software~~plus interest, ~~any~~costs, ~~undetected~~and ~~errors~~attorneys’ orfees. ~~defects~~Plaintiffs’ inComplaint ~~open-source~~asserts claims (1) against ~~software~~Defendants ~~that~~for webreach ~~use~~of ~~could~~fiduciary ~~prevent~~duty ~~the~~in ~~deployment~~their orcapacities ~~impair~~as ~~the~~controlling ~~functionality~~shareholders of ~~our~~Forza, ~~systems~~(2) against Messrs. Visconti, Schuyler, and ~~injure~~Ross ~~our~~for ~~reputation.~~breach Inof ~~addition,~~fiduciary ~~the public~~duty ~~availability~~in their capacities as directors of ~~such~~Forza, ~~software~~and ~~may~~(3) ~~make~~against itMr. ~~easier~~Visconti for ~~attackers~~breach toof ~~target~~fiduciary duty ~~and~~in ~~compromise~~his ~~our~~capacity ~~platform~~as ~~through~~an ~~cyber-attacks.~~officer ~~Any~~ of ~~the~~Forza. ~~foregoing~~Defendants ~~risks~~deny ~~could~~the ~~materially~~allegations and ~~adversely~~intend ~~affect~~to ~~our~~vigorously ~~business,~~defend ~~prospects,~~against ~~financial~~the ~~condition~~claims. At this time, ~~results~~as ofthe ~~operations~~matter is in the pleadings stage, ~~and cash~~we ~~flows~~are unable to estimate or project the ultimate outcome of this matter.

3931

AThese securities class actions, shareholder derivative actions and other current or future litigation matters may be time-consuming, divert management’s attention and resources, cause us to incur significant defense and settlement costs or liability. We intend to vigorously defend against all such claims. Because of ~~portion~~the potential risks, expenses and uncertainties of ~~our~~litigation, ~~intellectual~~as ~~property~~well as claims for indemnity from various of the parties concerned, we may from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. While a certain amount of insurance coverage is available for expenses or losses associated with current or future lawsuits, this coverage may not ~~protected~~be ~~through~~sufficient. Determining ~~patents~~reserves for any litigation is a complex, fact-intensive process that is subject to judgment calls. It is possible that a resolution of one or ~~formal~~more ~~copyright~~such ~~registration~~proceedings could require us to make substantial payments to satisfy judgments, fines or penalties or to settle claims or proceedings, any of which could harm our business. AsBased on information currently available, we are unable to estimate reasonably a ~~result~~possible loss or range of possible losses, if any, with regard to the current securities class action; therefore, no litigation reserve has been recorded in our consolidated balance sheet. Although we doplan ~~not~~to ~~have~~defend against the securities class actions, shareholder ~~full~~derivative ~~benefit~~actions and other lawsuits vigorously, we cannot assure that the results of ~~patent~~these actions, either individually or ~~copyright~~in ~~laws~~the toaggregate, will ~~prevent~~not ~~others~~have ~~from~~a ~~replicating~~material adverse effect on our ~~products~~business, ~~product~~operating ~~candidates~~results ~~and~~or ~~brands~~financial condition.

WeIntellectual ~~have~~Property not protected our intellectual property rights with respect to our boats through patents or formal copyright registration, and we do not currently have any patent applications pending. There can be no assurance that any patent will issue or if issued that the patent will protect our intellectual property. As a result, we may not be able to protect our intellectual property and trade secrets or prevent others from independently developing substantially equivalent proprietary information and techniques or from otherwise gaining access to our intellectual property or trade secrets. In such an instance, our competitors could produce products that are nearly identical to ours resulting in us selling less products or generating less revenue from our sales.Risks

~~Confidentiality agreements~~We ~~with~~may ~~employees~~not ~~and~~be ~~others~~able to ~~may~~prevent ~~not~~others ~~adequately~~from ~~prevent~~unauthorized ~~disclosure~~use of ~~trade~~our ~~secrets~~intellectual ~~and~~property, ~~other~~which ~~proprietary~~could ~~information~~harm our business and competitive position.

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position. We do not have any patent protection for our gas-powered motor products. The only patent protection we have is for our electric products which we are no longer developing. We rely on a combination of trade ~~secrets,~~ secret (including those in our know-how), and other intellectual property laws, as well as employee and third-party nondisclosure agreements, intellectual property licenses, and other contractual rights to establish and protect rights in our technology and intellectual property. Our trademark applications may not be granted, ~~which~~any ~~are~~trademark registrations that may be issued to us may not ~~protected~~sufficiently byprotect our intellectual property and any of our issued patents, totrademark ~~protect~~registrations or other intellectual property rights may be challenged by third parties. Any of these scenarios may result in limitations in the scope of our intellectual property ~~behind~~or restrictions on our ~~boats~~use of our intellectual property or may adversely affect the conduct of our business. Despite Weour ~~utilize~~efforts ~~confidentiality~~to protect our intellectual property rights, third parties may attempt to copy or otherwise obtain and use our intellectual ~~agreements~~property ~~with~~or seek court declarations that they do not infringe upon our ~~collaborators~~intellectual property rights. Monitoring unauthorized use of our intellectual property is difficult and costly, ~~employees~~and the steps we have taken or will take to prevent misappropriation may not be successful. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources.

~~consultants, outside collaborators and other advisors to protect its proprietary technology and processes.~~ We ~~intend~~may ~~to use such agreements~~ in the future~~, but these agreements~~ ~~may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition~~become, ~~others~~subject ~~may~~to ~~independently~~claims ~~discover~~that ~~trade secrets and proprietary information, and in such cases,~~ we ~~could~~or ~~not assert any trade-secret rights against such party. Costly and time-consuming litigation could be necessary to enforce and determine the scope of~~ our ~~proprietary~~employees ~~rights,~~have ~~and~~wrongfully ~~failure~~used ~~to obtain~~ or ~~maintain~~disclosed alleged trade ~~secret~~secrets ~~protection~~of ~~could adversely affect~~ our ~~competitive~~employees’ ~~business position~~former employers.

Many of our employees were previously employed by other companies with similar or related technology, products or services. We are, and may ~~need~~in tothe future become, ~~defend~~subject ~~ourselves~~to ~~against~~claims ~~patent~~that we, ~~copyright~~they or ~~trademark~~these ~~infringement~~employees have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of former employers. Litigation may be necessary to defend against these claims. If we fail to defend such claims, ~~which~~we or they may be ~~time-consuming~~forced ~~and~~to ~~would~~pay ~~cause~~monetary usdamages toor ~~incur~~be ~~substantial~~enjoined from using certain technology, products, services or knowledge. Even if we or they are successful in defending against these claims, litigation could result in substantial costs and demand on management resources.

The status of the protection of our intellectual property is unsettled as we do not have any issued patents, registered trademarks or registered copyrights for most of our intellectual property and other than three design, five utility and two full non-provisional patent applications, we have not applied for the same. Companies, organizations or individuals, including our competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop, sell or market our powerboats and electric powertrains or use third-party components, which could make it more difficult for us to operate. From time to time, we may receive communications from third parties that allege our products or components thereof are covered by their patents or trademarks or other intellectual property rights. Companies holding patents or other intellectual property rights may bring suits alleging infringement of such rights or otherwise assert their rights. If we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following:32

40Our use of open-source software in our applications could subject our proprietary software to general release, adversely affect our ability to sell our services and subject us to possible litigation, claims or proceedings.

●We ~~cease~~use ~~making~~open-source software in connection with the development and deployment of our products and services. Companies that use open-source software in connection with their products have, ~~using~~from time to time, ~~selling~~faced claims challenging the use of open-source software and/or ~~offering~~compliance towith ~~sell~~open-source license ~~processes~~terms. As a result, ~~goods~~we orcould ~~services~~be ~~that~~subject ~~incorporate~~to suits by parties claiming ownership of what are believed to be open-source software or ~~use~~claiming ~~the~~noncompliance ~~third~~with open-~~party~~ ~~intellectual~~source ~~property;~~licensing ●terms. ~~pay~~Some ~~substantial~~open-source ~~damages;~~software ●licenses ~~seek~~may arequire ~~license~~users ~~from~~who distribute proprietary software containing or linked to open- source software to publicly disclose all or part of the ~~holder~~source code to such proprietary software and/or make available any derivative works of the ~~infringed~~open-source ~~intellectual~~code ~~property~~under ~~right~~the same open- source license, which could include proprietary source code. In such cases, the open- source software license may ~~not~~also berestrict ~~available~~us onfrom ~~reasonable~~charging ~~terms~~fees orto atlicensees ~~all;~~for ●their ~~redesign~~use of our software. ~~boats~~While orwe ~~other~~will ~~goods~~monitor orthe ~~services~~use toof ~~avoid~~open-source ~~infringing~~software ~~the~~and ~~third~~try to ensure that open-~~party~~source ~~intellectual~~software ~~property;~~is ●not ~~establish~~used ~~and~~in ~~maintain~~a ~~alternative~~manner ~~branding~~that would ~~for~~subject our ~~products~~proprietary source code to these requirements and ~~services;~~restrictions, orsuch ●use ~~find-third~~could ~~providers~~inadvertently ofoccur, ~~any~~in part orbecause open-source ~~service~~license ~~that~~terms isare ~~the~~often ~~subject~~ambiguous ofand ~~the~~have ~~intellectual~~generally ~~property~~not ~~claim~~been interpreted by U.S. or foreign courts.

InFurther, ~~the~~in ~~event~~addition ofto ~~a successful~~risks ~~claim~~related to license requirements, use of ~~infringement~~certain ~~against~~open-source ussoftware carries greater technical and ~~our~~legal ~~failure~~risks orthan ~~inability~~does tothe ~~obtain~~use aof ~~license~~third-party commercial tosoftware. ~~the~~For ~~infringed~~example, ~~technology~~open-source software is generally provided as-is without any support or ~~other~~warranties ~~intellectual~~or ~~property~~other contractual ~~rights~~protections regarding infringement or the quality of the code, including the existence of security vulnerabilities. To the extent that our ~~business,~~platform ~~prospects~~depends upon the successful operation of open-source software, ~~operating~~any ~~results~~undetected ~~and~~errors ~~financial~~or ~~condition~~defects in open-source software that we use could beprevent ~~materially~~the ~~adversely~~deployment ~~affected~~or impair the functionality of our systems and injure our reputation. In addition, ~~any~~the ~~litigation~~public availability orof ~~claims,~~such ~~whether~~software ormay ~~not~~make ~~valid,~~it easier for attackers to target and compromise our platform through cyber-attacks. Any of the foregoing risks could ~~result~~materially inand ~~substantial~~adversely ~~costs~~affect our business, ~~negative~~prospects, ~~publicity~~financial ~~and~~condition, ~~diversion~~results of ~~resources~~operations, and ~~management~~cash ~~attention~~flows.

~~Risks~~A ~~Related~~significant portion of our intellectual property is not protected through patents or formal copyright registration. As a result, we do not have the full benefit of patent or copyright laws to prevent others from replicating our ~~Industry~~products, product candidates and brands.

~~Demand~~We inhave not protected our intellectual property rights with respect to our boats through patents or formal copyright registration, and we do not currently have any patent applications pending. There can be no assurance that any patent will issue or if issued that the patent will protect our intellectual ~~powerboat~~property. ~~industry~~As isa ~~highly~~result, ~~volatile~~we may not be able to protect our intellectual property and trade secrets or prevent others from independently developing substantially equivalent proprietary information and techniques or from otherwise gaining access to our intellectual property or trade secrets. In such an instance, our competitors could produce products that are nearly identical to ours resulting in us selling less products or generating less revenue from our sales.

~~Volatility~~Confidentiality ~~of demand in the~~agreements ~~powerboat~~with ~~industry,~~employees ~~especially for recreational powerboats~~ and ~~electric~~others ~~powerboats,~~ may ~~materially~~not ~~and~~adequately ~~adversely~~prevent ~~affect~~disclosure our business, prospects, operating results and financial condition. The markets in which we will be competing have been subject to considerable volatility in demand in recent periods. Demand for recreational powerboat and electric powerboat sales depends largely on general, economic and social conditions in a given market. Historically, sales of ~~recreational~~trade ~~powerboats~~secrets ~~decrease during economic downturns. We have fewer financial resources than more established powerboat manufacturers to withstand adverse changes in the market~~ and ~~disruptions~~other inproprietary ~~demand~~information.

~~General~~We ~~economic~~rely on trade secrets, ~~conditions~~know-how and technology, ~~particularly~~which inare not protected by patents, to protect the Uintellectual property behind our boats.S We utilize confidentiality agreements with our collaborators, employees, consultants, outside collaborators and other advisors to protect its proprietary technology and processes. We intend to use such agreements in the future, ~~affect~~but ~~our~~these ~~industry~~agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, ~~demand~~others may ~~for~~independently ~~our~~discover ~~products~~trade secrets and ~~our~~proprietary ~~business~~information, and ~~results~~in such cases, we could not assert any trade-secret rights against such party. Costly and time-consuming litigation could be necessary to enforce and determine the scope of ~~operations~~our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

4133

~~Demand~~We ~~for~~may ~~premium~~need ~~boat~~to ~~brands~~defend ~~has~~ourselves ~~been~~against ~~significantly influenced by weak economic conditions~~patent, ~~low~~copyright ~~consumer~~or ~~confidence,~~trademark ~~high~~infringement ~~unemployment~~claims, ~~and~~which ~~increased~~may ~~market~~be ~~volatility worldwide,~~time-consuming ~~especially in the U.S. In times of economic uncertainty~~ and ~~contraction,~~would ~~consumers~~cause ~~tend~~us to ~~have~~incur less discretionary income and tend to defer or avoid expenditures for discretionary items, such as our products. Sales of our products are highly sensitive to personal discretionary spending levels. Our business is cyclical in nature and its success is impacted by economic conditions, the overall level of consumer confidence and discretionary income levels. Any substantial ~~deterioration in general economic conditions that diminishes consumer~~ ~~confidence or discretionary income may reduce our sales and materially adversely affect our business, financial condition and results of operations~~costs. We cannot predict the duration or strength of an economic recovery, either in the U.S. or in the specific markets where we sell our products. Corporate restructurings, layoffs, declines in the value of investments and residential real estate, higher gas prices, higher interest rates, and increases in federal and state taxation may each materially adversely affect our business, financial condition, and results of operations.

~~Consumers~~The ~~often~~status ~~finance~~of ~~purchases~~the protection of our ~~products.~~intellectual ~~Although~~property ~~consumer~~is ~~credit~~unsettled ~~markets~~as we do not have ~~improved~~any issued patents, ~~consumer~~registered ~~credit~~trademarks ~~market~~or ~~conditions~~registered ~~continue~~copyrights tofor ~~influence~~most of ~~demand~~our intellectual property and other than three design, ~~especially~~five utility and two full non-provisional patent applications, we have not applied for ~~boats~~the same. Companies, ~~and~~organizations or individuals, including our competitors, may ~~continue~~hold toor doobtain ~~so.~~patents, ~~There~~trademarks ~~continue~~or other proprietary rights that would prevent, limit or interfere with our ability to bemake, ~~fewer~~use, ~~lenders~~develop, ~~tighter~~sell ~~underwriting~~or market our powerboats and ~~loan~~electric ~~approval~~powertrains or ~~criteria~~use third-party components, ~~and~~which ~~greater~~could make it more difficult for us to operate. From time to time, we may receive communications ~~down~~from ~~payment~~third ~~requirements~~parties ~~than~~that inallege ~~the~~our ~~past~~products or components thereof are covered by their patents or trademarks or other intellectual property rights. IfCompanies ~~credit~~holding ~~conditions~~patents ~~worsen~~or ~~and~~other ~~adversely~~intellectual ~~affect~~property ~~the~~rights ~~ability~~may bring suits alleging infringement of ~~consumers~~such torights ~~finance~~or ~~potential~~otherwise ~~purchases~~assert attheir ~~acceptable~~rights. ~~terms~~If ~~and~~we ~~interest~~are ~~rates,~~determined itto ~~could~~have ~~result~~infringed inupon a ~~decrease~~third inparty’s ~~the~~intellectual ~~sales~~property rights, we may be required to do one or more of ~~our~~the ~~products.~~following:

~~Global~~● ~~economic conditions~~cease ~~could~~making, ~~materially~~using, ~~adversely~~selling ~~impact~~or ~~demand~~offering to sell processes, goods or services that incorporate or use the third-party intellectual property; ● pay substantial damages; ● seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; ● redesign our boats or other goods or services to avoid infringing the third-party intellectual property; ● establish and maintain alternative branding for our products and services; or ● find-third providers of any part or service that is the subject of the intellectual property claim.

~~Our~~In ~~operations and performance depend significantly on economic conditions, including~~ the ~~introduction~~event of ~~new~~a ~~tariffs. Global financial conditions continue to be subject~~successful toclaim ~~volatility~~of ~~arising~~infringement ~~from~~against ~~international~~us ~~geopolitical developments~~ and ~~global~~our ~~economic~~failure ~~phenomenon,~~or asinability ~~well~~to asobtain ~~general financial market turbulence, including~~ a ~~significant~~license ~~market reaction~~ to the ~~novel~~infringed ~~coronavirus~~technology ~~(COVID-19),~~or ~~resulting~~other inintellectual ~~a significant reduction in many~~property ~~major~~rights, ~~market indices. Uncertainty about global economic conditions could result in material adverse effects on~~ our business, ~~results~~prospects, ~~of operations~~operating orresults and financial condition. ~~Access~~could ~~to public financing and credit can~~ be ~~negatively~~materially adversely affected. byIn ~~the~~addition, ~~effect~~any ~~of these events on U.S.~~litigation ~~and~~or ~~global~~claims, ~~credit~~whether ~~markets.~~or ~~The~~not ~~health~~valid, ofcould ~~the~~result ~~global financing and credit markets may affect our ability to obtain equity or debt financing~~ in ~~the~~substantial ~~future and the terms at which financing~~costs, ornegative ~~credit~~publicity isand ~~available~~diversion ~~to us. These instances~~ of ~~volatility~~resources and ~~market~~management ~~turmoil could adversely affect our operations and the trading price of our common shares resulting in:~~attention.

●Risks ~~customers~~Related ~~postponing purchases of our products and services in response~~ to ~~tighter credit, unemployment, negative financial news and/or declines in income or asset values and other macroeconomic factors, which could have a material negative effect on demand for~~ our products and services; and ● third-party suppliers being unable to produce parts and components for our products in the same quantity or on the same timeline or being unable to deliver such parts and components as quickly as before or subject to price fluctuations, which could have a material adverse effect on our production or the cost of such production.Industry

42Demand in the powerboat industry is highly volatile.

~~Risks~~Volatility ~~Related~~of demand in the powerboat industry, especially for recreational powerboats and electric powerboats, may materially and adversely affect our business, prospects, operating results and financial condition. The markets in which we will be competing have been subject to ~~Ownership~~considerable volatility in demand in recent periods. Demand for recreational powerboat and electric powerboat sales depends largely on general, economic and social conditions in a given market. Historically, sales of ~~our~~recreational ~~Common~~powerboats ~~Stock~~decrease during economic downturns. We have fewer financial resources than more established powerboat manufacturers to withstand adverse changes in the market and disruptions in demand.

~~Our~~General ~~failure~~economic toconditions, ~~meet~~particularly in the ~~continued~~U.S., ~~listing~~affect ~~requirements~~our ofindustry, ~~The~~demand ~~Nasdaq~~for ~~Capital~~our ~~Market~~products ~~could~~and ~~result~~our inbusiness, aand ~~de-listing~~results of ~~our common stock~~operations.

~~The~~Demand ~~shares~~for ofpremium ~~our~~boat ~~common~~brands ~~stock~~has ~~are~~been ~~listed~~significantly ~~for~~influenced ~~trading~~by onweak ~~The~~economic ~~Nasdaq Capital Market under the symbol “VEEE.” If we fail to satisfy the continued listing requirements of The Nasdaq Capital Market~~conditions, ~~such~~low asconsumer ~~the corporate governance requirements~~confidence, ~~the~~high ~~stockholder’s equity requirement~~unemployment, or ~~the~~and ~~minimum~~increased ~~closing~~market ~~bid price requirement~~volatility worldwide, ~~The~~especially ~~Nasdaq~~in ~~Capital~~the ~~Market may take steps to de-list our common stock~~U.S. ~~Such~~In atimes ~~de-listing or even notification~~ of ~~failure~~economic touncertainty ~~comply~~and ~~with~~contraction, ~~such~~consumers ~~requirements~~tend ~~would~~to ~~likely~~ have aless ~~negative~~discretionary ~~effect~~income ~~on the price of our common stock~~ and tend ~~would impair your ability~~ to ~~sell~~defer or ~~purchase~~avoid ~~our~~expenditures ~~common~~for ~~stock~~discretionary ~~when~~items, ~~you~~such ~~wish~~as toour ~~do so~~products. InSales ~~the event~~ of ~~a de-listing, we would take actions to restore~~ our ~~compliance~~products ~~with~~are ~~The~~highly ~~Nasdaq~~sensitive ~~Capital Market’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock~~ to ~~become listed again, stabilize the market price, improve the liquidity of our~~personal ~~common~~discretionary ~~stock,~~spending ~~prevent~~levels. ~~our~~Our ~~common~~business ~~stock~~is ~~from~~cyclical ~~dropping~~in ~~below~~nature ~~The~~and ~~Nasdaq~~its ~~Capital~~success ~~Market~~is ~~minimum~~impacted ~~bid~~by ~~price~~economic ~~requirement~~conditions, ~~or prevent future non-compliance with The Nasdaq Capital Market’s listing requirements.~~

On May 10, 2024, we received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that for the preceding 30 consecutive business days (March 28, 2024 through May 9, 2024), our common stock did not maintain a minimum closing bid price of $1.00 (“Minimum Bid Price Requirement”) per share as required by Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we had a compliance period of 180 calendar days, or until November 6, 2024, to regain compliance with Nasdaq Listing Rule 5550(a)(2). Since we did not achieve compliance with the Minimum Bid Price Requirement by November 6, 2024, we were eligible for additional time to comply. Nasdaq granted us until May 6, 2025 in order to cure the deficiency.34

Wethe ~~intend~~overall tolevel of ~~actively~~consumer ~~monitor~~confidence and discretionary income levels. Any substantial deterioration in general economic conditions that diminishes consumer ~~the~~confidence ~~bid~~or ~~price~~discretionary ofincome may reduce our ~~common~~sales ~~stock~~and materially adversely affect our business, financial condition and ~~will~~results of ~~consider~~operations. ~~available~~We ~~options~~cannot topredict ~~regain~~the ~~compliance~~duration ~~with~~or strength of an economic recovery, either in the ~~Nasdaq~~U.S. ~~listing~~or ~~requirements~~in the specific markets where we sell our products. Corporate restructurings, ~~including~~layoffs, declines in the value of investments and residential real estate, higher gas ~~such~~prices, ~~actions~~higher asinterest ~~effecting~~rates, aand ~~reverse~~increases ~~stock~~in ~~split~~federal toand ~~maintain~~state taxation may each materially adversely affect our ~~Nasdaq~~business, ~~listing~~financial condition, and results of operations.

~~The~~Consumers ~~National~~often ~~Securities~~finance ~~Markets~~purchases ~~Improvement~~of ~~Act~~our ofproducts. ~~1996,~~Although ~~which~~consumer iscredit amarkets ~~federal~~have ~~statute~~improved, ~~prevents~~consumer orcredit ~~preempts~~market ~~the~~conditions ~~states~~continue ~~from regulating the sale of certain securities, which are referred~~ to asinfluence ~~“covered securities.” Because our common stock is listed on The Nasdaq Capital Market~~demand, ~~it is a covered~~especially ~~security.~~for ~~Although the states are preempted from regulating the sale of covered securities~~boats, ~~the~~and ~~federal~~may ~~statute~~continue ~~does allow the states~~ to ~~investigate~~do ~~companies~~so. ifThere ~~there~~continue isto abe ~~suspicion~~fewer ~~of fraud~~lenders, ~~and,~~tighter ifunderwriting ~~there~~and isloan aapproval ~~finding of fraudulent activity~~criteria, ~~then~~and ~~the states can regulate~~greater ordown ~~bar~~payment ~~the~~requirements ~~sale~~than ~~of covered securities~~ in athe ~~particular case~~past. ~~Further,~~If ifcredit weconditions ~~were~~worsen toand beadversely ~~delisted~~affect ~~from~~the ~~The~~ability ~~Nasdaq~~of ~~Capital~~consumers ~~Market,~~to ~~our~~finance ~~common~~potential ~~stock~~purchases ~~would~~at ~~cease~~acceptable toterms ~~be recognized as a covered security~~ and weinterest ~~would~~rates, beit ~~subject~~could toresult ~~regulation~~ in ~~each~~a ~~state~~decrease in ~~which~~the wesales ~~offer~~of our ~~securities~~products.

43Global economic conditions could materially adversely impact demand for our products and services.

~~Even~~Our ifoperations weand ~~effect~~performance adepend ~~reverse~~significantly ~~stock~~on ~~split~~economic conditions, ~~there~~including ~~can~~the introduction of new tariffs. Global financial conditions continue to be nosubject to ~~assurance~~volatility ~~that~~arising ~~our~~from ~~increased~~international ~~stock~~geopolitical ~~price~~developments ~~will~~and ~~remain~~global ateconomic aphenomenon, ~~price~~as ~~that~~well ~~will~~as begeneral ~~sufficient~~financial market turbulence, resulting in ~~order~~a significant reduction in many major market indices. Uncertainty about global economic conditions could result in material adverse effects on our business, results of operations or financial condition. Access to ~~meet~~public ~~any~~financing ~~continued~~and ~~requirements~~credit can be negatively affected by the effect of these events on U.S. and ~~policies~~global credit markets. The health of ~~Nasdaq~~the orglobal ~~that~~financing and credit markets may affect our ~~common~~ability ~~stock~~to ~~will~~obtain ~~remain~~equity ~~listed~~or ondebt ~~Nasdaq~~financing in the future and the terms at which financing, or credit is available to us. These instances of volatility and market turmoil could adversely affect our operations and the trading price of our common shares resulting in:

At● ~~our~~customers ~~2024~~postponing ~~Annual~~purchases ~~Meeting~~ of ~~Stockholders (the “2024 Annual Meeting”),~~ our ~~stockholders~~products ~~approved~~and anservices ~~amendment~~in response to ~~our~~tighter ~~Certificate of Incorporation to effect~~credit, ~~at the discretion of the Twin Vee Board of Directors~~unemployment, anegative ~~reverse~~financial ~~stock~~news ~~split~~and/or atdeclines ain ~~ratio~~income ~~within~~or aasset ~~range~~values ofand ~~1-for-2~~other tomacroeconomic ~~1-for-20~~factors, ~~with~~ ~~the~~which ~~ratio~~could ~~within~~have ~~such~~a ~~range~~material tonegative beeffect ~~determined~~on atdemand ~~the~~for ~~discretion of~~ our ~~Board~~products ofand ~~Directors~~services; and ~~included~~● inthird-party asuppliers ~~public~~being ~~announcement.~~unable ~~If we~~to ~~seek~~produce toparts ~~implement~~and acomponents ~~reverse~~for ~~stock~~our ~~split~~products in ~~order~~the tosame ~~remain~~quantity ~~listed~~or on ~~Nasdaq,~~ the ~~announcement~~same timeline or ~~implementation~~being ofunable ~~such~~to adeliver ~~reverse~~such ~~stock split~~parts ~~could~~and ~~negatively~~components ~~affect~~as ~~the~~quickly ~~price~~as ofbefore ~~our~~or ~~common~~subject ~~stock.~~to ~~Further,~~price ~~there can be no assurance that the increase~~fluctuations, ifwhich ~~any,~~could inhave ~~the price of our common stock will be sufficiently large and sustained for~~ a ~~sufficient~~material ~~amount~~adverse ofeffect ~~time~~on inour ~~order~~production toor ~~meet~~the ~~any~~cost ~~continued requirements and policies~~ of ~~Nasdaq,~~such ~~or that our common stock will remain listed on Nasdaq~~production.

~~Further,~~Risks ~~while~~Related ~~Nasdaq rules do not impose a specific limit on the number of times a listed company may effect a reverse stock split~~ to ~~maintain~~Ownership ~~or regain compliance with the Minimum Bid Price Requirement, Nasdaq has stated that a series~~ of ~~reverse~~our ~~stock~~Common splits may undermine investor confidence in securities listed on Nasdaq. Accordingly, Nasdaq may determine that it is not in the public interest to maintain the Company’s listing, even if we regain compliance with the Minimum Bid Price Requirement.Stock

InAny ~~addition,~~failure ~~Nasdaq Listing Rule 5810(c)(3)(A)(iv) states that if a listed company that fails~~ to meet the ~~Minimum~~continued ~~Bid~~listing ~~Price~~requirements ~~Requirement~~of ~~after~~The ~~effecting~~Nasdaq ~~one~~Capital orMarket ~~more reverse~~could ~~stock~~result ~~splits~~in ~~over~~a ~~the prior two~~de-~~year~~listing ~~period with a cumulative ratio~~ of ~~250~~our ~~shares~~common ~~or more to one, then the company is not eligible for a Compliance Period~~stock.

~~Accordingly,~~The weshares ~~may~~of ~~fail~~our common tostock ~~regain~~are ~~compliance~~listed ~~with~~for ~~the~~trading ~~Minimum~~on ~~Bid~~The ~~Price~~Nasdaq ~~requirement~~Capital ~~during~~Market under the ~~Compliance~~symbol ~~Period~~“VEEE.” orIf ~~maintain~~we ~~compliance~~fail ~~with~~to satisfy the ~~other~~continued ~~Nasdaq~~ listing requirements. ~~Any~~of ~~non-compliance~~The ~~may~~Nasdaq beCapital ~~costly~~Market, ~~divert~~such ~~our~~as ~~management~~the corporate governance requirements, the stockholder’s ~~time~~equity ~~and~~requirement, or ~~attention~~the minimum closing bid price requirement, ~~and~~The ~~could~~Nasdaq ~~have~~Capital aMarket ~~material~~may ~~adverse effect~~take onsteps to de-list our ~~business,~~common ~~reputation,~~stock. ~~financing,~~Such ~~and~~a ~~results~~de-listing or even notification of ~~operation~~failure Ato ~~delisting~~comply ~~could~~with ~~substantially~~such ~~decrease~~requirements ~~trading~~would inlikely ~~our~~have ~~common stock,~~a ~~adversely~~negative ~~affect~~effect on the ~~market~~price ~~liquidity~~ of ~~the~~our common stock and aswould aimpair ~~result~~your ofability ~~the~~to ~~loss~~sell ofor ~~market~~purchase ~~efficiencies~~our ~~associated~~common ~~with~~stock ~~Nasdaq and~~when ~~the~~you ~~loss~~wish ofto ~~federal~~do ~~preemption~~so. ofIn ~~state~~the ~~securities~~event ~~laws,~~of ~~materially~~a ~~adversely~~de-listing, ~~affect~~we ~~our~~would ~~ability~~take actions to ~~obtain~~restore ~~financing~~our oncompliance ~~acceptable terms,~~with ifThe atNasdaq ~~all~~Capital Market’s listing requirements, ~~and~~but ~~may~~we ~~result~~can inprovide ~~the~~no ~~potential~~assurance ~~loss~~that ofany such ~~confidence~~action taken by ~~investors,~~us ~~suppliers,~~would ~~customers~~allow ~~and~~our ~~employees~~common ~~and~~stock ~~fewer~~to ~~business development~~become ~~opportunities.~~listed ~~Additionally~~again, stabilize the market price, improve the liquidity of our common stock, prevent our common stock ~~may~~from ~~decline~~once ~~further,~~again ~~and~~dropping ~~stockholders~~below ~~may~~The ~~lose~~Nasdaq ~~some~~Capital Market minimum bid price requirement, or ~~all~~prevent offuture ~~their~~non-compliance ~~investment~~with The Nasdaq Capital Market’s listing requirements.

~~Terms of subsequent financings may adversely impact your investment.~~35

WeOn ~~may~~May ~~have~~10, to2024, ~~engage~~we ~~in common~~received ~~equity,~~written ~~debt,~~notice orfrom ~~preferred~~Nasdaq’s ~~stock~~Listing Qualifications ~~financing~~Department innotifying us that for the ~~future.~~preceding ~~Your~~30 ~~rights~~consecutive ~~and~~business ~~the~~days ~~value~~(March of28, ~~your~~2024 ~~investment~~through inMay ~~our~~9, ~~securities~~2024), ~~could~~our common bestock ~~reduced.~~did ~~Interest~~not onmaintain ~~debt~~a ~~securities~~minimum ~~could~~closing ~~increase~~bid ~~costs~~price ~~and~~of ~~negatively~~$1.00 ~~impacts~~per ~~operating~~share ~~results.~~as ~~Preferred~~required ~~stock~~by ~~could~~Nasdaq beListing ~~issued~~Rule 5550(a)(2), or the Minimum Bid inPrice ~~series~~Requirement. ~~from~~We ~~time~~were toprovided ~~time~~180 ~~with~~calendar ~~such~~days, ~~designation~~or until November 6, ~~rights~~2024, ~~preferences~~to regain compliance, ~~and~~which ~~limitations~~deadline aswas ~~needed~~subsequently extended to ~~raise~~May ~~capital~~5, 2025. ~~The~~On ~~terms~~April of4, ~~preferred stock~~2025, ~~could~~we befiled ~~more~~the ~~advantageous~~Amendment to ~~those~~our ~~investors~~Certificate ~~than~~of toIncorporation with the ~~holders~~Secretary of ~~common~~State ~~shares.~~of Inthe State ~~addition,~~of ifDelaware weto ~~need~~effect tothe ~~raise~~Reverse ~~more~~Stock ~~equity capital~~Split ~~from~~at ~~the~~a ~~sale~~ratio of ~~common shares~~1-for-10, ~~institutional~~effective oras ~~other~~of ~~investors~~11:59 ~~may~~p.m. ~~negotiate~~Eastern ~~terms~~Time, aton ~~least~~April as7, 2025, and ~~possibly~~our ~~more,~~common ~~favorable than~~stock ~~the~~began ~~terms~~trading ofon ~~your~~a ~~investment~~split-adjusted basis on April 8, 2025. ~~Common~~On ~~shares~~April ~~which~~28, 2025, we ~~sell~~received ~~could~~a beletter ~~sold~~from ~~into~~Nasdaq ~~any~~stating that ~~market~~Nasdaq ~~which~~had ~~develops~~determined that we now comply with the Minimum Bid Price Requirement. However, ~~which~~we ~~could~~cannot ~~adversely~~assure ~~affect~~you that we will be able to maintain compliance with the ~~market~~Minimum ~~price~~Bid Price Requirement in the future.

44The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our common stock is listed on The Nasdaq Capital Market, it is a covered security. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were to be delisted from The Nasdaq Capital Market, our common stock would cease to be recognized as a covered security and we would be subject to regulation in each state in which we offer our securities.

IfThere ~~securities~~can be no assurance ~~analysts~~that doour ~~not~~increased ~~publish~~stock ~~research~~price orfollowing ~~reports~~the ~~about~~Reverse ~~our~~Stock ~~company,~~Split orwill ifremain ~~they~~at ~~issue~~a ~~unfavorable~~price ~~commentary~~that ~~about~~will usbe orsufficient ~~our~~in ~~industry~~order orto ~~downgrade our~~meet ~~common~~any ~~stock,~~continued requirements ~~the~~and ~~price~~policies of Nasdaq or that our common stock ~~could~~will ~~decline~~remain listed on Nasdaq.

~~The~~At ~~trading~~our ~~market~~2024 ~~for~~Annual ~~our~~Meeting ~~common~~of ~~stock~~Stockholders, ~~will~~our ~~depend~~stockholders inapproved ~~part~~an onamendment to our Certificate of Incorporation to effect, at the ~~research~~discretion ~~and~~of ~~reports~~the ~~that~~Twin ~~third-party~~Vee board ~~securities~~of ~~analysts~~directors, ~~publish~~a ~~about~~reverse ~~our~~stock ~~company~~split ~~and~~at ~~our~~a ~~industry. We~~ratio ~~may~~within bea ~~unable~~range orof ~~slow~~1-for-2 to ~~attract~~1-for-20, ~~research~~with ~~coverage~~the ~~and~~ratio ifwithin ~~one~~such orrange ~~more~~to ~~analysts~~be ~~cease~~determined at ~~coverage~~the discretion of our ~~company,~~board weof ~~could~~directors ~~lose~~and ~~visibility~~ included in ~~the~~a ~~market~~public announcement. InOn ~~addition~~April 4, ~~one~~2025, orwe ~~more~~filed the Amendment to our Certificate of ~~these~~Incorporation ~~analysts~~with ~~could~~the ~~downgrade~~Secretary ~~our~~of ~~common~~State ~~stock~~of orthe ~~issue~~State ~~other~~of ~~negative~~Delaware ~~commentary~~to ~~about~~effect ~~our company~~the orReverse ~~our~~Stock ~~industry.~~Split Asat a ~~result~~ratio of ~~one~~1-for-10, oreffective as ~~more~~ of ~~these~~11:59 ~~factors~~p.m. Eastern Time, ~~the~~on ~~trading~~April ~~price~~7, of2025, and our common stock ~~could~~began ~~decline~~trading on a split-adjusted basis on April 8, 2025.

~~The~~While ~~obligations~~Nasdaq rules do not ~~associated~~impose ~~with~~a ~~being~~specific limit on the number of times a ~~public~~listed company ~~will~~may ~~require~~effect ~~significant~~a ~~resources~~reverse ~~and~~stock ~~management~~split ~~attention~~to maintain or regain compliance with the Minimum Bid Price Requirement, ~~which~~Nasdaq has stated that a series of reverse stock splits may ~~divert~~undermine ~~from~~investor confidence in securities listed on Nasdaq. Accordingly, if we fail to maintain compliance with the Minimum Bid Price Requirement, Nasdaq may determine that it is not in the public interest to maintain the listing of our ~~business~~common stock, even if we should effect another reverse stock split for the ~~operations~~purpose of regaining compliance with the Minimum Bid Price Requirement.

AsIn ~~a result of our initial public offering~~addition, weNasdaq Listing ~~are~~Rule ~~subject~~5810(c)(3)(A)(iv) tostates ~~the~~that ~~reporting~~if ~~requirements~~a oflisted ~~the~~company ~~Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires~~ that wefails ~~file annual, quarterly, and current reports with respect~~ to ~~our~~meet ~~business~~the ~~and~~Minimum ~~financial~~Bid ~~condition.~~Price ~~The~~Requirement ~~Sarbanes-Oxley~~after ~~Act~~effecting ~~requires,~~one ~~among~~or ~~other things,~~more ~~that~~reverse westock ~~establish~~splits ~~and~~over ~~maintain~~the ~~effective~~prior ~~internal~~two-year ~~controls~~period ~~and~~with ~~procedures~~a ~~for~~cumulative ~~financial~~ratio ~~reporting.~~of As250 ashares ~~result,~~or wemore ~~have and will continue~~ to ~~incur significant legal~~one, ~~accounting,~~it ~~and~~will ~~other~~not ~~expenses~~be ~~that~~eligible wefor a ~~did~~Compliance ~~not previously incur~~Period.

WeAccordingly, we may fail to maintain compliance with the Minimum Bid Price requirement or the other Nasdaq listing requirements. Any non-compliance may be costly, divert our management’s time and attention, and could have ~~identified~~a material adverse effect on our business, reputation, financing, and ~~weaknesses~~results of operation A delisting could substantially decrease trading in our ~~internal~~common ~~controls~~stock, ~~and~~adversely weaffect ~~cannot~~the ~~provide~~market ~~assurances~~liquidity ~~that~~of ~~these~~the common ~~weaknesses~~stock ~~will~~as bea ~~effectively~~result ~~remediated~~of orthe ~~that~~loss ~~additional~~of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities ~~material~~laws, ~~weaknesses~~materially ~~will~~adversely ~~not~~affect ~~occur~~our ability to obtain financing on acceptable terms, if at all, and may result in the ~~future~~potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities. Additionally, the market price of our common stock may decline further, and stockholders may lose some or all of their investment.

As a public company, we will be subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems and resources.36

~~The~~ Terms ~~Sarbanes-Oxley~~of ~~Act~~subsequent ~~requires,~~financings ~~among~~may ~~other~~adversely ~~things, that~~impact weyour ~~maintain effective disclosure controls and procedures, and internal control over financial reporting~~investment.

We domay ~~not yet~~ have ~~effective~~to ~~disclosure~~engage ~~controls and~~in ~~procedures~~common equity, debt, or ~~internal~~preferred ~~controls~~stock ~~over~~financing ~~all~~in ~~aspects~~the offuture. ~~our~~Your ~~financial~~rights ~~reporting.~~and Wethe ~~are~~value ~~continuing~~of toyour ~~develop~~investment ~~and~~in ~~refine~~ our ~~disclosure~~securities ~~controls~~could ~~and~~be ~~other~~reduced. ~~procedures~~Interest ~~that~~on ~~are~~debt ~~designed~~securities tocould ~~ensure~~increase ~~that~~costs ~~information~~and ~~required~~negatively toimpacts beoperating ~~disclosed~~results. byPreferred usstock incould ~~the~~be ~~reports~~issued in ~~that~~series wefrom ~~will~~time ~~file~~to time with ~~the~~ ~~SEC~~such isdesignation, ~~recorded~~rights, ~~processed~~preferences, ~~summarized~~ and ~~reported~~limitations ~~within~~as ~~the~~needed ~~time~~to ~~periods~~raise ~~specified~~capital. inThe ~~SEC~~terms ~~rules~~of ~~and~~preferred stock incould ~~accordance~~be ~~with~~more ~~GAAP.~~advantageous ~~Our management~~to isthose ~~responsible~~investors ~~for~~than ~~establishing~~to ~~and~~the ~~maintaining~~holders ~~adequate~~of ~~internal~~common ~~control~~shares. ~~over~~In ~~our~~addition, ~~financial~~if ~~reporting,~~we asneed ~~defined~~to inraise ~~Rule~~more equity ~~13a-15(f)~~capital ~~under~~from the ~~Exchange~~sale ~~Act.~~of Wecommon ~~will~~shares, beinstitutional ~~required~~or toother ~~expend~~investors ~~time~~may ~~and~~negotiate ~~resources~~terms toat ~~further~~least ~~improve~~as, ~~our~~and ~~internal~~possibly ~~controls~~more, ~~over financial~~favorable ~~reporting,~~than ~~including~~the byterms ~~expanding~~of ~~our~~your ~~staff~~investment. ~~However,~~Common weshares ~~cannot~~which ~~assure~~we ~~you~~sell ~~that~~could ~~our~~be ~~internal~~sold ~~control~~into ~~over~~any ~~financial~~market ~~reporting,~~which ~~as modified~~develops, ~~will~~ ~~enable~~which uscould toadversely ~~identify or avoid material weaknesses in~~ affect the ~~future~~market price.

45If securities analysts do not publish research or reports about our company, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.

WeThe trading market for our common stock will depend in part on the research and reports that third-party securities analysts publish about our company and our industry. We may be ~~required~~unable or slow to ~~expend~~attract ~~time~~research coverage and ~~resources~~if ~~to further~~one ~~improve~~or ~~our~~more ~~internal~~analysts ~~controls~~cease ~~over~~coverage ~~financial~~of ~~reporting~~our company, ~~including~~we bycould ~~expanding~~lose ~~our~~visibility in ~~staff~~the market. ~~However~~In addition, weone ~~cannot~~or ~~assure~~more ~~you~~of ~~that~~these analysts could downgrade our ~~internal~~ ~~control~~common ~~over~~stock ~~financial~~or ~~reporting,~~issue asother ~~modified,~~negative ~~will~~commentary ~~enable~~about usour company toor ~~identify~~our industry. As a result of one or ~~avoid~~more ~~material~~of ~~weaknesses~~these infactors, the ~~future~~trading price of our common stock could decline.

WeThe ~~have~~obligations ~~not yet retained sufficient staff or engaged~~associated ~~sufficient outside consultants~~ with ~~appropriate~~being ~~experience~~a inpublic ~~GAAP~~company ~~presentation, especially of complex instruments, to devise and implement effective disclosure controls and procedures, or internal controls. We~~ will berequire ~~required~~significant ~~to expend time and~~ resources ~~hiring~~ and ~~engaging additional staff and outside consultants with the appropriate experience to remedy these weaknesses. We cannot assure you that~~ management ~~will~~ beattention, ~~successful~~which inmay ~~locating~~divert ~~and~~from retaining appropriate candidates; that newly engaged staff or outside consultants will be successful in remedying material weaknesses thus far identified or identifying material weaknesses in the future; or that appropriate candidates will be located and retained prior to these deficiencies resulting in material and adverse effects on our business operations.

~~Our~~As ~~current~~a ~~controls~~result ~~and any new controls that we develop may become inadequate because~~ of ~~changes in conditions in~~ our ~~business, including increased complexity resulting from our international~~initial ~~expansion.~~public ~~Further~~offering, ~~weaknesses~~we inare ~~our~~subject ~~disclosure~~to ~~controls~~the orreporting ~~our~~requirements ~~internal~~of ~~control~~the ~~over~~Exchange ~~financial~~Act ~~reporting~~and ~~may be discovered in~~ the ~~future~~Sarbanes-Oxley Act. ~~Any~~ ~~failure~~The toExchange ~~develop~~Act orrequires that ~~maintain~~we ~~effective~~file ~~controls~~annual, ~~or any difficulties encountered in their implementation or improvement~~quarterly, ~~could~~and ~~harm our~~current ~~operating~~reports ~~results~~with orrespect ~~cause us~~ to ~~fail to meet~~ our ~~reporting~~business ~~obligations~~ and ~~may~~financial ~~result~~condition. inThe aSarbanes-Oxley ~~restatement~~Act ~~of our financial statements~~requires, ~~for~~among ~~prior~~other ~~periods.~~things, ~~Any~~that ~~failure~~we toestablish ~~implement~~ and maintain effective internal ~~control~~controls ~~over financial reporting could also adversely affect the results of management reports~~ and ~~independent~~procedures ~~registered~~for ~~public accounting firm audits of our internal control over~~ financial reporting ~~that we will eventually be required to include in our periodic reports that will be filed with the SEC~~. ~~Ineffective~~As ~~disclosure~~a ~~controls and procedures~~result, we have and ~~internal~~will ~~control~~continue ~~over financial reporting could also cause investors~~ to ~~lose~~incur ~~confidence~~significant inlegal, ~~our~~accounting, ~~reported financial~~ and other ~~information,~~expenses ~~which~~that ~~would~~we ~~likely~~did ~~have~~not apreviously ~~negative effect on the market price of our common stock~~incur.

~~Our~~There ~~independent registered public accounting firm~~ is ~~not~~substantial ~~required~~doubt toabout ~~audit the effectiveness of~~ our ~~internal control over financial reporting until after we are no longer an “emerging~~ability ~~growth~~to ~~company”~~continue as ~~defined in the JOBS Act. At such time, our independent registered public accounting firm may issue~~ a ~~report~~going ~~that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating~~concern. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results and cause a decline in the market price of our common stock.

46For the year ended December 31, 2025, we incurred a loss from operations of $8,781,299 and a net loss of $8,607,273. For the year ended December 31, 2024, we incurred a loss from operations of $14,551,769 and a net loss of $14,009,906. As of December 31, 2025 and 2024, we had accumulated deficits of $34,000,228 and $25,392,955, respectively. Our audited financial statement for the year ended December 31, 2025 and 2024 were prepared under the assumption that we will continue as a going concern; however, we have incurred significant losses from operations to date and we expect our expenses to increase in connection with our ongoing activities. These factors raise substantial doubt about our ability to continue as a going concern for one year after the financial statements included in this report are issued.

~~Our~~Despite ~~failure~~our ongoing efforts to mitigate these conditions, ~~achieve~~there ~~and~~can ~~maintain~~be ~~effective~~no ~~internal~~assurance ~~control~~that ~~over~~our ~~financial~~expenses ~~reporting~~will not continue to increase in ~~accordance~~future ~~with~~periods ~~Section~~or ~~404~~that the cash generated from operations in future periods will be sufficient to satisfy our operating needs. While the sale of the ~~Sarbanes-Oxley~~land ~~Act~~and asbuilding in Marion, North Carolina took place on October 31, 2025 and we received a $500,000 payment at closing, there can be no assurance that we will be able to collect ~~public~~subsequent ~~company~~payments due in future periods. If we need to raise additional capital to fund our continued operations, there can be no assurance that funding will be available on acceptable terms on a timely basis, or at all. The various ways that we could raise capital carry potential risks. Any additional sources of financing will likely involve the issuance of our equity securities, which will have a ~~material~~dilutive ~~adverse~~ effect on our stockholders. Any debt financing, if available, may involve restrictive covenants that may impact our ability to conduct our business. If we do not succeed in raising additional funds on acceptable terms or at all, we may be unable to fill new orders and develop new products. As such, we cannot conclude that such plans will be effectively implemented within one year after the date that the financial statements included in this report are filed with the SEC, and there is uncertainty regarding our ability to maintain liquidity sufficient to operate our business effectively, which raises substantial doubt about our ability to continue as a going concern. If we are unable to generate sufficient revenue from operations and/or ~~share~~raise ~~price~~capital when needed or on attractive terms, we be forced to delay, reduce or eliminate efforts to expand our dealer network or develop new models and may be forced to cease operations or liquidate assets.

Section 404(a) of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and our management is required to report on the effectiveness of our internal control over financial reporting for such year. Additionally, once we are no longer an emerging growth company, as defined by the JOBS Act, our independent registered public accounting firm will be required pursuant to Section 404(b) of the Sarbanes-Oxley Act to attest to the effectiveness of our internal control over financial reporting on an annual basis. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing, and possible remediation.37

~~Internal~~We ~~control~~have ~~over financial~~identified ~~reporting~~weaknesses ~~is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements~~ in ~~accordance with generally accepted accounting principles. We are in the process of reviewing, documenting, and testing~~ our internal ~~control over financial reporting~~controls, ~~but we are not currently in compliance with,~~ and we cannot beprovide ~~certain~~assurances ~~when~~that wethese weaknesses will be able to implement, the requirements of Section 404(a). We may encounter problems or delays in implementing any changes necessary to make a favorable assessment of our internal control over financial reporting. In addition, we may encounter problems or delays in completing the implementation of any public accounting firm after we cease to be aneffectively ~~emerging~~remediated ~~growth company. If we cannot favorably assess the effectiveness of our internal control over financial reporting,~~ or ifthat ~~our independent registered public accounting firm is unable to provide an unqualified~~additional ~~attestation~~material ~~report~~weaknesses onwill ~~our~~not ~~internal~~occur ~~controls after we cease to be an emerging growth company, investors could lose confidence~~ in ~~our financial information and~~ the ~~price of our common stock could decline~~future.

~~Additionally,~~As ~~the~~a ~~existence of~~public ~~material~~company, ~~weaknesses~~we ~~has~~are ~~required~~subject ~~management~~ to ~~devote~~the ~~significant time and incur significant expense to remediate any such material~~reporting ~~weaknesses~~requirements orof ~~significant~~the ~~deficiencies~~Exchange Act, and ~~management~~the ~~may~~Sarbanes-Oxley ~~not be able to remediate any such material weaknesses or significant deficiencies in a timely manner~~Act. The ~~existence~~requirements of ~~any~~these ~~material~~rules ~~weakness~~and inregulations ~~our~~continue ~~internal~~to ~~control~~increase ~~over financial reporting could also result in errors~~our inlegal, ~~our~~accounting and financial ~~statements~~compliance ~~that~~costs, ~~could~~make ~~require~~some usactivities tomore ~~restate our financial statements~~difficult, ~~cause~~time usconsuming toand ~~fail~~costly, toand ~~meet~~place ~~our reporting obligations,~~significant ~~and~~strain ~~cause~~on ~~stockholders to lose confidence in~~ our ~~reported financial information~~personnel, ~~all~~systems ~~of which could materially~~ and ~~adversely affect our business and share price~~resources.

47The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting.

~~For~~As asof ~~long~~December as 31, 2025, we ~~are~~do annot ~~emerging~~yet ~~growth~~have ~~company~~effective disclosure controls and procedures, weor ~~will~~internal ~~not~~controls beover all aspects of our financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to ~~comply~~be disclosed by us in the reports that we will file with ~~certain~~the ~~reporting~~SEC ~~requirements~~is recorded, ~~including~~processed, ~~those~~summarized ~~relating~~and toreported within the time periods specified in SEC rules ~~accounting~~and ~~standards~~in accordance with GAAP. Our management is responsible for establishing and ~~disclosure~~maintaining ~~about~~adequate internal control over our ~~executive~~financial reporting, ~~compensation~~as defined in Rule 13a-15(f) under the Exchange Act. We will be required to expend time and resources to further improve our internal controls over financial reporting, including by expanding our staff. However, we cannot assure you that ~~apply~~our internal control over financial reporting, as modified, will enable us to ~~other~~identify ~~public~~or ~~companies~~avoid material weaknesses in the future.

We ~~are~~will anbe ~~“emerging growth~~required ~~company,”~~to asexpend ~~defined~~time inand ~~Section~~resources ~~2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible~~ to ~~take~~ ~~advantage~~further ofimprove ~~certain~~our ~~exemptions~~internal ~~from~~controls ~~various~~over ~~reporting~~financial ~~requirements that are applicable to other public companies that are not “emerging growth companies~~reporting,” including, ~~but~~by ~~not~~expanding limited to, (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in our ~~periodic~~staff. ~~reports and proxy statements~~However, ~~and~~we (iii) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and of stockholder approval of any golden parachute payments not previously approved. We have elected to adopt these reduced disclosure requirements. We cannot ~~predict~~assure ifyou ~~investors~~that ~~will find~~ our internal ~~common~~control ~~stock~~over ~~less~~financial ~~attractive~~reporting, as ~~a result of our taking advantage of these exemptions and as a result~~modified, ~~there~~will ~~may~~enable beus ato ~~less~~identify ~~active~~or ~~trading~~avoid ~~market~~material ~~for~~weaknesses ~~our~~in ~~common~~the ~~stock and our stock price may be more volatile~~future.

WeManagement ~~could~~has ~~remain~~developed and anis ~~“emerging growth~~executing ~~company”~~a ~~for~~remediation upplan to ~~five~~address ~~years~~the orpreviously ~~until~~disclosed ~~the~~material ~~earliest~~weaknesses, ofdue (to inadequate staffing levels. We have retained a) ~~the~~full-time ~~last~~controller ~~day~~and offinancial analyst and are utilizing the ~~first~~services ~~fiscal~~of ~~year~~experienced inSEC ~~which~~reporting ~~our~~consultants ~~annual~~as ~~gross~~necessary. ~~revenues~~We ~~exceed~~have ~~$1.235~~also ~~billion,~~selected ~~(b)~~and ~~the~~implemented ~~date~~a ~~that~~robust weoperating ~~become~~system aand ~~“large~~we ~~accelerated~~are ~~filer”~~utilizing asthe ~~defined~~assistance inof ~~Rule~~outside ~~12b-2~~advisors ~~under~~where ~~the~~appropriate. ~~Exchange~~We ~~Act,~~cannot ~~which~~assure ~~would~~you ~~occur~~that ifmanagement ~~the~~will ~~market~~be ~~value~~successful ofin ~~our~~locating ~~common~~and ~~stock~~retaining ~~that~~appropriate iscandidates; ~~held~~that bynewly ~~non-affiliates~~engaged ~~exceeds~~staff ~~$700~~or outside ~~million~~consultants aswill ofbe ~~the last~~successful ~~business~~in ~~day~~remedying ofmaterial ~~our~~weaknesses ~~most~~thus ~~recently~~far ~~completed~~identified ~~fiscal~~or ~~quarter,~~identifying ~~and~~material ~~(c)~~weaknesses in the future; ~~date~~or onthat ~~which~~appropriate wecandidates ~~have~~will ~~issued~~be ~~more~~located ~~than~~and $1retained ~~billion~~prior into ~~non-convertible debt~~these ~~securities~~deficiencies ~~during~~resulting ~~the~~in ~~preceding~~material ~~three-year~~and ~~period~~adverse effects on our business.

WeOur ~~are~~current ~~also~~controls aand ~~“smaller reporting~~any ~~company”~~new ascontrols ~~defined~~that inwe develop ~~the~~may ~~Exchange~~become ~~Act~~inadequate ~~and~~because ~~have~~of ~~elected~~changes toin ~~take~~conditions ~~advantage~~in ofour ~~certain~~business, ofincluding ~~the~~increased ~~scaled~~complexity ~~disclosures~~resulting ~~available to~~from ~~smaller~~our ~~reporting companies~~international expansion. ToFurther, ~~the~~weaknesses ~~extent~~in ~~that~~our wedisclosure ~~continue~~controls toor ~~qualify~~our asinternal acontrol ~~“smaller~~over financial reporting ~~company”~~may asbe ~~such~~discovered ~~term~~in isthe future. ~~defined~~Any infailure ~~Rule 12b-2~~to ~~under~~develop ~~the~~or ~~Exchange~~maintain ~~Act~~effective controls, ~~after~~or weany ~~cease~~difficulties toencountered ~~qualify~~in astheir animplementation ~~emerging~~or ~~growth company~~improvement, ~~certain~~could ~~of the exemptions~~harm ~~available~~our tooperating usresults asor ancause ~~“emerging~~us ~~growth~~to ~~company”~~fail ~~may continue~~ to bemeet ~~available~~our toreporting usobligations asand amay ~~“smaller~~result ~~reporting~~in ~~company,” including~~a ~~exemption~~restatement ~~from~~of ~~compliance~~our ~~with~~financial ~~the~~statements for ~~auditor~~prior ~~attestation~~periods. ~~requirements~~Any ~~pursuant~~failure to ~~SOX~~implement and ~~reduced~~ ~~disclosure~~maintain ~~about~~effective ~~our~~internal ~~executive compensation~~control ~~arrangements.~~over Wefinancial ~~will~~reporting ~~continue~~could toalso beadversely aaffect the ~~“smaller~~results ~~reporting~~of ~~company”~~management ~~until~~reports weand ~~have~~independent ~~$250 million~~registered ~~or more in~~ public ~~float~~accounting ~~(based~~firm onaudits of our ~~common~~internal ~~stock)~~control ~~measured~~over asfinancial ofreporting that ~~the~~we ~~last~~will ~~business~~eventually ~~day~~be ofrequired ~~our~~to ~~most~~include ~~recently~~in ~~completed~~our ~~second~~periodic ~~fiscal~~reports ~~quarter~~that ~~or, in~~will ~~the~~be ~~event~~filed wewith ~~have~~the noSEC. ~~public~~Ineffective ~~float~~disclosure ~~(based~~controls and onprocedures, ~~our~~and ~~common~~internal ~~stock)~~control orover afinancial ~~public~~reporting ~~float~~could ~~(based~~also oncause ~~our~~investors ~~common~~to ~~stock)~~lose ~~that~~confidence isin ~~less~~our ~~than~~reported ~~$700~~financial ~~million~~and other information, ~~annual~~which ~~revenues~~would oflikely ~~$100 million~~have ora ~~more~~negative ~~during~~effect on the ~~most~~market ~~recently~~price ~~completed~~of ~~fiscal~~our ~~year~~common stock.

Our ~~stock~~independent ~~price~~registered public accounting firm ~~has~~is ~~fluctuated~~not required to audit the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the ~~past,~~JOBS ~~has~~Act. ~~recently~~At ~~been~~such ~~volatile~~time, ~~and~~our independent registered public accounting firm may beissue ~~volatile~~a report that is adverse in the ~~future~~event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and asinternal control over financial reporting could have a ~~result,~~material and ~~investors~~adverse ineffect on our ~~common~~business ~~stock could~~and ~~incur~~operating ~~substantial~~results ~~losses~~and cause a decline in the market price of our common stock.

Investors should consider an investment in our common stock risky and invest only if they can withstand a significant loss and wide fluctuations in the market value of their investment. Investors who purchase our common stock may not be able to sell their shares at or above the purchase price. Our stock price has been volatile and may be volatile in the future. The price of our common stock has experienced volatility. On March 14, 2024, the closing price of our common stock on the Nasdaq was $1.12 per share, on December 31, 2024, the closing price of our common stock on the Nasdaq was $0.55 per share It is possible that an active trading market will not continue or be sustained, which could make it difficult for investors to sell their shares of our common stock at an attractive price or at all. The stock market in general has been, and the market price of our common stock in particular, will likely be subject to fluctuation, whether due to, or irrespective of, our operating results and financial condition. The market price of our common stock may fluctuate as a result of a number of factors, some of which are beyond our control, including, but not limited to:38

48Our failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act as a public company could have a material adverse effect on our business and share price.

●Section ~~actual~~404(a) orof ~~anticipated~~the ~~variations~~Sarbanes-Oxley Act inrequires ~~our~~annual ~~and~~management ~~our~~assessments ~~competitors’ results~~ of ~~operations~~the ~~and~~effectiveness ~~financial condition; ● market acceptance~~ of our ~~diagnostic~~internal ~~tests~~control ~~and~~over ~~therapeutic~~financial ~~products;~~reporting ~~● the mix of products that we sell~~ and ~~related services that we provide; ● changes in earnings estimates or recommendations by securities analysts, if~~ our ~~common~~management ~~stock~~ is required ~~covered~~to byreport ~~analysts;~~on ●the ~~development~~effectiveness of ~~technological~~our ~~innovations~~internal orcontrol ~~new~~over ~~competitive~~financial ~~diagnostic~~reporting ~~tests~~for orsuch ~~therapeutic~~year. ~~products~~Additionally, byonce ~~others;~~we ●are ~~announcements~~no oflonger an ~~technological~~emerging ~~innovations~~growth orcompany, ~~new~~as ~~diagnostic~~defined ~~tests or therapeutic products~~ by ~~us;~~the ●JOBS Act, our ~~failure~~independent toregistered ~~achieve~~public aaccounting ~~publicly~~firm ~~announced~~will ~~milestone;~~be ●required ~~delays~~pursuant ~~between our expenditures~~ to Section ~~develop~~404(b) ~~and~~of ~~market~~the ~~new~~Sarbanes-Oxley orAct ~~enhanced~~to ~~diagnostic~~attest ~~tests~~to ~~or therapeutic products and~~ the ~~generation~~effectiveness of ~~sales from those diagnostic tests and therapeutic products; ● developments concerning intellectual property rights, including~~ our ~~involvement~~internal incontrol ~~litigation;~~over ●financial ~~our~~reporting ~~sale~~on oran ~~proposed~~annual basis. ~~sale,~~The orrules ~~the~~governing ~~sale by our significant shareholders, of our common stock or other securities in~~ the ~~future~~standards ●that ~~changes~~must inbe ~~key~~met ~~personnel;~~for ~~● success or failure of~~ our ~~research~~management ~~and~~to ~~development~~assess ~~projects or those of~~ our ~~competitors;~~internal ●control ~~the~~over ~~trading~~financial ~~volume~~reporting ofare complex ~~our common stock;~~ and ●require ~~general~~significant ~~economic~~documentation, ~~and~~testing, ~~market conditions~~ and ~~other~~possible ~~factors, including factors unrelated to our operating performance~~remediation.

~~These~~Internal ~~factors~~control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and ~~any~~the ~~corresponding~~preparation of ~~price~~financial ~~fluctuations~~statements ~~may~~in ~~materially~~accordance ~~and~~with ~~adversely~~generally ~~affect~~accepted ~~the~~accounting ~~market~~principles. ~~price~~We are in the process of reviewing, documenting, and testing our ~~common~~internal ~~stock~~control over financial reporting, but we are not currently in compliance with, and ~~result~~we cannot be certain when we will be able to implement, the requirements of Section 404(a). We may encounter problems or delays in ~~substantial~~implementing ~~losses~~any ~~being~~changes ~~incurred~~necessary to bymake a favorable assessment of our ~~investors~~internal control over financial reporting. In addition, we may encounter problems or delays in completing the ~~past,~~implementation ~~following~~of ~~periods~~any public accounting firm after we cease to be an emerging growth company. If we cannot favorably assess the effectiveness of ~~market~~our ~~volatility~~internal control over financial reporting, or if our independent registered public ~~company~~accounting ~~shareholders~~firm ~~have~~is ~~often~~unable ~~instituted~~to ~~securities~~provide ~~class~~an unqualified ~~action~~attestation ~~litigation.~~report Ifon our internal controls after we ~~were~~cease ~~involved~~to inbe ~~securities~~an ~~litigation~~emerging growth company, itinvestors could ~~impose~~lose aconfidence ~~substantial~~in ~~cost~~our ~~upon~~financial information us and ~~divert~~ the ~~resources~~price ~~and attention~~ of our ~~management~~common ~~from~~stock ~~our~~could ~~business~~decline.

~~Our~~Additionally, ~~common~~the ~~stock~~existence of material weaknesses has ~~often~~required ~~been~~management ~~thinly~~to ~~traded,~~devote sosignificant ~~investors~~time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be ~~unable~~able to ~~sell~~remediate atany such material weaknesses or ~~near~~significant ~~ask~~deficiencies in ~~prices~~a ortimely atmanner. ~~all~~The ifexistence ~~investors~~of ~~need~~any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to ~~sell~~restate ~~shares~~our financial statements, cause us to ~~raise money~~fail orto ~~otherwise~~meet ~~desire~~our reporting obligations, and cause stockholders to ~~liquidate~~lose ~~their~~confidence ~~shares~~in our reported financial information, all of which could materially and adversely affect our business and share price.

ToFor ~~date,~~as ~~there~~long ~~have~~as ~~been many~~we ~~days on which limited trading of our common stock took place. We cannot predict the extent to which investors’ interests will~~are ~~lead to~~ an ~~active~~emerging ~~trading~~growth ~~market~~company, ~~for~~we ~~our common stock or whether the market price of our common stock~~ will ~~be volatile. If an active trading market does~~ not ~~develop, investors may have difficulty selling our common stock. We are likely to~~ be ~~too~~required ~~small~~ to ~~attract~~comply ~~the~~with ~~interest of~~certain ~~many~~reporting ~~brokerage~~requirements, ~~firms~~including ~~and~~those ~~analysts.~~relating ~~We cannot give investors any assurance that an active public trading market for our common stock will develop or be sustained. The market price of our common stock could be subject~~ to ~~wide fluctuations in response to quarterly variations~~accounting instandards ~~our revenues~~ and ~~operating~~disclosure ~~expenses,~~about ~~announcements of new products or services by us, significant sales of~~ our ~~common~~executive ~~stock~~compensation, ~~including “short” sales, the operating and stock price performance of other companies~~ that ~~investors~~apply ~~may deem comparable~~ to ~~us,~~other ~~and news~~public ~~reports relating to trends in our markets or general economic conditions~~companies.

49We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and (iii) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and of stockholder approval of any golden parachute payments not previously approved. We have elected to adopt these reduced disclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions and as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We docould ~~not~~remain ~~intend~~ an “emerging growth company” for up to five ~~pay~~years ~~dividends~~or onuntil the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock ~~for~~that is held by non-affiliates exceeds $700 million as of the ~~foreseeable~~last ~~future~~business day of our most recently completed fiscal quarter, and (c) the date on which we have issued more than $1 billion in non-convertible debt securities during the preceding three-year period.

We presently have no intention to pay dividends on our common stock at any time in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition,39

~~cash~~We ~~requirements,~~are ~~contractual~~also a “smaller ~~restrictions,~~reporting company” as defined in the Exchange Act and ~~other~~have ~~factors~~elected to take advantage of certain of the scaled disclosures available to smaller reporting companies. To the extent that ~~our~~we ~~board~~continue to qualify as a “smaller reporting company” as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company, certain of ~~directors~~the exemptions available to us as an “emerging growth company” may ~~deem~~continue ~~relevant.~~to ~~Furthermore~~be available to us as a “smaller reporting company,” ~~our~~including exemption ~~ability~~from compliance with the auditor attestation requirements pursuant to ~~declare~~SOX and ~~pay~~reduced ~~dividends~~disclosure ~~may~~about our executive compensation arrangements. We will continue to be ~~limited~~a by“smaller ~~instruments~~reporting ~~governing~~company” ~~future~~until ~~outstanding~~we ~~indebtedness~~have $250 million or more in public float (based on our common stock) measured as of the last business day of our most recently completed second fiscal quarter or, in the event we ~~may~~have no ~~incur~~public float (based on our common stock) or a public float (based on our common stock) that is less than $700 million, annual revenues of $100 million or more during the most recently completed fiscal year.

~~FINRA~~Our ~~sales~~stock ~~practice~~price has ~~requirements~~fluctuated ~~may~~in ~~limit~~the ~~your~~past, ~~ability~~has torecently ~~buy~~been volatile, and ~~sell~~may ~~our~~be ~~common~~volatile ~~shares~~in the future, ~~which~~and ~~could~~as ~~depress~~a ~~the~~result, ~~price~~investors ofin our ~~shares~~common stock could incur substantial losses.

~~FINRA~~Investors ~~rules~~should ~~require broker-dealers~~consider toan ~~have~~investment ~~reasonable~~in ~~grounds~~our ~~for~~common ~~believing~~stock ~~that~~risky anand ~~investment~~invest isonly ~~suitable~~if ~~for~~they can withstand a ~~customer~~significant ~~before~~loss ~~recommending~~and ~~that~~wide ~~investment~~fluctuations toin the ~~customer.~~market value ~~Prior~~of totheir ~~recommending~~investment. ~~speculative~~Investors ~~low-priced~~who ~~securities~~purchase toour ~~their~~common ~~non-institutional~~stock ~~customers,~~may ~~broker-dealers~~not ~~must~~be ~~make~~able ~~reasonable efforts~~ to ~~obtain~~sell ~~information~~their ~~about~~shares at or above the ~~customer’s~~purchase ~~financial~~price. ~~status,~~Our stock ~~tax~~price ~~status~~has been volatile and ~~investment~~may ~~objectives,~~be ~~among~~volatile ~~other~~in ~~things~~the future. ~~Under~~The ~~interpretations~~ price of ~~these~~our ~~rules,~~common ~~FINRA~~stock ~~believes~~has ~~that~~experienced ~~there~~volatility. isDuring 2025, our common stock has experienced a high ~~probability~~closing ~~such~~price ~~speculative~~of $7.45 and a low~~-priced~~ ~~securities~~closing ~~will~~price ~~not~~of be$1.59 ~~suitable~~per ~~for~~share. atIt ~~least~~is possible that an active ~~some~~trading ~~customers.~~market ~~Thus,~~will ~~FINRA~~not ~~requirements~~continue ~~may~~or be sustained, which could make it ~~more~~ difficult for ~~broker-dealers~~investors to ~~recommend~~sell ~~that~~ their ~~customers~~shares ~~buy~~of our common stock ~~shares,~~at ~~which~~an ~~may~~attractive ~~limit~~price anor ~~investor’s~~at ~~ability~~all. toThe ~~buy~~stock market in general has been, and ~~sell~~the market price of our ~~shares~~common stock in particular, ~~have~~will anlikely be ~~adverse~~subject ~~effect~~to onfluctuation, ~~the~~whether ~~market~~due ~~for~~to, or irrespective of, our ~~shares~~operating results and, financial condition. The market price of our ~~thereby~~common stock may fluctuate as a result of a number of factors, ~~depress~~some ~~their~~of ~~market~~which ~~prices.~~are beyond our control, including, but not limited to:

~~Provisions~~● actual or anticipated variations in our ~~corporate~~and ~~charter~~our ~~documents~~competitors’ ~~and~~results ~~under~~of ~~Delaware~~operations ~~law~~and ~~could~~financial ~~make~~condition; an● ~~acquisition~~market acceptance of our ~~company~~diagnostic tests and therapeutic products; ● the mix of products that we sell and related services that we provide; ● changes in earnings estimates or recommendations by securities analysts, ~~which~~if ~~may~~our becommon ~~beneficial~~stock is covered by analysts; ● development of technological innovations or new competitive diagnostic tests or therapeutic products by others; ● announcements of technological innovations or new diagnostic tests or therapeutic products by us; ● our failure to achieve a publicly announced milestone; ● delays between our ~~stockholders, more~~expenditures ~~difficult~~to develop and ~~may~~market ~~prevent~~new ~~attempts~~or enhanced diagnostic tests or therapeutic products and the generation of sales from those diagnostic tests and therapeutic products; ● developments concerning intellectual property rights, including our involvement in litigation; ● our sale or proposed sale, or the sale by our ~~stockholders~~significant toshareholders, ~~replace~~of our common stock or ~~remove~~other securities in the future ● changes in key personnel; ● success or failure of our ~~current~~research ~~management~~and development projects or those of our competitors; ● the trading volume of our common stock; and ● general economic and market conditions and other factors, including factors unrelated to our operating performance.

~~Provisions~~ Additionally, inrecently, ~~our~~securities ~~corporate charter~~of ~~and~~certain ~~our~~companies ~~bylaws~~have ~~may~~experienced significant ~~discourage,~~and ~~delay~~extreme orvolatility ~~prevent~~in astock ~~merger,~~price ~~acquisition~~due orto ~~other~~short ~~change~~sellers inof ~~control~~shares of ~~our~~common ~~company~~stock, ~~that~~known ~~stockholders~~as a “short squeeze.” ~~may~~These ~~consider~~short ~~favorable,~~squeezes ~~including~~have ~~transactions~~caused extreme volatility in ~~which~~those ~~you~~companies ~~might~~and ~~otherwise~~in ~~receive~~the amarket ~~premium~~and ~~for~~have ~~your~~led ~~shares.~~to ~~These~~the ~~provisions~~price ~~could~~per share of those ~~also~~companies ~~limit~~to ~~the~~trade ~~price~~at significantly inflated rates that ~~investors~~is ~~might~~disconnected befrom ~~willing~~the tounderlying ~~pay~~value inof the ~~future~~company. ~~for~~Many investors who have purchased shares ofin ~~our~~those ~~common~~companies ~~stock,~~at ~~thereby~~an ~~depressing~~inflated rate face the ~~market~~risk of losing a significant portion of their original investment as the price ofper ~~our~~share ~~common~~has ~~stock.~~declined Insteadily ~~addition,~~as ~~because~~interest ~~our~~in ~~board~~those ofstocks ~~directors~~have isabated. ~~responsible~~While ~~for~~we ~~appointing~~have ~~the~~no ~~members~~reason ofto believe our ~~management~~shares ~~team,~~would ~~these~~be ~~provisions~~the ~~may~~target ~~frustrate~~of ora ~~prevent~~short ~~any~~squeeze, ~~attempts~~there bycan ~~our~~be ~~stockholders~~no toassurance ~~replace~~that orwe ~~remove~~won’t ~~our~~be ~~current~~in ~~management~~the byfuture, ~~making~~and itinvestors ~~more difficult~~may ~~for~~lose ~~stockholders~~a tosignificant portion ~~replace~~or ~~members~~all of their investment if you purchase our ~~board~~shares ofat ~~directors.~~a ~~Among~~rate ~~other~~that ~~things~~is ~~included~~significantly indisconnected ~~these~~from ~~provisions:~~our underlying value.

5040

●These ~~our~~factors ~~board~~and ofany ~~directors~~corresponding price isfluctuations divided into three classes, one class of which is elected each year by our stockholders with the directors in each class to serve for a three-year term; ● the authorized number of directors can be changed only by resolution of our board of directors; ● directors may bematerially ~~removed~~and ~~only~~adversely byaffect the ~~affirmative~~market ~~vote~~price of ~~the holders of at least sixty percent (60%) of~~ our ~~voting~~common stock, ~~whether~~and ~~for~~result ~~cause~~in orsubstantial ~~without~~losses ~~cause;~~being ~~● our bylaws may be amended or repealed~~ incurred by our ~~board~~investors. ofIn ~~directors or by~~ the ~~affirmative~~past, ~~vote~~following ofperiods ~~sixty-six and two-thirds percent (66 2/3%)~~ of ~~our~~market ~~stockholders; ● stockholders may not call special meetings of the stockholders or fill vacancies on the board of directors; ● our board of directors will be authorized to issue~~volatility, ~~without~~public ~~stockholder~~company ~~approval,~~shareholders ~~preferred~~have ~~stock,~~often ~~the~~instituted ~~rights~~securities ofclass action ~~which~~litigation. ~~will~~If bewe ~~determined~~were atinvolved ~~the~~in ~~discretion~~securities ~~of the board of directors and that~~litigation, ifit ~~issued,~~ could ~~operate~~impose as a ~~”poison~~substantial ~~pill”~~cost toupon ~~dilute~~us ~~the stock ownership of a potential hostile acquirer to prevent an acquisition that our board of directors does not approve; ● our stockholders do not have cumulative voting rights,~~ and ~~therefore~~divert ~~our stockholders holding a majority of~~ the ~~shares~~resources ofand attention ~~common stock outstanding will be able to elect all~~ of our ~~directors;~~management ~~and~~from ● our ~~stockholders must comply with advance notice provisions to bring~~ business ~~before or nominate directors for election at a stockholder meeting~~.

~~Moreover,~~Our ~~because~~common westock ~~are~~has ~~incorporated~~often inbeen ~~Delaware,~~thinly ~~we are governed by the provisions of Section 203 of the Delaware General Corporation Law~~traded, ~~which~~so ~~prohibits~~investors ~~a person~~may ~~who~~be ~~owns~~unable into ~~excess~~sell ofat ~~15%~~or ofnear ~~our~~ask ~~outstanding~~prices ~~voting stock from merging~~ or ~~combining~~at ~~with~~all usif ~~for~~investors aneed ~~period~~to ofsell ~~three~~shares ~~years~~to ~~after the~~raise ~~date~~money ~~of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger~~ or ~~combination is~~otherwise ~~approved~~desire into aliquidate ~~prescribed~~their ~~manner~~shares.

~~Our~~To ~~Certificate~~date, there have been ofmany ~~Incorporation~~days ~~provides~~on ~~that~~which ~~the~~limited ~~Court~~trading of ~~Chancery~~our ofcommon stock took place. We cannot predict the ~~State~~extent ofto ~~Delaware~~which investors’ interests will lead beto ~~the~~an ~~exclusive~~active ~~forum~~trading market for ~~certain~~our ~~types~~common stock or whether the market price of ~~state~~our ~~actions~~common stock will be volatile. If an active trading ~~that~~market does not develop, investors may have difficulty selling our common stock. We are likely to be ~~initiated~~too bysmall to attract the interest of many brokerage firms and analysts. We cannot give investors any assurance that an active public trading market for our ~~stockholders,~~common ~~which~~stock will ~~could~~develop ~~limit~~or be sustained. The market price of our ~~stockholders’~~common ~~ability~~stock could be subject to ~~obtain~~wide afluctuations ~~favorable~~in ~~judicial~~response ~~forum~~to ~~for~~quarterly variations ~~disputes~~in ~~with~~our usrevenues and operating expenses, announcements of new products or services by us, significant sales of our ~~directors~~common stock, ~~officers~~including “short” sales, the operating and stock price performance of other companies that investors may deem comparable to us, and news reports relating to trends in our markets or ~~employees~~general economic conditions.

51We do not intend to pay dividends on our common stock for the foreseeable future.

~~Our~~We ~~Certificate~~presently ofhave ~~Incorporation provides~~no ~~that, unless we consent~~ intention to ~~the~~pay ~~selection~~dividends ~~of an alternative forum, the Court of Chancery of the State of Delaware is the exclusive forum for (i) any derivative action or proceeding brought~~ on ~~behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of~~ our ~~directors,~~common ~~officers,~~stock orat ~~other employees to us or our stockholders, (iii)~~ any ~~action arising pursuant to any provision of the DGCL or our certificate of incorporation or bylaws (as either may be amended from~~ time toin ~~time), or (iv) any action asserting a claim governed by~~ the ~~internal~~foreseeable ~~affairs doctrine~~future. ~~The~~Any ~~exclusive~~decision ~~forum provision does not apply~~ to ~~suits~~declare ~~brought~~and topay ~~enforce~~dividends ~~any~~in ~~liability or duty created by~~ the ~~Securities~~future ~~Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.~~will ~~To the extent that any such claims may~~ be ~~based~~made ~~upon~~at ~~federal~~the ~~law~~discretion ~~claims,~~of ~~Section~~our 27board of ~~the~~directors ~~Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules~~ and ~~regulations~~will ~~thereunder.~~depend ~~Furthermore~~on, ~~Section~~ 22among ofother ~~the~~things, ~~Securities~~our ~~Act~~results ~~creates~~of ~~concurrent~~operations, ~~jurisdiction~~financial ~~for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.~~condition,

~~These~~cash ~~exclusive-forum~~requirements, ~~provisions~~contractual ~~may~~restrictions, ~~limit~~and aother ~~stockholder’s~~factors ~~ability to bring a claim in a judicial forum~~ that itour ~~finds~~board ~~favorable~~of ~~for disputes with us or our~~ directors~~, employees,~~ ~~control persons, underwriters, or agents, which~~ may ~~discourage~~deem ~~lawsuits against us and our directors, employees, control persons, underwriters, or agents~~relevant. ~~Additionally~~Furthermore, ~~a court could determine that the exclusive forum provision is unenforceable, and~~ our ~~stockholders will~~ability ~~not be deemed~~ to ~~have~~declare ~~waived our compliance with the federal securities laws~~ and ~~the~~pay ~~rules~~dividends ~~and regulations thereunder. If a court~~may ~~were~~be tolimited ~~find~~by ~~these~~instruments ~~provisions~~governing offuture ~~our~~outstanding ~~bylaws~~indebtedness ~~inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings,~~ we may incur ~~additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition, or results of operations~~.

~~Item 1B.~~FINRA ~~Unresolved~~sales ~~Staff~~practice requirements ~~Comments~~may limit your ability to buy and sell our common stock, which could depress the price of our shares.

~~None~~FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements may make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit an investor’s ability to buy and sell our shares, have an adverse effect on the market for our shares and, thereby, depress their market prices.

~~Item~~ Provisions ~~1C.~~in our ~~Cybersecurity~~corporate charter documents and under Delaware law could make an acquisition of our company, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.

WeProvisions ~~maintain~~in our corporate charter and our bylaws may discourage, delay or prevent a ~~cyber~~merger, ~~risk~~acquisition ~~management~~or ~~protocol~~other ~~designed~~change in control of our company that stockholders tomay ~~identify~~consider favorable, ~~assess~~including transactions in which you might otherwise receive a premium for your shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, ~~manage~~thereby depressing the market price of our common stock. In addition, ~~mitigate~~because our board of directors is responsible for appointing the members of our management team, these ~~and~~provisions ~~respond~~may frustrate or prevent any attempts by our stockholders to ~~cybersecurity~~replace ~~threats~~or remove our current management by making it more difficult for stockholders to replace members of our board of directors. Among other things included in these provisions:

The underlying processes and controls of our cyber risk management protocol incorporate recognized best practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”). We have undertaken an assessment of our networking risk management processes and controls to identify, quantify, and categorize material risks. In addition, we have developed a risk mitigation plan to address such risks, and where necessary, remediate potential vulnerabilities identified through the annual assessment process.41

In● ~~addition~~our board of directors is divided into three classes, weone ~~maintain~~class ~~policies~~of ~~over~~which ~~areas~~is ~~such as~~elected ~~information~~each ~~security~~year by our stockholders with the directors in each class to serve for a three-year term; ● the authorized number of directors can be changed only by resolution of our board of directors; ● directors may be removed only by the affirmative vote of the holders of at least sixty percent (60%) of our voting stock, ~~access~~whether onfor cause or without cause; ● our bylaws may be amended or repealed by our board of directors or by the affirmative vote of sixty-six and two-thirds percent (66 2/~~offboarding~~3%) of our stockholders; ● stockholders may not call special meetings of the stockholders or fill vacancies on the board of directors; ● our board of directors will be authorized to issue, ~~and~~without ~~access~~stockholder approval, preferred stock, the rights of which will be determined at the discretion of the board of directors and ~~account~~that, ~~management~~if issued, tocould ~~help~~operate ~~govern~~as a “poison pill” to dilute the ~~processes~~stock ~~put~~ownership inof ~~place~~a bypotential ~~management designed~~hostile acquirer to ~~protect~~prevent an acquisition that our ITboard ~~assets,~~of ~~data,~~directors ~~and~~does ~~services~~not ~~from~~approve; ~~threats~~● our stockholders do not have cumulative voting rights, and ~~vulnerabilities.~~therefore Weour ~~consult~~stockholders ~~with~~holding a ~~third-party~~majority ~~specialist~~of ~~with regard~~the shares of common stock outstanding will be able to ~~our~~elect ~~cyber~~all ~~risk~~of ~~management~~our ~~processes~~directors; and ~~controls~~● our stockholders must comply with advance notice provisions to bring business before or nominate directors for election at a stockholder meeting.

52Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner.

Our ~~management~~Certificate ~~team~~of Incorporation isprovides ~~responsible~~that ~~for~~the ~~oversight~~Court ~~and administration~~of Chancery of ~~our~~the ~~cyber~~State ~~risk~~of ~~management~~Delaware ~~protocol,~~will ~~and~~be the exclusive forum for ~~informing~~certain ~~senior~~types ~~management~~of ~~and~~state ~~other~~actions that ~~relevant~~may ~~stakeholders~~be ~~regarding~~initiated ~~the prevention,~~by ~~detection,~~our ~~mitigation~~stockholders, ~~and~~which ~~remediation~~could oflimit ~~cybersecurity~~our ~~incidents.~~stockholders’ ~~Our~~ability ~~Audit~~to ~~Committee~~obtain ~~also~~a ~~provides~~favorable ~~oversight~~judicial offorum ~~risks from~~for ~~cybersecurity~~disputes ~~threats~~with us or our directors, officers, or employees.

AsOur ~~part~~Certificate of ~~its~~Incorporation provides ~~review~~that, unless we consent to the selection of an alternative forum, the ~~adequacy~~Court of ~~our~~Chancery ~~system~~ of ~~internal~~the ~~controls~~State ~~over~~of ~~financial~~Delaware ~~reporting~~is ~~and~~the ~~disclosure~~exclusive forum ~~controls~~for ~~and~~(i) ~~procedures~~any derivative action or proceeding brought on behalf of us, ~~the~~(ii) ~~Audit~~any ~~Committee~~action isasserting ~~specifically~~a ~~responsible~~claim of breach of a fiduciary ~~for~~duty ~~reviewing~~owed ~~the~~by ~~adequacy~~any of our ~~computerized~~directors, ~~information~~officers, ~~system~~or ~~controls~~other ~~and~~employees ~~security~~to ~~related~~us ~~thereof.~~or ~~The~~our ~~cybersecurity stakeholders~~stockholders, ~~including~~ ~~member~~(siii) any action arising pursuant to any provision of ~~management~~the ~~assigned~~DGCL ~~with~~or ~~cybersecurity~~our ~~oversight~~certificate ~~responsibility~~of ~~and/~~incorporation or ~~third-party~~bylaws ~~consultants~~(as ~~providing~~either ~~cyber risk~~may ~~services~~be amended from time to time), ~~brief~~or (iv) any action asserting a claim governed by the ~~Audit~~internal ~~Committee~~affairs ondoctrine. ~~cyber~~The ~~vulnerabilities~~exclusive ~~identified~~forum ~~through~~provision ~~the~~does ~~risk~~not ~~management~~apply ~~process,~~to ~~the~~suits ~~effectiveness~~brought ofto enforce any liability ~~our~~or ~~cyber~~duty ~~risk~~created ~~management~~by ~~program,~~the ~~and~~Securities Act or the ~~emerging~~Exchange ~~threat~~Act ~~landscape~~or ~~and~~any ~~new~~other ~~cyber~~claim ~~risks~~for onwhich atthe ~~least~~federal ancourts ~~annual~~have ~~basis~~exclusive jurisdiction. To Inthe ~~addition~~extent that any such claims may be based upon federal law claims, ~~cybersecurity~~Section 27 of the Exchange Act creates exclusive federal jurisdiction ~~risks~~over ~~are~~all ~~reviewed~~suits brought to enforce any duty or liability created by ~~our~~the ~~Board~~Exchange ofAct ~~Directors~~or atthe ~~least~~rules ~~annually,~~and asregulations ~~part~~thereunder. Furthermore, Section 22 of the ~~Company’s~~Securities ~~corporate~~Act ~~risk~~creates ~~oversight~~concurrent ~~processes~~jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

WeThese ~~face~~exclusive-forum ~~risks~~provisions may ~~from~~limit ~~cybersecurity~~a ~~threats~~stockholder’s ~~that~~ability ~~could have~~to bring a ~~material~~claim ~~adverse~~in ~~effect~~a onjudicial ~~our~~forum ~~business,~~that ~~financial~~it ~~condition,~~finds ~~results~~favorable offor ~~operations,~~disputes ~~cash~~with ~~flows~~us or ~~reputation.~~our ~~We acknowledge that~~directors, ~~the~~employees, ~~risk~~control ofpersons, ~~cyber~~underwriters, ~~incidents~~or isagents, ~~prevalent~~which inmay ~~the~~discourage ~~current~~lawsuits ~~threat~~against ~~landscape~~us and ~~that~~our adirectors, ~~future~~employees, ~~cyber~~control ~~incident may occur in the normal course~~persons, ofunderwriters, ~~its~~or ~~business~~agents. ~~To date~~Additionally, ~~we have not had~~ a ~~cybersecurity~~court ~~incident.~~could Wedetermine ~~proactively~~that ~~seek~~the toexclusive ~~detect~~forum ~~and~~provision ~~investigate~~is ~~unauthorized~~unenforceable, ~~attempts~~ and ~~attacks against~~ our ITstockholders will ~~assets,~~not ~~data,~~be ~~and~~deemed ~~services, and~~ to ~~prevent~~have ~~their~~waived ~~occurrence~~our ~~and~~compliance ~~recurrence~~with ~~where~~the ~~practicable~~federal ~~through~~securities ~~changes or~~laws ~~updates~~and tothe ~~internal~~rules ~~processes~~ and ~~tools~~regulations ~~and~~thereunder. ~~changes~~If ora ~~updates~~court were to ~~service~~find ~~delivery;~~these ~~however,~~provisions ~~potential~~of ~~vulnerabilities~~our tobylaws ~~known~~inapplicable to, or ~~unknown~~ ~~threats~~unenforceable ~~will~~in ~~remain.~~respect ~~Further~~of, ~~there~~one isor ~~increasing~~more ~~regulation~~of ~~regarding~~the ~~responses~~specified totypes ~~cybersecurity~~of ~~incidents, including reporting~~actions toor ~~regulators~~proceedings, ~~investors,~~we ~~and~~may incur additional ~~stakeholders,~~costs ~~which~~associated ~~could~~with ~~subject~~resolving ussuch tomatters ~~additional~~in ~~liability~~other ~~and~~jurisdictions, ~~reputational~~which ~~harm.~~could ~~See~~adversely ~~Item~~affect ~~1A.~~our ~~“Risk~~business, ~~Factors”~~financial ~~for~~condition, ~~more~~or ~~information~~results onof ~~cybersecurity risks~~operations.

~~Item 2. Properties.~~42

~~The~~Item ~~Company leases its office and production facilities, located at 3101 S US-1, Fort Pierce, Florida from Visconti Holdings, LLC~~1B. ~~Visconti~~Unresolved ~~Holdings,~~Staff ~~LLC is a single member LLC that holds the ownership of the property, and its sole member is Joseph C Visconti, our CEO~~Comments. We entered into the lease on January 1, 2020, which, as amended January 1, 2021, provided for an initial term of five years and one additional five-year term at the option of the Company. The current base rent payment is $36,465 per month including property taxes and the lease required a $25,000 security deposit. The base rent increases five percent (5%) on the anniversary of each annual term. We have engaged in several building capacity expansion and improvement projects during the last year.

53None.

Item 3 1C. ~~Legal Proceedings~~Cybersecurity.

~~From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business.~~ We ~~are~~maintain ~~not presently~~ a ~~party~~cyber torisk ~~any~~management ~~legal~~protocol ~~proceedings~~designed ~~that, if determined adversely~~ to usidentify, ~~would individually or taken together have a material adverse effect on our business~~assess, ~~operating results~~manage, ~~financial~~ ~~condition or cash flows. Regardless of the outcome~~mitigate, ~~litigation can have an adverse impact on us because of defense~~ and ~~settlement costs,~~respond ~~diversion~~to ofcybersecurity ~~management resources and other factors~~threats.

OnThe ~~March~~underlying ~~10,~~processes ~~2025, shareholders Nabeel Youseph~~ and ~~Marisa~~ ~~Hardyal-Youseph~~controls ~~(“Plaintiffs”), who are former holders~~ of ~~common~~our ~~stock of Forza X1, Inc. (“Forza”), commenced~~cyber anrisk ~~action~~management inprotocol ~~the~~incorporate ~~Chancery~~recognized ~~Court~~best ofpractices ~~the~~and ~~State~~standards offor ~~Delaware,~~cybersecurity ~~captioned~~and ~~Youseph,~~information ~~et al. v. Visconti~~technology, etincluding ~~al., Case No. 2025-0262, by filing~~the aNational ~~putative~~Institute ~~class~~of ~~action~~Standards ~~complaint~~and ~~(the~~Technology (“~~Complaint~~NIST”) ~~against~~Cybersecurity ~~Defendants~~Framework ~~Joseph Visconti, Kevin Schuyler, Neil Ross, Twin Vee Powercats Co. and Twin Vee Powercats, Inc.~~ (~~collectively,~~ “~~Defendants~~CSF”),. ~~related~~We tohave ~~Forza’s~~undertaken ~~merger with us seeking~~ an ~~unspecified~~assessment ~~award~~ of ~~damages,~~our ~~plus~~networking ~~interest,~~risk ~~costs,~~management processes and ~~attorneys’~~controls ~~fees.~~to ~~Plaintiffs’ Complaint asserts claims (1) against Defendants for breach of fiduciary duty in their capacities as controlling shareholders of Forza~~identify, ~~(2) against Messrs. Visconti~~quantify, ~~Schuyler,~~ and ~~Ross~~categorize ~~for~~material ~~breach of fiduciary duty in their capacities as directors of Forza, and (3) against Mr~~risks. ~~Visconti~~In ~~for breach of fiduciary~~addition, ~~duty~~we inhave ~~his~~developed ~~capacity~~a asrisk anmitigation ~~officer~~plan ~~of Forza. Defendants intend~~ to ~~vigorously~~address ~~defending~~such ~~against~~risks, ~~the~~and ~~claims.~~where ~~At this time~~necessary, ~~the~~remediate ~~Company~~potential ~~is unable~~vulnerabilities toidentified ~~estimate~~ through the ~~ultimate~~annual ~~outcome~~assessment ~~of this matter~~process.

~~Item 4~~In addition, we maintain policies over areas such as information security, access on/offboarding, and access and account management, to help govern the processes put in place by management designed to protect our IT assets, data, and services from threats and vulnerabilities. ~~Mine~~We ~~Safety~~consult ~~Disclosures~~with a third-party specialist with regard to our cyber risk management processes and controls.

~~Not~~Our ~~applicable~~management team is responsible for oversight and administration of our cyber risk management protocol, and for informing senior management and other relevant stakeholders regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents. Our Audit Committee also provides oversight of risks from cybersecurity threats.

~~PART~~As IIpart of its review of the adequacy of our system of internal controls over financial reporting and disclosure controls and procedures, the Audit Committee is specifically responsible for reviewing the adequacy of our computerized information system controls and security related thereof. The cybersecurity stakeholders, including member(s) of management assigned with cybersecurity oversight responsibility and/or third-party consultants providing cyber risk services, brief the Audit Committee on cyber vulnerabilities identified through the risk management process, the effectiveness of our cyber risk management program, and the emerging threat landscape and new cyber risks on at least an annual basis. In addition, cybersecurity risks are reviewed by our Board of Directors at least annually, as part of the Company’s corporate risk oversight processes.

~~Item 5.~~We ~~Market~~face ~~for~~risks ~~Registrant’s~~from ~~Common~~cybersecurity ~~Equity~~threats that could have a material adverse effect on our business, ~~Related~~financial condition, results of operations, cash flows or reputation. We acknowledge that ~~Stockholder~~the ~~Matters~~risk of cyber incidents is prevalent in the current threat landscape and ~~Issuer~~that ~~Purchases~~a future cyber incident may occur in the normal course of ~~Equity~~its ~~Securities~~business. To date, we have not had a material cybersecurity incident. We proactively seek to detect and investigate unauthorized attempts and attacks against our IT assets, data, and services, and to prevent their occurrence and recurrence where practicable through changes or updates to internal processes and tools and changes or updates to service delivery; however, potential vulnerabilities to known or unknown threats will remain. Further, there is increasing regulation regarding responses to cybersecurity incidents, including reporting to regulators, investors, and additional stakeholders, which could subject us to additional liability and reputational harm. See Item 1A. “Risk Factors” for more information on cybersecurity risks.

~~Market~~Item ~~Information~~2. Properties.

~~Our~~The ~~common~~Company ~~stock~~leases ~~has~~its ~~traded~~office onand ~~the~~production ~~Nasdaq~~facilities, located ~~Stock~~at ~~Market LLC~~3101 ~~under~~S ~~the~~US-1, ~~symbol~~Fort ~~“VEEE”~~Pierce, ~~since~~Florida ~~July~~from 21Visconti Holdings, ~~2021~~LLC. ~~The~~Visconti ~~last~~Holdings, ~~price~~LLC is a single member LLC that holds the ownership of the property, and its sole member is Joseph C Visconti, our ~~common~~CEO. ~~stock as~~We ~~reported~~entered into the lease on January 1, 2020, which, as amended January 1, 2021, provided for an initial term of five years and one additional five-year term at the ~~Nasdaq~~option ~~Capital~~of ~~Market~~the ~~LLC~~Company. The Lease Agreement was amended on ~~March~~December 1731, 2025 and was $0converted to a month-to-month tenancy while the parties negotiate a subsequent lease agreement.40 During the month-to-month tenancy, the Company pays Visconti Holdings, LLC $36,456 per ~~share~~month plus applicable sales and use tax, which is currently 6.5% in St. Lucie County, Florida.

~~Stockholders~~43

WeItem ~~have two classes of stock, undesignated preferred stock and $0~~3.~~001~~ ~~par~~Legal ~~value common stock~~Proceedings. No shares of preferred stock have been issued or are outstanding. As of March 17, 2025, we had 274 common stock stockholders of record. The number of holders of record is based on the actual number of holders registered on the books of our transfer agent and does not reflect holders of shares in “street name” or persons, partnerships, associations, corporations or other entities identified in security position listings maintained by depository trust companies.

54From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

~~Dividend~~On ~~Policy~~March 10, 2025, shareholders Nabeel Youseph and Marisa Hardyal-Youseph (“Plaintiffs”), who are former holders of common stock of Forza X1, Inc. (“Forza”), commenced an action in the Court of Chancery in the State of Delaware, captioned Youseph, et al. v. Visconti, et al., Case No. 2025-0262, by filing a putative class action complaint (the “Complaint”) against Defendants Joseph Visconti, Kevin Schuyler, Neil Ross, Twin Vee PowerCats Co. and Twin Vee PowerCats, Inc. (collectively, “Defendants”), related to Forza’s merger with Twin Vee seeking an unspecified award of damages, plus interest, costs, and attorneys’ fees. Plaintiffs’ Complaint asserts claims (1) against Defendants for breach of fiduciary duty in their capacities as controlling shareholders of Forza, (2) against Messrs. Visconti, Schuyler, and Ross for breach of fiduciary duty in their capacities as directors of Forza, and (3) against Mr. Visconti for breach of fiduciary duty in his capacity as an officer of Forza. Defendants deny the allegations and intend to vigorously defend against the claims. At this time, as the matter is in the pleadings stage, the Company is unable to estimate or project the ultimate outcome of this matter.

WeItem ~~did not pay a cash dividend during the 2024 or 2023 fiscal years~~4. WeMine ~~presently~~Safety intend to retain our earnings, if any, to finance the development and growth of our business and operations and do not anticipate declaring or paying cash dividends on our common stock in the foreseeable futureDisclosures. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our operating results, financial condition, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.

~~Transfer~~Not ~~Agent and Registrar~~applicable

~~The transfer agent and registrar for our common stock is Interwest Transfer Company, Inc. (also known as Direct Transfer LLC).~~44

~~Performance~~PART ~~Graph and Purchases of Equity Securities~~II

~~Use~~Market ~~of Proceeds~~Information

OnOur ~~July~~common ~~23,~~stock ~~2021,~~has wetraded ~~closed~~on ~~our~~the ~~initial~~Nasdaq ~~public~~Stock ~~offering~~Market ~~pursuant~~LLC tounder ~~which~~the wesymbol ~~offered~~“VEEE” ~~and~~since ~~sold~~July 321,~~000,000~~ ~~shares~~2021. ofThe ~~our~~last ~~common stock at an offering~~ price of ~~$6.00 per share (for aggregate gross proceeds of $18,000,000), pursuant to~~ our ~~Registration~~common ~~Statement on Form S-1 (~~stock as ~~amended)~~reported ~~(File No. 333-255134), which was declared effective by the SEC~~ on ~~July 20, 2021, as amended by~~ the ~~Registration~~Nasdaq ~~Statement~~Capital onMarket ~~Form~~LLC ~~S-1 MEF (File No. 333-258058) filed with the SEC~~ on ~~July 20~~February 25, ~~2021~~2026 ~~and~~was ~~effective as of the date of filing~~$0.44 ~~All~~per ~~proceeds have been applied as planned and disclosed in the registration statements~~share.

~~Recent Sale of Unregistered Securities~~Stockholders

We ~~did~~have ~~not~~two ~~sell~~classes of stock, undesignated preferred ~~any~~stock ~~equity~~and ~~securities~~$0.001 ~~during~~par ~~the~~value ~~years~~common ~~ended~~stock. ~~December~~No 31shares of preferred stock have been issued or are outstanding. As of February 25, ~~2024~~2026, ~~and~~we had ~~2023~~186 incommon ~~transactions~~stock ~~that~~stockholders ~~were~~of ~~not~~record. The number of holders of record is based on the actual number of holders registered ~~under~~on the ~~Securities~~books of our transfer agent and does not reflect holders of shares in “street name” or ~~Act~~persons, ~~other~~partnerships, ~~than~~associations, ascorporations ~~disclosed~~or other entities identified in ~~our~~security ~~filings~~position ~~with~~listings ~~the~~maintained ~~SEC~~by depository trust companies.

~~Issuer~~Dividend ~~Purchases of Equity Securities~~Policy

~~There~~We ~~were~~did nonot ~~issuer~~pay ~~purchases~~a ofcash ~~equity~~dividend ~~securities~~ during the 2025 or 2024 fiscal years. ~~ended~~We ~~December~~presently 31intend to retain our earnings, ~~2024~~if any, to finance the development and ~~2023~~growth of our business and operations and do not anticipate declaring or paying cash dividends on our common stock in the foreseeable future. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our operating results, financial condition, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.

55Transfer Agent and Registrar

~~Equity~~The ~~Compensation~~transfer ~~Plan~~agent ~~Information~~and registrar for our common stock is Interwest Transfer Company, Inc. (also known as Direct Transfer LLC).

OnPerformance ~~April~~Graph ~~8, 2021, our board of directors~~ and ~~our~~Purchases ~~stockholders approved the Twin Vee PowerCats Co. 2021 Stock Incentive Plan, as amended and restated on June 1, 2021 (the “2021 Plan”). The following table provides information, as~~ of ~~December~~Equity ~~31, 2024 with respect to options outstanding under the 2021 Plan.~~Securities

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Equity Compensation Plan Options*		Weighted- Average Exercise Price of Outstanding Equity Compensation Plan Options		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in the first column)(1)
Equity compensation plans approved by security holders (2)		2,223,711		2.82		948,089
Equity compensation plans not approved by security holders		—
Total		2,223,711		2.82		948,089

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

~~(1)~~Issuer ~~The~~Purchases ~~maximum number~~ of ~~shares~~Equity of common stock that may be issued under the 2021 Plan will automatically increase on January 1 of each calendar year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in a number of shares of common stock equal to 4.5% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year; provided, however that the board of directors may act prior to January 1 of a given calendar year to provide that the increase for such year will be a lesser number of shares of common stock. In addition, effective as of November 11, 2024, the 2021 Plan was amended to increase the number of shares of common stock available for issuance thereunder by 1,000,000 shares to 3,171,800 shares.Securities

~~(2)~~There ~~This~~were ~~table~~no ~~does~~issuer ~~not~~purchases ~~present~~of ~~information regarding~~ equity ~~awards~~securities during ~~under~~ the ~~Forza’s~~years ~~2022~~ended ~~Stock Incentive Plan (the “2022 Plan”) that were assumed by us in connection with the Merger. As of~~ December 31, ~~2024,~~2025 anand ~~additional 480,458 shares of our common stock were subject to options outstanding that were assumed in the Merger~~2024.

2021 Stock Incentive Plan

See “Executive Compensation and Director Compensation—Employee Benefit and Stock Plans—2021 Stock Incentive Plan” in Part III, Item 10 for a description of the Twin Vee PowerCats Co. 2021 Stock Incentive Plan.

Item 6. [Reserved].

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion, which focuses on our results of operations, contains forward-looking information and statements. Actual events or results may differ materially from those indicated or anticipated, as discussed in the section entitled “Forward Looking Statements.” The following discussion of our financial condition and results of operations should also be read in conjunction with our financial statements and notes to financial statements contained elsewhere in this Annual Report.

~~Company Overview~~45

WeCompany are a designer, manufacturer and marketer of recreational and commercial power catamaran boats. We believe our company has been an innovator in the recreational and commercial power catamaran industry. We currently have 19 gas-powered models in production ranging in size from our 22-foot monohull to our newly designed 40-foot offshore 400 GFX. Our twin-hull catamaran running surface, known as a symmetrical catamaran hull design, adds to the Twin Vee ride quality by reducing drag, increasing fuel efficiency, and offering users a stable riding boat. Additionally, we have launched the AquaSport line of monohull boats which are expected to appeal to first-time boat buyers,Overview

Twin Vee PowerCats Co. (“Twin Vee” “we”, “us” or the ~~freshwater~~“Company”) ~~market~~is a designer, manufacturer and ~~consumers~~marketer ~~that~~of ~~prefer~~recreational aand commercial power boats. We ~~monohull~~believe ~~boat~~our company, ~~increasing~~founded ~~our~~in ~~potential~~1996, ~~customer~~has ~~base~~been ~~across~~an innovator in the ~~nation~~recreational and ~~beyond~~commercial ~~the~~power catamaran ~~market~~industry. Our twin-hull catamaran running surface, known as a symmetrical catamaran hull design, adds to the Twin Vee ride quality by reducing drag, increasing fuel efficiency and offering users a stable riding boat. Twin Vee’s home base of operations in Fort Pierce, Florida is a 7.5-acre facility with several buildings totaling approximately 100,000 square feet, including a nearly complete 30,000 square foot expansion which began in mid-2024. We currently ~~employe~~ employ approximately 6570 ~~employees~~people.

Twin Vee products are marketed under two brands: Twin Vee for our catamarans, or dual hull vessels, and Bahama Boat Works for our “V”-hull boats. Consumers can use our boats for a wide range of recreational activities including fishing, diving and water skiing and commercial activities including transportation, eco tours, fishing and diving expeditions. We believe that the performance, quality and value of our boats position us to achieve our goal of increasing our market share and expanding the power-boat ~~catamaran boating~~ market. We currently primarily sell our boats through a ~~current~~ network of ~~43 independent~~17 independent boat dealers ~~in locations~~ across North America, Hawaii, and ~~the~~Australia ~~Caribbean~~ who resell our boats to the end user Twin Vee customers. We continue ~~recruiting~~ efforts ~~for~~to recruit high quality boat dealers to join our network and seek to establish new dealers and distributors domestically and internationally to to distribute our boats as we grow our production and introduce new models. Our boats are currently outfitted with gas-powered outboard ~~combustion~~ combustion engines. During 2024, Forza X1, Inc., our minority owned electric boat subsidiary determined to cease production of electric boats and on November 26, 2024, Forza X1, Inc. (“Forza”), was merged into Twin Vee Merger Sub, Inc., a wholly-owned subsidiary of Twin Vee (“Merger Sub”) and became a wholly owned subsidiary.

57Revenue from the sale of our boats accounted for nearly 100% of our net revenue in the third quarter of 2025 and for the fiscal year 2024. Our boats are manufactured in Fort Pierce, Florida. We believe our company has been an innovator in the recreational and commercial power boat industry. We currently have 12 Twin Vee models in or nearing production ranging in size from 24-foot to 40-foot, and 9 monohull (Bahama) models in or nearing production ranging in size from 22-foot to 41-foot. Revenues are also derived from the sale of short-term contracts to provide used boat listing services through Wizz Banger, Inc., which is recognized into revenues over the life of the contract.

During the ~~year~~2025 ~~ended~~and ~~December31,~~ 2024 fiscal years, we ~~experienced~~focused aour ~~dramatic~~efforts ~~decrease~~on inincreased ~~revenue.~~throughput ~~Our objectives have been to assist dealers with selling~~ through ~~field inventory, add new models like the GFX2 model line introduced in 2024, expand~~ our ~~dealer and distribution network~~facility, and ~~increase~~integrating ~~unit~~the ~~production~~new tomodels ~~fulfill~~from our ~~customer~~Bahama ~~and dealer~~Boats ~~orders.~~brand ~~The~~that ~~average~~we ~~selling price of our units increased by 19%, for the year ended December 31, 2024, to approximately $167,096.~~acquired ~~This~~in ~~is due to the higher proportion of larger Twin Vee models sold versus smaller Aquasport models~~2025.

~~Recent~~During ~~Developments~~the year ended December 31, 2025, two individual dealers each represented over 10% of our total sales and in the aggregate represented 27% of total sales. During the year ended December 31, 2024, three individual dealers represented over 10% of our total sales, and in the aggregate represented 40% of total sales.

~~Merger~~Recent Developments

OnFirst ~~November~~Amendment ~~26, 2024 (the “Closing Date”), pursuant~~ to the ~~terms~~License ofand ~~the~~Conditional ~~Merger~~Sale Agreement, ~~by and between us, Twin Vee Merger Sub, Inc. and Forza, Merger Sub was merged~~ with ~~and into Forza (the “Merger”), with Forza surviving the Merger as our wholly-owned subsidiary. At the~~Revver ~~effective time of the Merger~~Digital, (a) each outstanding share of common stock of Forza , par value $0.001 per share of Forza (the “Forza Common Stock”) (other than any shares held by Twin Vee) was converted into the right to receive 0.611666275 shares of Twin Vee common stock, par value $0.001 per share for an aggregate of 5,355,000 shares of our common stock (the “Twin Vee Common Stock”), (b) each outstanding Forza stock option, whether vested or unvested, that had not previously been exercised prior to such time was converted into an option to purchase 0.611666275 shares of Twin Vee Common Stock for each share of Forza Common Stock covered by such option, (c) each outstanding warrant to purchase shares of Forza Common Stock was assumed by Twin Vee and converted into a warrant to purchase 0.611666275 shares of Twin Vee Common Stock for each share of Forza Common Stock for which such warrant was exercisable for prior to the Effective Time, and (d) the 7,000,000 shares of Forza Common Stock held by Twin Vee were cancelled.LLC

~~The~~Effective ~~issuance~~July of14, ~~shares of~~2025, ~~Twin~~we ~~Vee~~and ~~Common~~our ~~Stock~~recently toformed, wholly owned subsidiary, Wizz Banger, Inc. (“Wizz Banger”), entered into a First Amendment (the “First ~~former~~Amendment”) ~~shareholders~~to ofthat ~~Forza~~certain ~~was~~license ~~registered~~and ~~under~~conditional sale agreement (the ~~Securities~~“License ~~Act~~and ofSale ~~1933~~Agreement”), entered into and effective as ~~amended~~of February 4, ~~pursuant~~2025, by and between us and Revver Digital, LLC, providing us with the right to aacquire ~~registration~~certain ~~statement~~intellectual onproperty ~~Form~~of ~~S-4~~OWM (~~File~~the ~~No.~~“OWM ~~333-281788~~Intellectual Property”) related to (a) the online marketplace, asadvertisement, ~~amended~~marketing, and ~~filed~~sale byservices ~~Twin~~of ~~Vee~~yachts, ~~with~~boats, and yacht and boat accessories and (b) arranging of loans, insurance, and warranty services related to yachts and boats under the ~~Securities~~brands “Yachts for Sale” and ~~Exchange~~“Boats ~~Commission~~for Sale” through the websites available at the domains (the “~~SEC~~Domains”) “yachtsforsale.com” and ~~declared~~“boatsforsale.com” ~~effective~~(the on“Business”). Pending ~~October~~the 10closing of the sale to us of the OWM Intellectual Property, ~~2024~~the License and Sale Agreement grants us a license to use and sublicense the OWM Intellectual Property to conduct the Business in consideration of: (a) the payment to OWM of a monthly revenue-sharing royalty (the “~~Registration~~Revenue-Sharing ~~Statement~~Royalty”). of six percent (6%) of the Aggregate Subscription Revenue (as defined in the License and Sale Agreement) of the Business;

At the effective time of the Merger, in accordance with the terms of the Merger Agreement, the size of Twin Vee’s board of directors (the “Board”) was set at five, Joseph Visconti, Preston Yarborough, Neil Ross and Kevin Schuyler remained as directors of Twin Vee and Marcia Kull was appointed as a director of Twin Vee. Effective as of the effective time of the Merger, Bard Rockenbach and James Melvin resigned as directors of Twin Vee and any committees thereof.46

58and (b) a credit to OWM of $500 per OWM dealer who lists boats or yachts on the Domains during such period (the “Dealer Storefront Credit”). On the date of the closing of the sale to us of the OWM Intellectual Property, the License and Sale Agreement provides that in consideration of the transfer of, and as a purchase price for, the OWM Intellectual Property, we will assume certain liabilities of OWM related to the Business and pay to OWM $5,000,000, less the aggregate amount of all Revenue-Sharing Royalties paid to OWM through such date and the aggregate amount of all Dealer Storefront Credits accrued for the benefit of OWM through such date.

~~Nasdaq~~The ~~Compliance~~First Amendment was entered into in order to (i) amend the definition of “Foreground Intellectual Property” (as defined therein), (ii) to clarify the respective rights of the parties thereunder, (iii) to assign the License and Sale Agreement to Wizz Banger, and (iv) to provide for a guaranty by us of Wizz Banger’s obligations and liabilities under the License and Sale Agreement, as amended, as provided therein and effect other amendments to the License and Sale Agreement as set forth therein.

OnBahama ~~November~~Boat 7,Works 2024, we received written notification from The Nasdaq Stock Market LLC (“Nasdaq”) granting our request for a 180-day extension to regain compliance with Nasdaq Listing Rule 5550(a)(2). Compliance may be achieved automatically and without further action if the closing bid price of our common stock is at or above $1.00 for a minimum of ten consecutive business days at any time prior to May 5, 2025, Nasdaq will notify us when it determines that we have regained compliance with the Minimum Bid Price Requirement and the matter will be closed.Acquisition

On ~~November~~June 115, ~~2024~~2025, we ~~held~~entered into an Asset Purchase Agreement (the ~~2024~~“Asset ~~Annual~~Purchase ~~Meeting.~~Agreement”), with Bahama Boat Works, LLC (“Bahama Boat Works”), Atpursuant to which we acquired various tangible and intangible assets (the ~~2024~~“Assets”) ~~Annual~~from ~~Meeting,~~Bahama ~~our~~Boat ~~stockholders~~Works’ ~~approved~~relating to the ~~issuance~~Bahama ofboat ~~shares~~brand (the “Bahama Boat Brand”). In accordance with the Asset Purchase Agreement, in consideration of ~~common~~the transferred ~~stock~~Assets towe ~~Forza~~paid ~~stockholders~~Bahama ~~pursuant~~Boat Works $100,000 and agreed to ~~the~~pay ~~terms~~up to $2,900,000 in additional contingent consideration based upon a percentage of the ~~Merger~~revenues ~~Agreement~~we ~~and~~receive anfrom ~~amendment~~future sales to ~~our~~customers ~~Certificate~~of new Bahama Boat Brand 31’, 35’, 37’, and 41’ boat models (the “Bahama Boat Revenues”). The Asset Purchase Agreement provides that Bahama Boat Works will receive 20% of ~~Incorporation~~the tofirst ~~effect~~$7,500,000 aof ~~reverse~~Bahama ~~stock~~Boat ~~split~~Revenues atwe areceive ~~ratio~~and ~~within~~10% of the ~~range~~Bahama Boat Revenues we receive in excess of $7,500,000 (but not exceeding $21,500,000) until such time as Bahama Boat Works has been paid an aggregate of ~~1-for-2~~$3,000,000 toby ~~1-for-20~~us from such sales.

~~Sale~~The Asset Purchase Agreement ~~with~~may ~~Revver~~be ~~Digital~~terminated by mutual written consent of the parties or by us, ~~LLC~~in our sole discretion, if we decide to discontinue further development, production, or commercialization of the Bahama Boat Brand product line before the balance of the contingent consideration due to Bahama Boat Works is paid. Upon any such termination, the parties may either seek to sell the Bahama Boat Brand and associated assets pursuant to a mechanism set forth in the Asset Purchase Agreement or we, in our sole discretion, may elect to return the Assets to Bahama Boat Works.

OnUnderwritten ~~February~~Public 4, 2025, we entered into an agreement (the “Sale Agreement”), effective February 4, 2025 (the “Effective Date”), with Revver Digital, LLC, a Delaware limited liability company and wholly owned subsidiary of One Water Marine Inc. (“OWM”), providing us with the right to acquire certain intellectual property of OWM (the “OWN Intellectual Property”) related to (a) the online marketplace, advertisement, marketing, and sale services of yachts, boats, and yacht and boat accessories and (b) arranging of loans, insurance, and warranty services related to yachts and boats under the brands “Yachts for Sale” and “Boats for Sale” through the websites available at the domains (the “Domains”) “yachtsforsale.com” and “boatsforsale.com” (the “Business”). Pending the closing of the sale to us of the OWN Intellectual Property, the Sale Agreement grants us a license to use and sublicense the OWN Intellectual Property to conduct the Business in consideration of: (a) the payment to OWM of a monthly revenue-sharing royalty (the “Revenue-Sharing Royalty”) of six percent (6%) of the Aggregate Subscription Revenue (as defined) of the Business; and (b) a credit to OWM of $500 per OWM dealer who lists boats or yachts on the Domains during such period (the “Dealer Storefront Credit”). On the date of the closing (the “Closing”) of the sale to us of the OWN Intellectual Property, the Sale Agreement provides that in consideration of the transfer of, and as a purchase price (the “Purchase Price”) for, the OWM Intellectual Property, we will assume certain liabilities of OWM related to the Business and pay to OWM $5,000,000 (the “Minimum Purchase Price”), less the aggregate amount of all Revenue-Sharing Royalties paid to OWM through such date and the aggregate amount of all Dealer Storefront Credits accrued for the benefit of OWM through such date (the “Remaining Purchase Price”).Offering

~~Financial~~On ~~Condition~~May 8, 2025, we entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity LLC, as representative of the several underwriters named therein (the “Representative”), pursuant to which we agreed to sell to the Representative in a firm commitment underwritten public offering (the “May 2025 Offering”) an aggregate of 750,000 shares (the “Shares”) of our common stock at the public offering price of $4.00 per share, resulting in gross proceeds of $3.0 million, before deducting underwriting discounts, commissions and offering expenses. The Shares were sold pursuant to an effective shelf registration statement on Form S-3 (File No. 333-266858) filed with the SEC under the Securities Act and declared effective by the Commission on August 24, 2022, a base prospectus, dated August 24, 2022, included in the Registration Statement at the time it originally became effective, and a prospectus supplement, dated May 8, 2025, filed with the Commission pursuant to Rule 424(b) under the Securities Act. Pursuant to the Underwriting Agreement, we also issued to designees of the Representative unregistered warrants to purchase up to 37,500 shares of our common stock, which equals 5% of the shares of common stock purchased in the May 2025 Offering. The May 2025 Offering closed on May 12, 2025. The net proceeds to us from the May 2025 Offering, after deducting the underwriting discount, the Representative’s fees and expenses and our estimated offering expenses, were $2,555,101.

We finished the year with revenue down 57% compared to the prior year. Our cash, cash equivalents, restricted cash and marketable securities were $7.7 million at December 31, 2024. Our property, plant, and equipment went up as we invested in additional boat molds for new model, equipment to support our increased production levels, and leasehold improvements to improve the quality of our products and new and expanded production facilities47

59Repurchase Request

~~Results~~On April 21, 2025, Northpoint Commercial Finance LLC (“Northpoint”) came into possession of ~~Operations~~certain Twin Vee and AquaSport inventory of United Marine and Storage LLC, a former dealer of our products. Northpoint requested that we take possession of and repurchase the inventory in accordance with the Repurchase Agreement that we previously entered into with Northpoint. During the second quarter, we sold five of the six repossessed boats, resulting in a net loss on the sale of approximately $14,875 after transportation, refurbishment, and commissions for the second quarter. During the third quarter, we paid our obligation to Northpoint for the one remaining repurchase obligation of $58,984 and are currently marketing this boat for sale. We expect to fully recover the amount of the repurchase obligation.

~~Comparison~~Nasdaq ~~of the Years Ended December 31, 2024 and 2023~~Compliance

On May 10, 2024, we received written notice from the Listing Qualifications Department of The ~~following~~Nasdaq ~~table~~Stock ~~provides~~Market ~~certain~~LLC ~~selected~~(“Nasdaq”) ~~financial~~notifying ~~information~~us that for the preceding 30 consecutive business days (March 28, 2024 through May 9, 2024), our common stock did not maintain a minimum closing bid price of $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2) (the ~~years~~“Minimum ~~presented:~~Bid Price Requirement”). We were provided 180 calendar days, or until November 6, 2024, to regain compliance. On November 7, 2024, we received written notification from Nasdaq granting our request for a 180-day extension to regain compliance with the Minimum Bid Price Requirement. Compliance would be achieved if the closing bid price of our common stock is at or above $1.00 for a minimum of ten consecutive business days at any time prior to May 5, 2025.

	Years Ended
	December 31,
	2024			2023			$ Change			% Change
Net sales	$	14,388,517		$	33,425,912		$	(19,037,395	)		(57	%)
Cost of products sold	$	15,139,942		$	30,159,024		$	(15,019,082	)		(50	%)
Gross profit	$	(751,425	)	$	3,266,888		$	(4,018,313	)		(123	%)
Operating expenses	$	13,800,344		$	15,254,187		$	(1,453,843	)		(10	%)
Loss from operations	$	(14,551,769	)	$	(11,987,299	)	$	(2,564,470	)		21	%
Other expense	$	(541,863	)	$	(2,205,103	)	$	1,663,240			(75	%)
Net loss	$	(14,009,906	)	$	(9,782,196	)	$	(4,227,710	)		43	%
Basic and dilutive income per share of common stock	$	(1.10	)	$	(0.76	)	$	(0.35	)		46	%
Weighted average number of shares of common stock outstanding		10,032,040			9,520,000

On April 4, 2025, we filed an amendment (the “Amendment”) to our Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split at a ratio of 1-for-10, effective as of 11:59 p.m. Eastern Time, on April 7, 2025 (the “Effective Time”), in order to regain compliance with the Minimum Bid Price Requirement. Our common stock began trading on a reverse split-adjusted basis on April 8, 2025 under the existing ticker symbol “VEEE.” Any share amounts and exercise or conversion prices in this report have been adjusted retrospectively for the Reverse Stock Split.

~~Net~~On ~~Sales~~April ~~and~~28, ~~Cost~~2025, ~~Sales~~we received a letter from Nasdaq stating that Nasdaq had determined that we now comply with the Minimum Bid Price Requirement.

~~Our~~Establishment ~~net sales decreased $19,037,395, or 57% to $14,388,517 for the year ended December 31, 2024 from $33,425,912 for the year ended December 31, 2023. The number~~ of ~~boats~~Strategic ~~sold~~Steering during fiscal year ended December 31, 2024 decreased 63% compared to the number of our boats sold during the fiscal year ended December 31, 2023. However, our average cost per unit increased approximately $27,000. The increase in average price per boat was due to the higher percentage of Twin Vee boats compared to Aquasport boats, which have generally lower prices than Twin Vee boats.Committee

60On January 6, 2026, we announced the formation of a strategic steering committee to focus on advancing autonomous marine technologies to address key challenges in unmanned maritime systems and help bridge gaps exposed in current defense and commercial autonomy efforts. The executive-level steering committee includes members of our board of directors and management team. Its primary focus is to explore, evaluate, and identify potential technology partners in the autonomous and AI space whose capabilities may complement Twin Vee’s marine design and manufacturing platform and to present such opportunities to our board of directors and management, as appropriate.

~~Gross~~Formation ~~Profit~~of Black Line Defense

~~Gross~~On ~~profits~~January ~~decreased~~22, ~~by $4~~2026,~~018,313,~~ orwe ~~123%~~formed toBlack Line Defense, a ~~negative~~wholly ~~$751,425~~owned ~~for~~subsidiary focused on the ~~year~~design ~~ended~~and ~~December~~manufacture ~~31,~~of ~~2024~~manned ~~from~~and $3autonomous maritime platforms for defense,~~266~~ security,~~888~~ ~~for~~and surveillance ~~the~~missions. ~~year~~Black ~~ended~~Line ~~December~~Defense ~~31,~~is ~~2023~~seeking to pursue opportunities with the U.S. ~~Gross~~Department ~~profit~~of asDefense, aHomeland ~~percentage~~Security, and ofallied ~~sales~~agencies, ~~for~~targeting government programs allocating billions of dollars toward small-craft fleets over the ~~year~~coming ~~ended~~years. ~~December~~The 31subsidiary aims to leverage Twin Vee’s existing vertically integrated manufacturing footprint, ~~2024~~including ~~and~~in-house ~~2023~~design, ~~was~~composite ~~negative~~lamination, CNC 5%tooling, wire-harness fabrication, rigging, quality control, and ~~positive~~scalable ~~10%~~production ~~respectively~~capacity. WeBlack ~~attribute~~Line ~~the~~Defense ~~decline~~is instructured ~~gross~~to ~~profit~~enter ~~percentage~~the togovernment ~~inefficiencies~~market inwith ~~production~~limited ~~resulting~~incremental ~~from~~capital ainvestment ~~significant~~while ~~drop~~offering incost-competitive, ~~demand~~rapidly indeployable ~~the~~vessel ~~marine~~solutions for ~~sector~~patrol, interdiction, logistics, and unmanned operations.

~~Total Operating Expenses~~48

~~Operating~~Appointment ~~expenses for the year ended December 31, 2024 and 2023 were $13,800,344 and $15,254,187, respectively, a decrease~~ of ~~$1,453,843~~Certain or 10%. As a percentage of revenues operating expenses were 96% compared to 46% in the prior year, largely due to the high fixed cost nature of our business on a 57% reduction in revenues partially offset by the benefit of significantly reduced spending at Forza throughout 2024. Operating expenses for the year ended December 31, 2024 included an impairment charge of $1,674,000 related to the impairment of the partially constructed Forza building based on an appraisal prior to the merger of Twin Vee and Forza. Before the impact of this charge, operating expenses for the year ended December 31, 2024 and 2023 were $12,126,344 and $15,254,187, respectively, a decrease of $3,127,843 or 21%. As a percentage of revenues, before the impact of the impairment charge, operating expenses were 84% compared to 46% in the prior year, largely due to the high fixed cost nature of our business on a 57% reduction in revenues partially offset by the benefit of significantly reduced spending at Forza throughout 2024.Officers

~~Selling~~On September 17, ~~general~~2025, ~~and~~our board ~~administrative~~of ~~expenses~~directors ~~decreased by~~appointed ~~approximately~~Scott ~~17%~~Searles to serve as Interim Chief Financial Officer, oreffective ~~$638~~immediately,~~538~~ while we undertake a search to ~~$3,095,868~~identify ~~for~~a ~~the~~permanent ~~year~~successor. ~~ended~~Mr. ~~December~~Searles 31terminated his employment as our Interim Chief Financial Officer in January 2026. On January 9, ~~2024~~2026, ~~compared~~Joseph toVisconti $3was appointed as Interim Chief Financial Officer,~~734~~ effective immediately,~~406~~ ~~for~~while ~~the~~we ~~year~~undertake ~~ended~~a ~~December~~search to identify ~~31,~~a ~~2023~~permanent successor.

~~Salaries~~Sale and wage-related expenses decreased by approximately 34%, or $2,566,622 to $4,906,819 for the year ended December 31, 2024, compared to $7,473,441 for the year ended December 31, 2023. This decline is primarily related to significant reductions in headcount at Forza, partially offset by $310,000 in special bonuses paid to certain executives upon the successful merger of ~~Twin~~North ~~Vee and Forza. Included in salaries and wages for the year ended December 31, 2024~~Carolina was a non-cash stock-based compensation expense of $1,202,474, which represented a decrease of $700,275 from the prior year, due primarily to the forfeiture of options following the departure of certain senior executives at both Twin Vee and Forza during 2024 partially offset by the addition of a new executive officer at Twin Vee and further issuances of options to existing employees. Also resulting from the reduction in headcount year over year were related reductions in the cost of benefits, primarily health insurance, holiday pay and 401K.Building

~~Professional~~On ~~fees~~September ~~increased by 34%~~26, ~~or $420~~2025,~~086~~ towe $1entered into a purchase and sale agreement with Highland Myco Holdings,~~669,474~~ LLC for the ~~year~~sale ~~ended~~of ~~December~~our ~~31,~~property ~~2024,~~located ~~compared~~at to100 $1College Drive,~~249~~ Marion,~~388~~ ~~for~~North ~~the~~Carolina, ~~year~~which ~~ended~~was ~~2023~~completed on October 31, 2025. ~~The~~We ~~increase~~received in$500,000 ~~professional~~as ~~fees~~a ~~related~~closing payment, with an additional $3,750,000 ~~primarily~~payable toin ~~the~~installments ~~merger~~of ~~between~~$500,000 ~~Twin~~plus ~~Vee~~accrued ~~and~~interest ~~Forza.~~at ~~Costs~~a ~~incurred~~rate ~~were~~of ~~for~~5% ~~legal~~on ~~representation~~October 31, ~~auditor~~2026, ~~consents~~$500,000 ~~fairness~~plus ~~opinions,~~accrued interest on April ~~appraisals~~30, ~~filings~~2027, and ~~the~~a ~~like~~balloon payment of $2,750,000 plus accrued interest on October 31, 2027.

61February 2026 Offering

~~Depreciation~~On ~~and~~February ~~amortization~~19, ~~expense~~2026, ~~for~~we ~~the~~entered ~~year~~into a placement ~~ended~~agency ~~December~~agreement ~~31,~~(the ~~2024~~“Placement ~~increased~~Agency byAgreement”) ~~29%~~with ThinkEquity LLC, oras ~~$391~~sole placement agent (the “Placement Agent”),~~834~~ pursuant to $1which we agreed to issue and sell directly to various investors in a best efforts public offering (the “February 2026 Offering”) an aggregate of 6,~~745~~383,~~217~~000 ~~for~~shares (the ~~year~~“Shares”) ~~ended~~of ~~December~~our ~~31,~~common ~~2024~~stock ~~compared~~at toa public offering price of $0.47 per share. The Shares were sold pursuant to a registration statement on Form S-1~~,353,383~~ ~~for~~(File No. 333-292661) relating to the securities filed with ~~year~~the ~~ended~~Securities ~~December~~and 31Exchange Commission (“SEC”) and became effective on February 13, ~~2023~~2026, and a prospectus, dated February 19, 2026. ~~This~~The ~~increase~~February is2026 ~~due~~Offering closed on February 23, 2026. The net proceeds to ~~significant~~us ~~investments~~from inthe ~~equipment~~February 2026 Offering, ~~leasehold~~after ~~improvements~~deducting the underwriting discount, the Representative’s fees and ~~boat~~expenses ~~molds~~and ~~that resulted~~our inestimated anoffering ~~increased~~expenses, ~~depreciation~~were ~~expense~~approximately $2,540,109.

~~Research~~Financial and development expenses for the year ended December 31, 2024, was $586,378 compared to $1,443,569, for the year ended December 31, 2023. This reduction was due to the discontinuance of the development of our electric propulsion system for Forza.Condition

~~Other~~We ~~income~~finished ~~decreased~~the byyear 75with revenue up 3%, orcompared $1to the prior year. Our cash,~~663,240~~ tocash ~~$541~~equivalents,~~863 for~~ ~~the~~and ~~year~~restricted ~~ended~~cash were $1.6 million at December 31, ~~2024,~~2025. ~~compared~~Our toproperty, $2plant,~~205,103~~ ~~for~~and equipment decreased as a result of the ~~year~~sale ~~ended~~of the North Carolina building, ~~2023.~~sale ~~The~~and ~~decrease~~disposition inof ~~other~~research ~~income~~and isdevelopment ~~primarily~~assets ~~the~~related ~~result~~to the offormer $1electric boat development activities,~~267,055~~ inand ~~Employee~~the ~~Retention~~termination ~~Credit~~of ~~income~~a ~~received~~long interm ~~2023,~~building ~~which~~and isequipment ~~not~~lease, ~~recurring~~partially offset by investments in ~~2024~~additional boat molds for new models, ~~and~~equipment ~~lower~~to ~~overall~~support ~~dividends~~our increased production levels, and ~~interest on~~leasehold ~~investments~~improvements ~~resulting~~to ~~from~~improve the quality ~~liquidation~~ of ~~investments~~our toproducts ~~fund~~and ~~operations~~new and ~~capital~~expanded ~~investments~~production facilities.

~~Net~~Results ~~Loss~~of Operations

~~Net~~Comparison ~~loss~~of ~~for~~ the ~~year~~Years ~~ended~~Ended December 31, ~~2024,~~2025 was $14,009,906, compared to $9,782,196 for the year ended December 31, 2023. 2024 was a challenging year with overall boat production down 63%, which worsened throughout the year. We managed both variable and ~~fixed operating costs, including reducing then shutting down the Forza research and development operation. The deleveraging of our fixed costs on such a low revenue base in~~ 2024 led to significant losses. We have decreased our head count significantly and continue to right-size the business for the current state of the economy, while keep our core strengths intact. Basic and dilutive loss per share of common stock increased for the year ended December 31, 2024 to ($1.10) compared to ($0.76) for the year ended December 31, 2023.

~~Liquidity~~The ~~and~~following ~~Capital~~table ~~Resources~~provides certain selected financial information for the years presented:

A primary source of funds for the year ended December 31, 2024 was net cash received from sales of our equity securities and those of Forza during prior fiscal years and revenue generated from operations. Our primary use of cash was related to funding the low-level revenue related cash losses from operations and capital improvements. Our priority over the next year is to grow our revenue base while managing working capital including improving inventory turns.

	Year Ended
	December 31,
	2025			2024			$ Change			% Change
Net sales	$	14,819,130		$	14,388,517		$	430,613			3.0	%
Cost of products sold (excluding depreciation & amortization)	$	13,562,025		$	15,139,942		$	(1,577,917	)		(10	%)
Gross income (loss)	$	1,257,105		$	(751,425	)	$	2,008,530			267	%
Operating expenses	$	10,038,404		$	13,800,344		$	(3,761,940	)		(27	%)
Loss from operations	$	(8,781,299	)	$	(14,551,769	)	$	5,770,470			40	%
Other income	$	174,026		$	541,863		$	(367,837	)		(68	%)
Net loss	$	(8,607,273	)	$	(14,009,906	)	$	5,402,633			(39	%)
Basic and dilutive loss per share of common stock	$	(4.37	)	$	(11.01	)	$	6.64			60	%
Weighted average number of shares of common stock outstanding		1,968,121			1,003,204

6249

~~The~~Net ~~following~~Sales ~~table provides selected financial data about us as of December 31, 2024~~ and ~~December~~Cost ~~31, 2023.~~Sales

	December 31,		December 31,
	2024		2023		Change			% Change
Cash and cash equivalents	$	7,491,123	$	16,497,703	$	(9,006,580	)		(54.6	%)
Restricted cash	$	215,117	$	257,530	$	(42,413	)		(16.5	%)
Current assets	$	10,419,141	$	26,646,318	$	(16,227,177	)		(60.9	%)
Current liabilities	$	3,747,990	$	4,216,345	$	(468,355	)		(11.1	%)
Working capital	$	6,671,151	$	22,429,973	$	(15,758,822	)		(70.3	%)

Our net sales increased $430,613, or 3% to $14,819,130 for the year ended December 31, 2025 from $14,388,517 for the year ended December 31, 2024. The Company sold 93 boats during fiscal year ended December 31, 2025, an increase of 7% compared to the 87 boats sold during the fiscal year ended December 31, 2024. The average price per unit decreased approximately $7,800 or 5%. The decrease in average price per boat was due primarily to the introduction of the 22’ BayCat in early 2025, which sold 15 units at an average selling price of below $100,000, and an overall lower average price per large boat sold during the year.

AsGross of December 31, 2024, we had sufficient cash and cash equivalents to meet ongoing expenses for at least twelve months from the date of the filing of this Annual Report. As of December 31, 2024, we had $7,706,240 of cash, cash equivalents, restricted cash and marketable securities, total current assets of $10,419,141, and total assets of $25,887,905. Our total liabilities were $6,671,055. Our total liabilities were comprised of current liabilities of $3,747,990, which included accounts payable and accrued liabilities of $3,009,331, contract liability of $80,000, finance lease liability of $221,929 and current portion of operating lease right of use liability of $436,730, and long-term liabilities of $2,923,065. As of December 31, 2023, we had $16,755,233 of cash, cash equivalents, restricted cash, $4,462,942 of marketable securities, total current assets of $26,646,318 and total assets of $39,846,713. Our total current liabilities were $4,216,345 and total liabilities of $7,797,098 which included long-term operating lease liabilities for the lease of our facility.Profit

WeGross ~~believe~~profits ~~that~~increased ~~our~~by ~~cash~~$2,008,530, ~~and~~or ~~cash~~267% ~~equivalents will~~to ~~provide~~$1,257,105 ~~sufficient~~in ~~resources~~2025 compared to ~~finance~~a ~~operations~~negative $751,425 for the ~~next~~year 12ended ~~months~~December 31, 2024. InGross ~~addition~~profit toas ~~cash,~~a ~~cash~~percentage ~~equivalents,~~of ~~restricted~~sales ~~cash~~for ~~and~~the ~~marketable~~year ~~securities~~ended December 31, we2025 ~~anticipate~~was ~~that~~8.5% wecompared ~~will~~to bea ~~able~~negative to5.2% ~~rely,~~for inthe ~~part,~~year onended ~~cash~~December ~~flows~~31, ~~from~~2024. ~~operations~~The increase in ~~order~~gross toprofit ~~meet~~ reflects our ~~liquidity and~~ongoing ~~capital~~efforts ~~expenditure~~to ~~needs~~reduce inour ~~the~~cost ~~next~~structure, ~~year.~~such Weas ~~also~~bringing ~~anticipate~~certain ~~the~~manufacturing ~~sale~~operations in-house, better utilization of our ERP ~~partially~~system ~~constructed~~and ~~McDowell,~~direct ~~North~~labor ~~Carolina~~leveraged ~~facility to~~against ~~generate~~higher ~~cash~~volumes.

63Total Operating Expenses

~~Cash~~Operating ~~Flow~~expenses for the year ended December 31, 2025 and 2024 were $10,038,404 and $13,800,344, respectively, a decrease of $3,761,940 or 27%. Operating expenses for the years ended December 31, 2025 and 2024 included an impairment charge of $418,416 and 1,674,000, respectively, related to the impairment of the partially constructed Forza building based on an appraisal prior to the merger of Twin Vee and Forza. Before the impact of this charge, operating expenses for the year ended December 31, 2025 and 2024 were $9,619,988 and $12,126,344, respectively, a decrease of $2,506,356 or 21%.

	Years Ended
	December 31,
	2024			2023			Change			% Change
Cash used in operating activities	$	(6,973,617	)	$	(6,934,773	)	$	(38,844	)		(1	%)
Cash used in investing activities	$	(1,861,632	)	$	(6,629,021	)	$	(4,767,389	)		(72	%)
Cash (used in) provided by financing activities	$	(213,744	)	$	6,818,020		$	(7,031,764	)		(103	%)
Cash at end of year	$	7,706,240		$	16,755,233		$	(9,048,993	)		(54	%)

Selling, general and administrative expenses decreased by approximately 19%, or $593,466 to $2,502,402 for the year ended December 31, 2025, compared to $3,095,868 for the year ended December 31, 2024.

~~Cash~~Salaries ~~Flow~~and wage-related expenses decreased by approximately 12%, or $581,471 to $4,325,348 for the year ended December 31, 2025, compared to $4,906,819 for the year ended December 31, 2024. This decline is primarily related to significant reductions in headcount at Forza, including a $759,765 decline in stock-based compensation partially offset by $422,844 in combined salaries and wages and stock-based compensation related to the development of Wizz Banger. Also resulting from ~~Operating~~the ~~Activities~~reduction in headcount year over year were related reductions in the cost of benefits, primarily health insurance, holiday pay and 401K.

~~For~~Professional ~~the~~fees ~~year~~decreased ~~ended~~by ~~December 31~~48%, ~~2024,~~or ~~net cash flows used in operating activities was~~ $6802,~~973,617~~384 ~~compared~~ to $6867,~~934,773~~090 ~~during~~for the year ended December 31, ~~2023.~~2025, Wecompared ~~have~~to ~~decreased net inventory levels by~~ $21,~~418~~669,~~098,~~474 ~~due~~for ~~to managing inventory as well as other working capital items to align with~~ the ~~significant~~year ~~reduction~~ended ~~in revenues and production in~~ 2024. ~~Our~~The ~~net~~decrease ~~loss~~in ~~was~~professional ~~$14,009,906,~~fees ~~decreased by non-cash expenses,~~ related primarily ~~due~~ to ~~stock-based~~the ~~compensation~~merger ofbetween ~~$1,177,140, depreciation~~Twin ~~and~~Vee ~~amortization of $1,745,217, impairment of property & equipment of $1,674,000, change of right-of-use asset~~ and ~~lease liabilities~~Forza ofduring ~~$464,304,~~2024. ~~and~~Costs ~~loss~~incurred onwere ~~disposal~~for oflegal ~~property & equipment of $172~~representation,~~684.~~ ~~For~~auditor ~~the year ended December 31~~consents, ~~2024, our accounts~~fairness ~~payable decreased $183~~opinions,~~947~~ ~~due to our decrease in inventory and production. For the year ended December 31~~appraisals, ~~2024,~~filings ~~our operating lease liabilities decreased $482,897~~ and ~~our~~other ~~accrued~~similar ~~liabilities decreased by $281,259~~costs.

~~Cash~~Depreciation ~~Flow~~and ~~from~~amortization ~~Investing~~expense ~~Activities~~for the year ended December 31, 2025 decreased by less than 1%, or $10,987 to $1,734,230 for the year ended December 31, 2025 compared to $1,745,217 for the year ended December 31, 2024. This decrease is due to significant investments in equipment, leasehold improvements and boat molds more than offset by the sale of Forza R&D equipment and the termination of a significant lease agreement for building and equipment.

~~During~~Research and development expenses for the year ended December 31, ~~2024~~2025, wewas ~~used~~ $~~1,861,632 for~~0 ~~investment activities,~~ compared to $6586,~~629~~379,~~021~~ ~~used~~for ~~during~~ the year ended December 31, ~~2023~~2025. WeThis ~~increased~~reduction ~~our~~was ~~property~~due ~~and~~to ~~equipment by~~the ~~$6,341,675,~~discontinuance ~~we sold marketable securities~~ of the ~~$4,462,942.~~development ~~The majority~~ of ~~the~~our ~~property~~electric ~~and~~propulsion ~~equipment~~system ~~purchased were molds~~ for ~~our boat production, for Twin Vee, and additions to facilities in both North Carolina and Ft~~Forza. ~~Pierce Florida.~~

~~Cash Flows from Financing Activities~~50

~~For~~Other ~~the~~income ~~year~~decreased ~~ended~~by ~~December 31~~68%, ~~2024,~~or ~~net cash used by financing activities was approximately~~ $~~213~~367,~~744~~839 ~~compared~~ to ~~net cash provided by financing activities of~~ $6174,~~818,020 for the year ended~~026 ~~December 31, 2023. The cash flow from financing activities~~ for the year ended December 31, ~~2024~~2025, ~~included~~compared ~~only~~to ~~finance~~$541,863 ~~lease payments while~~ for the year ended ~~December 31~~, ~~2023,~~2024. ~~cash~~The ~~provided~~decrease byin ~~finance~~other ~~activities~~income ~~was~~is primarily ~~from~~the ~~proceeds~~ result of ~~$6,996,015~~lower dividends and ~~deferred offering~~interest ~~cost~~on ofinvestments ~~$66,463~~resulting from athe ~~follow-on~~liquidation ~~underwritten~~of ~~public~~investments ~~offering~~to ~~for~~fund ~~Forza~~operations inand ~~June~~capital ~~2023~~investments.

64Net Loss

~~CRITICAL~~Net ~~ACCOUNTING~~loss ~~ESTIMATES~~for the year ended December 31, 2025, was $8,607,273, compared to $14,009,906 for the year ended December 31, 2024, an improvement of 39%. Both 2025 and 2024 were challenging years with overall boat production down from previous periods. We reduced both variable and fixed operating costs, including shutting down the Forza research and development operation. The deleveraging of our fixed costs on such a low revenue base led to continued losses. We have reduced our head count to match current production levels and continue to right-size the business for the current state of the economy, while keeping our core strengths intact. Basic and dilutive loss per share of common stock improved for the year ended December 31, 2025 to ($4.37) compared to ($11.01) for the year ended December 31, 2024.

WeLiquidity ~~believe that several accounting policies are important to understanding our historical~~ and ~~future~~Capital performance. We refer to these policies as “critical” because these specific areas generally require us to make judgments and estimates about matters that are uncertain at the time we make the estimate, and different estimates—which also would have been reasonable—could have been used, which would have resulted in different financial results.Resources

~~Our~~A ~~management’s~~primary ~~discussion~~source ~~and analysis~~ of ~~financial~~ ~~condition~~funds ~~and~~for ~~results~~the ofyear ~~operations~~ended ~~is based on our consolidated financial statements~~December 31, ~~which~~2025 ~~have~~was ~~been~~net ~~prepared~~cash inreceived ~~accordance with~~from ~~U.S.~~sales ~~GAAP. The preparation~~ of our ~~consolidated~~equity ~~financial~~securities ~~statements~~and ~~requires~~revenue usgenerated tofrom ~~make~~operations. ~~estimates~~Our ~~and~~primary ~~judgments~~use ~~that~~of ~~affect~~cash ~~the reported~~was ~~amounts~~related ofto ~~assets,~~funding ~~liabilities,~~the low-level revenue ~~and expenses and~~ related ~~disclosure~~cash-losses offrom ~~contingent~~operations ~~assets~~ and ~~liabilities~~capital improvements. OnOur anpriority ~~ongoing~~over ~~basis,~~the next year weis ~~evaluate~~to grow our ~~estimates~~revenue ~~based~~base onwhile ~~historical~~managing ~~experience~~working ~~and~~capital, ~~make~~including ~~various~~improving ~~assumptions,~~inventory turns.

~~which~~The ~~management~~following ~~believes~~table toprovides beselected ~~reasonable~~financial ~~under the~~data ~~circumstances, which form the basis for judgments~~ about ~~the~~us ~~carrying~~as ~~values~~ of ~~assets~~December ~~and~~31, ~~liabilities~~2025 ~~that~~and ~~are~~December ~~not~~31, ~~readily apparent from other sources~~2024. ~~Actual results may differ from these estimates under different assumptions or conditions.~~

The notes to our consolidated financial statements contained herein contain a summary of our significant accounting policies. We consider the following accounting policies critical to the understanding of the results of our operations:

	December 31,		December 31,
	2025		2024		Change			% Change
Cash and cash equivalents	$	1,431,578	$	7,491,123	$	(6,059,545	)		(81	)%
Restricted cash	$	215,117	$	215,117	$	—			—
Current assets	$	4,897,217	$	10,419,141	$	(5,521,924	)		(53	)%
Current liabilities	$	2,244,513	$	3,747,990	$	(1,503,477	)		(40	)%
Working capital	$	2,652,704	$	6,671,151	$	(4,018,447	)		(60	)%

~~Revenue~~We ~~Recognition~~do not have sufficient cash and cash equivalents to meet ongoing expenses for at least twelve months from the date of the filing of this Annual Report. As of December 31, 2025, we had $1,646,695 of cash, cash equivalents, restricted cash and marketable securities, total current assets of $4,897,217, and total assets of $16,234,369. Our total liabilities were $2,766,558. Our total liabilities were comprised of current liabilities of $2,244,513, which included accounts payable and accrued liabilities of $1,829,083, contract liability of $395,932, and finance lease liability of $19,498, and long-term liabilities of $522,045. As of December 31, 2024, we had $7,706,240 of cash, cash equivalents, restricted cash, and total current assets of $10,419,141 and total assets of $25,887,905. Our total current liabilities were $3,747,990 and total liabilities of $6,671,055 which included long-term operating lease liabilities for the lease of our facility.

~~The~~Going Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 which was adopted at the beginning of fiscal year 2018 using the modified retrospective method. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial.Concern

~~Payment~~For ~~received for~~ the ~~future~~year ~~sale~~ended ofDecember a31, ~~boat~~2025, towe incurred a ~~customer~~loss isfrom ~~recognized~~operations asof ~~a customer deposit~~$8,781,299 ~~which~~and isa ~~included~~net inloss ~~contract~~of ~~liabilities on the consolidated balance sheets~~$8,607,273. ~~Customer deposits~~As ~~are~~of ~~recognized~~December 31, as2025, ~~revenue~~we ~~when~~had ~~control~~accumulated ~~over~~deficits ~~promised~~of ~~goods~~$34,000,228. To isaddress ~~transferred~~these ~~to the customer.~~conditions:

Use of Estimates

	●	We have demonstrated improving recent recovery trends, with revenues and gross margins increasing compared to the prior year, however not to a level that yet supports a positive cash flow.

	●	As of December 31, 2025, we maintain a cash, cash equivalents and restricted cash balance exceeding $1.6 million.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States “U.S. GAAP” requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Included in those estimates are assumptions about allowances for inventory obsolescence, useful life of fixed assets, warranty reserves and bad-debt reserves.51

65● During the fourth quarter of 2025, we completed the sale of our Marion, North Carolina facility, generating $500,000 in cash in the fourth quarter of 2025, and expected cash payments of $500,000 in 2026 and $3,250,000 in 2027, plus interest at 5%. ● On February 19, 2026, the Company announced the pricing of a best-efforts public offering of 6,383,000 shares of common stock. Each share of common is being sold at a public offering price of $0.47 per share. Total gross proceeds from the offering, before deducting placement agent fees and other offering expenses, were approximately $3 million. The offering closed on February 23, 2026. ● Management continues to implement cost controls, operational improvements, and revenue initiatives to further strengthen our financial position.

~~Inventories~~Despite our ongoing efforts to mitigate these conditions, there can be no assurance that our expenses will not increase in future periods or that the cash generated from operations in future periods will be sufficient to satisfy our operating needs. If we need to raise additional capital to fund our continued operations, there can be no assurance that funding will be available on acceptable terms on a timely basis, or at all. The various ways that we could raise capital carry potential risks. Any additional sources of financing will likely involve the issuance of our equity securities, which will have a dilutive effect on our stockholders. Any debt financing, if available, may involve restrictive covenants that may impact our ability to conduct our business. If we do not succeed in raising additional funds on acceptable terms or at all, we may be unable to fill new orders and develop new products. As such, we cannot conclude that such plans will be effectively implemented within one year after the date that the financial statements included in this Report are filed with the SEC, and there is uncertainty regarding our ability to maintain liquidity sufficient to operate our business effectively, which raises substantial doubt about our ability to continue as a going concern. If we are unable to generate sufficient revenue from operations and/or raise capital when needed or on attractive terms, we be forced to delay, reduce or eliminate efforts to expand our dealer network or develop new models and may be forced to cease operations or liquidate assets.

~~Inventories~~Cash are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) method. Net realizable value is defined as sales price less cost of completion, disposable and transportation and a normal profit margin. Production costs, consisting of labor and overhead, are applied to ending finished goods inventories at a rate based on estimated production capacity. Excess production costs are charged to cost of products sold. Provisions have been made to reduce excess or obsolete inventories to their net realizable value.Flow

Impairment of Long-Lived Assets

	Years Ended
	December 31,
	2025			2024			Change		% Change
Cash used in operating activities	$	(6,878,557	)	$	(6,973,617	)	$	95,060		1	%
Cash used in investing activities	$	(1,590,634	)	$	(1,861,632	)	$	270,998		15	%
Cash provided by (used in) financing activities	$	2,409,646		$	(213,744	)	$	2,623,390		1,227	%

~~Management~~Cash ~~assesses~~Flow the recoverability of its long-lived assets when indicators of impairment are present. If such indicators are present, the recoverability of these assets is determined by comparing the undiscounted net cash flows estimated to result from ~~those~~Operating assets over the remaining life to the assets’ net carrying amounts. If the estimated undiscounted net cash flows are less than the net carrying amount, the assets would be adjusted to their fair value, based on appraisal or the present value of the undiscounted net cash flows.Activities

~~Product~~For ~~Warranty~~the ~~Costs~~year ended December 31, 2025, net cash flows used in operating activities was $6,878,557 compared to $6,973,617 during the year ended December 31, 2024. We have decreased net inventory levels by $24,019 and reduced our outstanding obligations to suppliers by $1,100,243. Our net loss was $8,607,273, decreased by non-cash expenses, primarily due to stock-based compensation of $303,133, depreciation and amortization of $1,734,230, impairment of property & equipment of $418,416, change of right-of-use asset and lease liabilities of $390,686, and loss on disposal of property & equipment and lease terminations of $190,918.

AsCash ~~required~~Flow byfrom ~~FASB~~Investing ~~ASC Topic 460, Guarantees, the Company is including the following disclosure applicable to its product warranties.~~Activities

~~The~~During ~~Company~~the ~~accrues~~year ~~for~~ended ~~warranty~~December ~~costs~~31, ~~based~~2025, onwe ~~the~~used $1,590,634 ~~expected~~for ~~material~~investment ~~and~~activities, ~~labor~~compared ~~costs~~ to ~~provide~~$1,861,632 ~~warranty~~used ~~replacement~~during ~~products.~~the ~~The~~year ~~methodology~~ended ~~used~~December in31, ~~determining~~2024. ~~the~~We ~~liability~~increased ~~for~~our ~~warranty~~property and equipment ~~cost~~by is$2,157,199 ~~based~~and ~~upon~~sold ~~historical~~certain ~~information~~property and ~~experience.~~equipment ~~The~~generating ~~Company’s~~cash ~~warranty~~proceeds ~~reserve~~of is$552,478. ~~calculated~~The asmajority of the ~~gross~~property ~~sales~~and ~~multiplied~~equipment bypurchased ~~the~~were ~~historical~~molds ~~warranty~~for ~~expense~~our ~~return~~boat ~~rate~~production, for Twin Vee, and additions to facilities in Ft. Pierce Florida.

~~Leases~~52

~~The~~Cash ~~Company~~Flows ~~adopted~~from ~~FASB~~Financing Accounting Standards Update (“ASU”) No. 2016-02, Leases (“Topic 842”), using the modified retrospective adoption method with an effective date of January 1, 2019. This standard requires all lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments.Activities

~~Under~~For ~~Topic~~the ~~842,~~year ~~the~~ended ~~Company~~December ~~applied~~31, a2025, ~~dual~~net ~~approach~~cash provided toby ~~all~~financing ~~leases~~activities ~~whereby~~was ~~the~~$2,409,646 ~~Company~~compared isto anet ~~lessee~~cash ~~and~~used ~~classifies~~in ~~leases~~financing asactivities ~~either~~of ~~finance~~$213,744 orfor ~~operating~~the ~~leases~~year ~~based~~ended onDecember ~~the~~31, ~~principle~~2024. The cash offlow ~~whether or~~from ~~not~~financing ~~the~~activities ~~lease~~for isthe ~~effectively~~year aended ~~financed~~December ~~purchase~~31, by2025 ~~the~~was ~~Company.~~primarily ~~Lease~~from ~~classification~~the isproceeds ~~evaluated~~from ata ~~the~~follow-on ~~inception~~underwritten public offering of ~~the~~Twin ~~lease~~Vee ~~agreement~~common stock.

~~Deferred~~CRITICAL ~~Income~~ACCOUNTING ~~Taxes~~POLICIES ~~and~~AND ~~Valuation Allowance~~ESTIMATES

~~The~~We ~~Company~~believe ~~accounts~~that ~~for~~several ~~income~~accounting ~~taxes~~policies ~~under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities~~ are ~~recognized for the~~important ~~future tax consequences attributable~~ to ~~differences~~understanding ~~between~~our ~~the~~historical ~~financial statements carrying amounts of existing assets~~ and ~~liabilities and~~future ~~their respective tax bases~~performance. ~~Deferred~~We ~~tax~~refer ~~assets~~to ~~and~~these ~~liabilities~~policies ~~are~~as ~~measured~~“critical” ~~using~~because ~~enacted~~these ~~tax~~specific ~~rates expected to apply to taxable~~areas ~~income~~generally inrequire ~~the~~us ~~years in which those temporary differences are expected~~ to bemake ~~recovered~~judgments ~~or settled. The effect on deferred tax assets~~ and ~~liabilities~~ ofestimates aabout ~~change~~matters inthat ~~tax~~are ~~rates~~uncertain isat ~~recognized~~the intime ~~income~~we inmake the ~~period~~estimate, ~~the~~and ~~enactment occurs. A valuation allowance is provided for~~different ~~certain~~estimates—which ~~deferred~~also ~~tax~~would ~~assets~~have ifbeen itreasonable—could ishave ~~more~~been ~~likely~~used, ~~than~~which ~~not~~would ~~that~~have ~~the~~resulted ~~Company~~in ~~will~~different ~~not~~financial ~~realize tax assets through future operations~~results.

~~Off-Balance~~Our ~~Sheet~~management’s ~~Arrangements~~discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and make various assumptions, which management believes to be reasonable under the circumstances, which form the basis for judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

WeThe ~~did~~notes ~~not~~to ~~have~~our ~~during~~consolidated ~~the~~financial ~~periods~~statements contained ~~presented,~~herein ~~and we~~contain doa ~~not~~summary ~~currently~~of ~~have~~our ~~any~~significant ~~off-balance~~accounting ~~sheet~~policies. ~~arrangements,~~We asconsider ~~defined~~the ~~under~~following ~~SEC~~accounting ~~rules.~~policies critical to the understanding of the results of our operations:

Revenue Recognition

The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 which was adopted at the beginning of fiscal year 2018 using the modified retrospective method. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial.

Payment received for the future sale of a boat to a customer is recognized as a customer deposit, which is included in contract liabilities on the consolidated balance sheets. Customer deposits are recognized as revenue when control over promised goods is transferred to the customer.

Use of Estimates

Inventories

Inventories are valued at the lower of cost and net realizable value, with cost determined using the weighted average cost method on a first-in first-out basis. Net realizable value is defined as sales price less cost of completion, disposable and transportation and a normal profit margin. Production costs, consisting of labor and overhead, are applied to ending finished goods inventories at a rate based on estimated production capacity. Excess production costs are charged to cost of products sold. Provisions have been made to reduce excess or obsolete inventories to their net realizable value.

Impairment of Long-Lived Assets

Management assesses the recoverability of its long-lived assets when indicators of impairment are present. If such indicators are present, the recoverability of these assets is determined by comparing the undiscounted net cash flows estimated to result from those assets over the remaining life to the assets’ net carrying amounts. If the estimated undiscounted net cash flows are less than the net carrying amount, the assets would be adjusted to their fair value, based on appraisal or the present value of the undiscounted net cash flows.

Product Warranty Costs

As required by FASB ASC Topic 460, Guarantees, the Company is including the following disclosure applicable to its product warranties.

The Company accrues for warranty costs based on the expected material and labor costs to provide warranty replacement products. The methodology used in determining the liability for warranty cost is based upon historical information and experience. The Company’s warranty reserve is calculated as the gross sales multiplied by the historical warranty expense return rate.

Deferred Income Taxes and Valuation Allowance

The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have any off-balance sheet arrangements, as defined under SEC rules.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

~~Not~~The ~~applicable~~Company ~~because~~is ~~we are~~ a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Item 8. Financial Statements and Supplementary Data.

6654

Twin Vee Powercats Co. and subsidiaries

CONSOLIDATED FINANCIAL STATEMENTS

Contents

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Stockholders’ Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to the Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and the Stockholders of

Twin Vee ~~Powercats~~PowerCats Co. and Subsidiaries

Fort Pierce, Florida

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Twin Vee ~~Powercats~~PowerCats Co. and Subsidiaries (the “Company”) as of December 31, ~~2024~~ 2025 and ~~2023~~2024, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the years ~~then~~in the two-year period ended, December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~ 2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the two years ~~then~~in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

~~Basis~~Substantial Doubt Regarding the Company’s ~~for~~Ability ~~Opinion~~to Continue as a Going Concern

~~These~~ The accompanying consolidated financial statements have ~~are~~been ~~the~~prepared ~~responsibility~~assuming ofthat the Company’s ~~management~~will continue as a going concern. ~~Our~~As ~~responsibility~~discussed isin Note 1 to ~~express~~the anconsolidated ~~opinion on~~financial statements, the Company’s ~~consolidated~~operating ~~financial~~loss, ~~statements~~negative ~~based~~cash onfrom ~~our~~operations ~~audits.~~and Weaccumulated ~~are~~deficit araise ~~public~~substantial ~~accounting~~doubt ~~firm~~about ~~registered~~its ~~with~~ability ~~the Public~~to ~~Company~~continue ~~Accounting~~as ~~Oversight~~a ~~Board~~going ~~(United~~concern. ~~States)~~Management’s ~~(PCAOB)~~evaluation ~~and~~of ~~are~~the ~~required~~events toand beconditions, ~~independent~~and ~~with~~management’s ~~respect~~plans toregarding ~~the~~those matters, ~~Company~~are inalso ~~accordance with~~described ~~the~~in UNote 1.S. ~~federal~~The ~~securities~~consolidated ~~laws~~financial ~~and~~statements ~~the~~do ~~applicable~~not ~~rules~~include ~~and~~any ~~regulations~~adjustments ofthat ~~the~~might ~~Securities~~result ~~and~~from ~~Exchange~~the outcome ~~Commission~~of ~~and~~this ~~the PCAOB~~uncertainty.

~~We conducted~~Basis our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for ~~the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.~~Opinion

~~Our audits~~These ~~included~~consolidated ~~performing~~financial ~~procedures~~statements toare ~~assess~~ the ~~risks~~ responsibility of ~~material misstatement of~~ the ~~consolidated~~Company’s ~~financial~~management. ~~statements,~~Our ~~whether due~~responsibility is to ~~error~~express oran ~~fraud,~~opinion ~~and~~on ~~performing~~the ~~procedures~~Company’s ~~that~~consolidated ~~respond~~financial tostatements based ~~those~~on ~~risks~~our audits. ~~Such~~We ~~procedures~~are ~~included examining, on~~ a ~~test~~public ~~basis,~~accounting ~~evidence regarding~~firm ~~the~~registered ~~amounts~~with ~~and disclosures in~~ the ~~consolidated~~Public ~~financial~~Company ~~statements.~~Accounting ~~Our~~Oversight ~~audits~~Board ~~also~~(United ~~included~~States) ~~evaluating~~(PCAOB) and ~~the~~are ~~accounting~~required ~~principles used~~to ~~and~~be ~~significant~~independent ~~estimates~~with ~~made~~respect byto ~~management,~~the asCompany ~~well~~in asaccordance ~~evaluating~~with the ~~overall~~U.S. ~~presentation~~federal ofsecurities ~~the~~laws ~~consolidated~~and ~~financial~~the ~~statements.~~applicable Werules ~~believe~~and ~~that~~regulations ~~our~~of ~~audits~~the ~~provide~~Securities aand ~~reasonable~~Exchange ~~basis~~Commission ~~for~~and ~~our~~the ~~opinion~~PCAOB.

~~GRASSI~~We &conducted COour audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, ~~CPAs~~whether due to error or fraud. The Company is not required to have, Pnor were we engaged to perform, an audit of its internal control over financial reporting.C As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

WeOur ~~have~~audits ~~served~~included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the ~~Company’s~~overall ~~auditor~~presentation ~~since~~of ~~2020~~the consolidated financial statements. We believe that our audits provides a reasonable basis for our opinion.

~~Jericho~~GRASSI & CO., ~~New~~CPAs, ~~York~~P.C.

~~March~~We ~~20,~~have ~~2025~~served as the Company’s auditor since 2020.

~~606~~Glastonbury, Connecticut

~~F-2~~February 27, 2026

~~TWIN VEE POWERCATS CO. AND SUBSIDIARIES~~606

~~CONSOLIDATED BALANCE SHEETS~~F-2

	December 31,			December 31,
	2024			2023
Assets
Current Assets
Cash and cash equivalents	$	7,491,123		$	16,497,703
Restricted cash		215,117			257,530
Accounts receivable		—			80,160
Marketable securities		—			4,462,942
Inventories, net		2,516,760			4,884,761
Prepaid expenses and other current assets		196,141			463,222
Total current assets		10,419,141			26,646,318
Property and equipment, net		15,037,798			12,293,988
Operating lease right of use asset, net		390,686			854,990
Security deposit		40,280			51,417
Total Assets	$	25,887,905		$	39,846,713
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	2,215,078		$	2,399,026
Accrued liabilities		794,253			1,075,512
Contract liabilities		80,000			44,195
Finance lease liabilities		221,929			214,715
Operating lease liabilities		436,730			482,897
Total current liabilities		3,747,990			4,216,345
Economic Injury Disaster Loan		499,900			499,900
Finance lease liabilities - noncurrent		2,423,165			2,644,123
Operating lease liabilities - noncurrent		—			436,730
Total Liabilities		6,671,055			7,797,098
Commitments and contingencies (Note 12)
Stockholders’ equity:
Preferred stock: 10,000,000 authorized; $0.001 par value; no shares issued and outstanding		—			—
Common stock: 50,000,000 authorized; $0.001 par value; 14,874,480 and 9,520,000 shares issued and outstanding at December 31, 2024 and 2023, respectively		14,874			9,520
Additional paid-in capital		44,594,930			37,848,657
Accumulated deficit		(25,392,955	)		(14,346,984	)
Equity attributed to stockholders of Twin Vee PowerCats Co, Inc.		19,216,849			23,511,193
Equity attributable to noncontrolling interests		—			8,538,422
Total stockholders’ equity		19,216,849			32,049,615
Total Liabilities and Stockholders’ Equity	$	25,887,905		$	39,846,713

TWIN VEE POWERCATS CO. AND SUBSIDIARIES

~~The~~CONSOLIDATED ~~accompanying~~BALANCE ~~notes are an integral part of these consolidated financial statements~~SHEETS

F-3


	December 31,		December 31,
	2025		2024

Assets
Current Assets
Cash and cash equivalents	$	1,431,578	$	7,491,123
Restricted cash		215,117		215,117
Inventories, net		2,492,741		2,516,760
Prepaid expenses and other current assets		227,781		196,141
Deferred offering expenses		30,000		—
Note receivable, current portion		500,000		—
Total current assets		4,897,217		10,419,141

Property and equipment, net		8,342,961		15,037,798
Operating lease right of use asset, net		—		390,686
Note receivable less current portion, net of discount		2,967,998		—
Security deposit		26,193		40,280
Total Assets	$	16,234,369	$	25,887,905

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	1,114,835	$	2,215,078
Accrued liabilities		714,248		794,253
Contract liabilities		395,932		80,000
Finance lease liabilities		19,498		221,929
Operating lease liabilities		—		436,730
Total current liabilities		2,244,513		3,747,990

Economic Injury Disaster Loan		499,900		499,900
Finance lease liabilities - noncurrent		22,145		2,423,165
Total Liabilities

Filing Compare · Twin Vee PowerCats, Co.