Twin Vee PowerCats Co.: Amends and restates merger agreement with USFM

What happened

• The company reported that on Oct 7, 2026 it and USFM Corporation, Twin Vee Holdco Inc. (Pubco), Merger Sub I and Merger Sub II entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”).
• Under the A&R Merger Agreement, Merger Sub I will merge into the company (the First Merger) and Merger Sub II will merge into USFM (the Second Merger). At the First Effective Time, each issued and outstanding share of the company will convert into the right to receive a pro rata portion of Pubco common stock representing 7% of Pubco’s issued and outstanding shares immediately after the Second Effective Time, calculated on a fully diluted basis. Company convertible securities will be accelerated, vested and converted into a pro rata portion of those consideration shares, and existing company warrants will be assumed and converted into corresponding Pubco warrants.

Key details

• Termination fees: USFM may owe the company $500,000 in certain termination scenarios; the company may owe USFM $800,000 in certain termination scenarios.
• Timing and conditions: the A&R Merger Agreement includes an “end date” of Dec 31, 2026 for certain purposes and requires stockholder approvals, an effective registration statement for Pubco, listing approval for the company consideration shares, a fairness opinion, completion of a pre-closing CVR restructuring, and other customary conditions.
• Pre-closing CVR restructuring: the company will form Twin Vee Bahama Group, Inc. (Assetco) and a Delaware contingent value rights trust (Trust), contribute substantially all company assets and liabilities (other than $700,000 cash and liabilities related to the Delaware Matter) to Assetco, transfer Assetco to the Trust, and distribute contingent value rights to existing company stockholders; the Trust will seek to sell the company assets after closing and net proceeds would accrue to existing company stockholders.
• Consulting agreement amendment: Michael P. Dickerson’s consulting agreement was amended effective Oct 1, 2026 to extend the term to the earlier of the closing or termination of the pending business combination or Dec 31, 2026, with possible extensions through Mar 31, 2027. A joint press release was issued on Oct 8, 2026.

Why it may matter

• Item 1.01: entry into a material definitive agreement (the A&R Merger Agreement) covering the proposed two-step merger with USFM and related conversion and restructuring terms.
• Item 5.02: amendment to a consulting agreement for Michael P. Dickerson.
• Item 7.01: Regulation FD disclosure via a joint press release.
• The filing does not explain why the insider acted or why the company entered into these agreements.