11/06/2024 | Press release | Distributed by Public on 11/06/2024 15:02
Item 8.01. Other Events.
On August 27, 2024, Twin Vee PowerCats Co., a Delaware corporation ("Twin Vee"), filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4, which contained a preliminary joint proxy statement of Twin Vee and Forza X1, Inc., a Delaware corporation ("Forza"), and a preliminary prospectus of Twin Vee, related to, among other things, Twin Vee's proposed merger (the "Merger") with Forza. Twin Vee subsequently filed, on October 11, 2024, a definitive joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus") with respect to, among other things, the Merger which Joint Proxy Statement/Prospectus has been mailed to Twin Vee and Forza stockholders.
On November 3, 2024, Twin Vee received a letter from legal counsel to a purported stockholder of Twin Vee concerning the Joint Proxy Statement/Prospectus. In discussions with counsel to the purported stockholder, counsel expressed its client's belief that the Joint Proxy Statement/Prospectus omits material information with respect to the Merger and demanded that Twin Vee make additional and supplemental disclosures regarding the valuation analyses performed by Twin Vee's financial advisor, Houlihan Capital, LLC ("Houlihan Capital") in support of its opinion regarding the fairness from a financial point of view, to Twin Vee's stockholders of the exchange ratio to be paid by Twin Vee in the Merger.
Twin Vee believes that the claims asserted by counsel to the purported stockholder are entirely without merit and that no further disclosure is required by applicable rule, statute, regulation or law beyond that already contained in the Joint Proxy Statement/Prospectus. However, to preclude and avoid the cost and distraction of a potential lawsuit regarding the sufficiency of the disclosures in the Joint Proxy Statement/Prospectus that may delay or otherwise adversely affect the approval of the Merger, Twin Vee has determined that it will voluntarily make certain supplemental disclosures to the Joint Proxy Statement/Prospectus related to the Merger Proposal set forth below (the "Supplemental Disclosures"). Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the Supplemental Disclosures set forth herein. To the contrary, Twin Vee specifically denies that any additional disclosure was or is required.
SUPPLEMENTAL DISCLOSURES TO JOINT PROXY STATEMENT/PROSPECTUS
The Supplemental Disclosures should be read in conjunction with the Joint Proxy Statement/Prospectus, which should be read in its entirety and is available free of charge on the SEC's website at www.sec.gov. Page number references below are to page numbers in the Joint Proxy Statement/Prospectus, and capitalized terms used but not defined herein have the meanings set forth in the Joint Proxy Statement/Prospectus. To the extent the information in the Supplemental Disclosures differs from or conflicts with the information contained in the Joint Proxy Statement/Prospectus, the information set forth in the Supplemental Disclosures shall be deemed to supersede the respective information in the Joint Proxy Statement/Prospectus.
The disclosure on pages 87-88 of the Joint Proxy Statement/Prospectus is hereby supplemented by amending and restating the section "Market Approach" as follows:
Market Approach
In determining the value of Forza, the following approaches were employed:
● | Market Approach applying the traded price and the 30-day VWAP |
Spot Price
Forza's price at close as of July 31, 2024, is $0.3102 per share. Multiplying the traded price by the number of common stock outstanding of 15,754,774 yields an indicated equity value of approximately $4.9 million.