As filed with the Securities and Exchange Commission on September 9, 2022

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TWIN VEE POWERCATS CO.
(Exact name of registrant as specified in its charter)

3101 S. U.S. Highway 1
Fort Pierce, Florida 34982
(772) 429-2525
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Joseph C. Visconti
Chief Executive Officer
Twin Vee PowerCats Co.
3101 S. U.S. Highway 1
Fort Pierce, Florida 34982
(772) 429-2525
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and the satisfaction or waiver of all other conditions to the closing of the merger of Twin Vee Powercats, Inc. and the Registrant as described in the Agreement and Plan of Merger dated as of September 8, 2022.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or 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.

If an emerging growth company, indicate by check mark if the registrant has elected not to us ethe extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7 (a)(2)(B) of the Securities Act. o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this Proxy Statement/Prospectus/Information Statement is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Proxy Statement/Prospectus/ Information Statement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 9, 2022

JOINT PROXY STATEMENT/PROSPECTUS.

YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Twin Vee PowerCats Co. and Twin Vee Powercats, Inc.:

Twin Vee PowerCats Co., a Delaware corporation, which we refer to as Twin Vee Co., and Twin Vee Powercats, Inc., a Florida corporation, which we refer to as Twin Vee Inc., have entered into a merger agreement dated September 8, 2022, or the merger agreement, which transaction is referred to as the merger, pursuant to which Twin Vee Inc. will merge with and into Twin Vee Co. Twin Vee Co. is a majority-owned subsidiary of Twin Vee Inc. Twin Vee Co. and Twin Vee Inc. believe that the merger will enhance stockholder value for both Twin Vee Co. and Twin Vee Inc. stockholders by (i) providing a method by which the Twin Vee Inc. stockholders can more directly share in the growth of Twin Vee Co. and (ii) enabling Twin Vee Co. to take advantage of the net operating loss carryforwards of Twin Vee Inc. and utilize them to offset the income of Twin Vee Co. Before we complete the merger, the stockholders of Twin Vee Co. and Twin Vee Inc. must approve and adopt the merger agreement. Twin Vee Co. stockholders will vote to approve and adopt the merger agreement and the other transactions and matters described below at an annual meeting of stockholders to be held on [___________], 2022. Twin Vee Inc. stockholders will vote to approve and adopt the merger agreement and the other transactions and matters described below at a special meeting of stockholders to be held on [___________], 2022.

Twin Vee Inc. currently owns 4,000,000 shares of common stock of Twin Vee Co. The holders of Twin Vee Inc. common stock will receive in the merger one share of Twin Vee Co. common stock in exchange for 41.7128495 shares of Twin Vee Inc. common stock they own, or the exchange ratio, for a maximum of 4,000,000 shares of Twin Vee Co. common stock (no fractional shares of Twin Vee Co. common stock will be issued) and the 4,000,000 shares of Twin Vee Co. common stock held by Twin Vee Inc. will be canceled. After the merger the outstanding number of shares of common stock of Twin Vee Co. will be substantially the same as it was immediately prior to the merger

Twin Vee Co. common stock is currently listed on the Nasdaq Capital Market, or the Nasdaq, under the symbol "VEEE." On [ ], the most recent practicable trading day prior to the printing of this Joint Proxy Statement/Prospectus, the closing price of Twin Vee Co. common stock was $[ ] per share. The market price of the Twin Vee Co. common stock may fluctuate before the completion of the merger, therefore, you are urged to obtain current market quotations for Twin Vee Co. common stock. Twin Vee Co. expects to issue a maximum of 4,000,000 shares of its common stock in the merger upon completion of the merger. No fractional shares of Twin Vee Co. common stock will be issued to any stockholder of Twin Vee Inc. upon completion of the merger. The holder of shares of Twin Vee Inc. common stock who would otherwise be entitled to a fraction of Twin Vee Co. common stock (after aggregating all fractional shares of Twin Vee Co. common stock that otherwise would be received by such holder), will, in lieu of such fraction of a share, be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the volume weighted average closing trading price of a share of Twin Vee Co. common stock for the five consecutive trading days ending five trading days immediately prior to the date upon which the merger becomes effective. We anticipate that the closing of the merger will occur not later than three business days following the affirmative Twin Vee Co. and Twin Vee Inc. stockholder votes.

Twin Vee Co. is asking stockholders of Twin Vee Co. to adopt and approve the merger agreement and the merger at the annual meeting of stockholders to take place on [___________, 2022], at 10:00 am Eastern Time, at the offices of Twin Vee Co., 3101 S. U.S. Highway 1, Fort Pierce, Florida. As this will be the annual meeting of Twin Vee Co. stockholders, Twin Vee Co. stockholders will also be asked to vote on Twin Vee Co. director nominees, and vote to ratify the appointment of Grassi & Co., CPAs, P.C. as Twin Vee Co.’s independent registered public accounting firm for the year ended December 31, 2022.

Twin Vee Inc. is asking stockholders of Twin Vee Inc. to adopt and approve the merger agreement and the merger at a special meeting of stockholders to take place on [___________, 2022], at 10:00 am Eastern Time, at the offices of Twin Vee Inc., 3101 S. U.S. Highway 1, Fort Pierce, Florida 34982.

After careful consideration, the Twin Vee Co. and Twin Vee Inc. Boards of Directors have unanimously approved the merger agreement and the respective proposals referred to above, and each of the Twin Vee Co. and Twin Vee Inc. Boards of Directors has determined that it is advisable to enter into the merger. The Board of Directors of Twin Vee Co. recommends that Twin Vee Co. stockholders vote “FOR” the respective proposals described in the accompanying Joint Proxy Statement/Prospectus. The merger cannot be completed unless Twin Vee Inc. and Twin Vee Co. stockholders adopt and approve the merger agreement.

PLEASE GIVE ALL OF THE DETAILED INFORMATION ON TWIN VEE CO., TWIN VEE INC. AND THE MERGER CONTAINED IN THE JOINT PROXY STATEMENT/PROSPECTUS YOUR CAREFUL ATTENTION, ESPECIALLY THE DISCUSSION IN THE SECTION ENTITLED “RISK FACTORS” IN THIS JOINT PROXY STATEMENT/PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities regulators has approved or disapproved the Twin Vee Co. common stock to be issued under this Joint Proxy Statement/Prospectus or passed upon the adequacy or accuracy of this Joint Proxy Statement/Prospectus. Any representation to the contrary is a criminal offense.

This Joint Proxy Statement/Prospectus is not an offer to sell the Twin Vee Co. common stock and Twin Vee Co. is not soliciting an offer to buy the Twin Vee Inc. common stock in any state where the offer or sale is not permitted.

On behalf of our boards of directors, we thank you for your support.

Joint Proxy Statement/Prospectus/Information Statement dated *, 2022 and to be mailed on or around *, 2022.

Please also see “Where You Can Find More Information”.

ADDITIONAL INFORMATION

Stockholders may also consult Twin Vee Co.’s or Twin Vee Inc.’s websites for more information concerning the merger described in this Joint Proxy Statement/Prospectus and each of the parties thereto. Twin Vee Co.’s website is www.twinvee.com and Twin Vee Inc.’s website is www.twinvee.com. Information included on these websites is not incorporated by reference into this Joint Proxy Statement/Prospectus.

This Joint Proxy Statement/Prospectus is dated [ ], 2022 and is first being mailed to the stockholders of Twin Vee Inc. and the stockholders of Twin Vee Co. on or about [ ], 2022.

Twin Vee PowerCats Co.
3101 S. U.S. Highway 1
Fort Pierce, Florida 34982
(772) 429-2525

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
TWIN VEE POWERCATS CO.
TO BE HELD ON [___________, 2022]

To the Stockholders of Twin Vee PowerCats Co.:

The annual meeting of Twin Vee PowerCats Co., a Delaware corporation, will be held on [___________, 2022], at 10:00 a.m., Eastern Time, at the offices Twin Vee PowerCats Co. 3101 S. U.S. Highway 1, Fort Pierce, Florida 34982 for the following purposes:

1.    To consider and vote upon a proposal to adopt and approve the Agreement and Plan of Merger, dated as of September 8, 2022, by and between Twin Vee PowerCats Co. and Twin Vee Powercats, Inc, as described in the attached Joint Proxy Statement/Prospectus;

2.     To consider and vote upon an adjournment of the meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1;

3.      To consider and vote upon the election of the two nominees for Class I directors named in this Joint Proxy Statement/Prospectus to the Twin Vee PowerCats Co. board of directors for a term of three years;

4.     To consider and vote upon the ratification of the appointment of Grassi & Co. CPAs, P.C. as Twin Vee PowerCats Co.’s independent registered accounting firm for the year ended December 31, 2022; and

5.     To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The board of directors of Twin Vee PowerCats Co. has fixed [___________, 2022] as the record date for the determination of stockholders entitled to notice of, and to vote at, the Twin Vee PowerCats Co. annual meeting and any adjournment or postponement thereof. Only stockholders of record at the close of business on the record date are entitled to notice of, and to vote at, the Twin Vee PowerCats Co. annual meeting. Only stockholders or their proxy holders and Twin Vee PowerCats Co. guests may attend the meeting. A list of stockholders entitled to vote will be made available at the annual meeting and will be available at the offices of Twin Vee PowerCats Co., 3101 S. U.S. Highway 1, Fort Pierce, Florida 34982 for ten days before the meeting. At the close of business on the record date, Twin Vee PowerCats Co. had [______] shares of common stock outstanding and entitled to vote.

Your vote is important.

You are urged to attend the annual meeting in person, but if you are unable to do so, the Board of Directors would appreciate you submitting a proxy to have your shares votes as promptly as possible by using the internet or by returning by mail the enclosed proxy card, dated and signed.

Twin Vee Powercats, Inc.
3101 S. U.S. Highway 1
Fort Pierce, Florida 34982
(772) 429-2525

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF
TWIN VEE POWERCATS, INC.
TO BE HELD ON [___________, 2022]

To the Stockholders of Twin Vee Powercats, Inc.:

The special meeting of Twin Vee Powercats, Inc., a Florida corporation, will be held on [___________, 2022], at 10:00 a.m., Eastern Time, at the offices of Twin Vee PowerCats Co., 3101 S. U.S. Highway 1, Fort Pierce, Florida 34982 for the following purposes:

1.     To consider and vote upon a proposal to adopt and approve the Agreement and Plan of Merger, dated as of September 8, 2022 by and between Twin Vee PowerCats Co. and Twin Vee Powercats, Inc, as described in the attached Joint Proxy Statement/Prospectus; and

2.     To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The board of directors of Twin Vee Powercats, Inc. has fixed [___________, 2022] as the record date for the determination of stockholders entitled to notice of, and to vote at, the Twin Vee Powercats, Inc. special meeting and any adjournment or postponement thereof. Only stockholders of record at the close of business on the record date are entitled to notice of, and to vote at, the Twin Vee PowerCats Co. annual meeting. Only stockholders or their proxy holders and Twin Vee Powercats, Inc. guests may attend the meeting. A list of stockholders entitled to vote will be made available at the special meeting and will be available at the offices of Twin Vee Powercats, Inc., 3101 S. U.S. Highway 1, Fort Pierce, Florida 34982 for ten days before the meeting. At the close of business on the record date, Twin Vee Powercats, Inc. had [_________] shares of common stock outstanding and entitled to vote.

Your vote is important.

You are urged to attend the special meeting in person, but if you are unable to do so, the Board of Directors would appreciate you submitting a proxy to have your shares votes as promptly as possible by using the internet or the designated toll-free telephone number or by returning by mail the enclosed proxy card, dated and signed.

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This Joint Proxy Statement/Prospectus, which forms part of a registration statement on Form S-4 filed with the United States Securities and Exchange Commission (the “SEC”) by Twin Vee PowerCats Co. (File No. 333- ), constitutes a prospectus of Twin Vee PowerCats Co. under Section 5 of the Securities Act of 1933, as amended, or the Securities Act, with respect to the shares of Twin Vee PowerCats Co. common stock, par value $0.0001, of Twin Vee PowerCats Co. to be issued pursuant to the merger agreement. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the Twin Vee PowerCats Co. annual meeting, at which Twin Vee PowerCats Co. stockholders will be asked to consider and vote on, among other matters, a proposal to adopt the merger agreement. This document also serves as a notice of meeting and a proxy statement with respect to the Twin Vee Powercats, Inc. special meeting, at which Twin Vee Powercats, Inc. stockholders will be asked to consider and vote on, among other matters, a proposal to adopt the merger agreement.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this Joint Proxy Statement/Prospectus. This Joint Proxy Statement/Prospectus is dated [_____], 2022. The information contained in this Joint Proxy Statement/Prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies.

This Joint Proxy Statement/Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning Twin Vee PowerCats Co. contained in this Joint Proxy Statement/Prospectus has been provided by Twin Vee PowerCats Co., and the information concerning Twin Vee Inc. contained in this Joint Proxy Statement/Prospectus has been provided by Twin Vee Powercats, Inc.

TABLE OF CONTENTS

THE MERGER

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:   What is the merger?

A:   Twin Vee Co. and Twin Vee Inc. have entered into an Agreement and Plan of Merger, dated as of September 8, 2022, which is referred to as the merger agreement. The merger agreement contains the terms and conditions of the proposed business combination of Twin Vee Co. and Twin Vee Inc. Under the merger agreement, Twin Vee Inc. will merge with Twin Vee Co., which transaction is referred to as the merger. At the effective time of the merger, each share of Twin Vee Inc. common stock outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.0239734281399308 of a share of Twin Vee Co. common stock and the 4,000,000 shares of Twin Vee Co. common stock held by Twin Vee Inc. will be canceled. After the merger the outstanding number of shares of common stock of Twin Vee Co. will be substantially the same as it was immediately prior to the merger.

Q:   Why are the two companies proposing to merge?

A:   Twin Vee Co. and Twin Vee Inc. are proposing the merger because, among other things, it is believed that the merger will enhance stockholders value for both Twin Vee Co. and Twin Vee Inc. stockholders by (i) providing a method by which the Twin Vee Inc. stockholders can more directly share in the growth of Twin Vee Co. and (ii) enabling Twin Vee Co. to take advantage of the $7,055,709 of net operating loss carryforwards of Twin Vee Inc. and utilize them to offset the income of Twin Vee Co. For a discussion of Twin Vee Co.’s reasons for the merger, please see the sections entitled “The Merger Transaction—Recommendation of the Twin Vee Co. Board of Directors and the Reasons for the Merger” and “The Merger Transaction—Recommendation of the Twin Vee Inc. Board of Directors and the Reasons for the Merger”.

Q:   What will happen in the merger?

A:   In the merger, Twin Vee Inc. will be merged into Twin Vee Co. and will cease to exist. After the merger the outstanding number of shares of common stock of Twin Vee Co. will be substantially the same as it was immediately prior to the merger. Based solely upon the outstanding shares of Twin Vee Co. common stock on [__________], 2022, and Twin Vee Inc.’s outstanding shares of common stock on September 8, 2022, immediately following the completion of the merger, Twin Vee Inc. stockholders will own approximately 57% of the combined company’s outstanding common stock. Based upon the fully-diluted outstanding shares of Twin Vee Co. and Twin Vee Inc. on [________], 2022, immediately following the completion of the merger, Twin Vee Inc. security holders would own approximately 54% of the combined company’s fully diluted outstanding common stock.

Q:   Why am I receiving this Joint Proxy Statement/Prospectus?

A:   You are receiving this Joint Proxy Statement/Prospectus because you have been identified as a stockholder of Twin Vee Co. or Twin Vee Inc. as of [__________], 2022, as the applicable record date for the determination of stockholders entitled to notice of, and to vote at, the Twin Vee Co. annual meeting, or the Twin Vee Inc. special meeting of stockholders. This document serves as both a proxy statement of Twin Vee Co. used to solicit proxies for the Twin Vee Co. annual meeting, as a prospectus of Twin Vee Co. used to offer shares of Twin Vee Co. common stock in exchange for shares of Twin Vee Inc. common stock in the merger and as proxy statement used to solicit proxies for the Twin Vee Inc. special meeting. This Joint Proxy Statement/Prospectus contains important information about the merger and the stockholder meetings of Twin Vee Co. and Twin Vee Inc. and you should read it carefully.

Q:   What is required to consummate the merger?

A:   The companies have agreed to combine the two companies upon the terms and conditions of the merger agreement that is described in this Joint Proxy Statement/Prospectus. If you are a Twin Vee Co. stockholder or a Twin Vee Inc, you are receiving these proxy materials to help you decide, among other matters, how to vote your shares with respect to the proposed merger.

The merger cannot be completed unless, among other things, the stockholders of both Twin Vee Co. and Twin Vee Inc. approve the merger agreement and the transactions contemplated thereby. Your vote is important. Twin Vee Co. and Twin Vee Inc. encourage Twin Vee Co. stockholders and Twin Vee Inc. stockholders to vote as soon as possible.

Certain Twin Vee Inc. stockholders including certain directors and executive officers who in the aggregate beneficially own approximately 98,713,873 of the  outstanding shares of Twin Vee Inc. voting stock, are parties to support agreements with Twin Vee Co. pursuant to which such stockholders have agreed to vote for the adoption of the merger agreement. The holders of a sufficient number of shares of Twin Vee Inc. capital stock required to adopt the merger agreement have agreed to adopt the merger agreement. See the section titled “Agreements Related to the Merger—Support Agreements.”

Q:   On what matters are Twin Vee Co. stockholders being asked to vote?

A:   Twin Vee Co. stockholders are asked to vote on the following items:

Q:   What vote of Twin Vee Co. stockholders is required to approve the proposals?

A:   The vote required of Twin Vee Co. stockholders for the adoption and approval of the merger agreement with Twin Vee Inc. is the approval of a majority of the outstanding common stock of the corporation entitled to vote.

The vote required of Twin Vee Co. stockholders for each of (i) the ratification of Grassi & Co., CPAs, P.C. as the independent registered public accounting firm, and (ii) an adjournment of the meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of the issuance of the shares of Twin Vee Co. common stock, is the affirmative vote of a majority of the votes present, in person or represented by proxy at the annual meeting and entitled to vote on the matter.

Director Elections: Directors shall be elected by a plurality of the shares present in person or by proxy at the meeting and entitled to vote on the election of directors. A plurality means that the two (2) director nominees that receives the highest number of votes cast will be elected. In either event, shares not present at the meeting and shares voting “ABSTAIN” have no effect on the election of directors.

Q:   What constitutes a quorum for the Twin Vee Co. Annual Meeting?

A:   A majority of the issued and outstanding shares of Twin Vee Co.’s common stock entitled to vote being present in person or represented by proxy constitutes a quorum for the annual meeting. If a quorum is not present, the chairperson of the meeting or stockholders entitled to vote at the meeting present, in person or by proxy, may adjourn the meeting, without notice other than announced at the meeting, to another place, if any, date or time.

Q:   On what matters are Twin Vee Inc. stockholders being asked to vote?

A:   Twin Vee Inc. stockholders are asked to vote on the following items:

Q:   What vote of Twin Vee Inc. stockholders is required to approve the proposals?

A:   The vote required of Twin Vee Inc. stockholders for the adoption and approval of the merger agreement with Twin Vee Inc., is the approval of a majority of the outstanding common stock of the corporation entitled to vote.

Certain Twin Vee Inc. stockholders including certain directors and executive officers who in the aggregate beneficially own approximately 59% of the outstanding shares of Twin Vee Inc. voting stock are parties to support agreements with Twin Vee Co., pursuant to which such stockholders have agreed to vote for the adoption of the merger agreement. The holders of a sufficient number of shares of Twin Vee Inc. capital stock required to adopt the merger agreement have agreed to adopt the merger agreement see the section titled “Agreements Related to the Merger—Support Agreements.”

Q:   What constitutes a quorum for the Twin Vee Inc. Special Meeting?

A:   A majority of the issued and outstanding shares of Twin Vee Inc.’s common stock entitled to vote being present in person or represented by proxy constitutes a quorum for the special meeting. If a quorum is not present, the chairperson of the meeting or stockholders entitled to vote at the meeting present, in person or by proxy, may adjourn the meeting, without notice other than announced at the meeting, to another place, if any, date or time.

Q:   When and where are the stockholder meetings?

A:   The Twin Vee Co. annual meeting will take place on [___________], 2022 at 10:00 a.m., Eastern Time, at the offices of Twin Vee, Co., 3101 S. U.S. Highway 1,Florida 34982. The Twin Vee Inc. special meeting will take place on [___________], 2022 at 10:00 a.m., Eastern Time, at the offices of Twin Vee, Co., 3101 S. U.S. Highway 1, Fort Pierce, Florida 34982.

Q:   Who is entitled to vote at Twin Vee Co.’s Annual Meeting?

A:    Each outstanding share of Twin Vee Co.’s common stock entitles its holder to cast one vote on each matter to be voted upon at the annual meeting. Only stockholders of record at the close of business on the record date, [______________], 2022, are entitled to receive notice of the annual meeting and to vote the shares of common stock that they held on that date at the meeting, or any adjournment or postponement of the meeting. If your shares are held for you as a beneficial holder in “street name,” please refer to the information forwarded to you by your bank, broker or other holder of record to see what you must do to vote your shares.

A complete list of stockholders entitled to vote at the annual meeting will be available for examination by any stockholder at Twin Vee Co.’s corporate headquarters, 3101 S. U.S. Highway 1, Fort Pierce, Florida 34982, during normal business hours for a period of ten days before the annual meeting and at the time and place of the annual meeting.

Q:   Who is entitled to vote at Twin Vee Inc.’s Special Meeting?

A:   Each outstanding share of Twin Vee Inc.’s common stock entitles its holder to cast one vote on each matter to be voted upon at the annual meeting. Only stockholders of record at the close of business on the record date, [______________], 2022, are entitled to receive notice of the special meeting and to vote the shares of common stock that they held on that date at the meeting, or any adjournment or postponement of the meeting. If your shares are held for you as a beneficial holder in “street name,” please refer to the information forwarded to you by your bank, broker or other holder of record to see what you must do to vote your shares.

A complete list of stockholders entitled to vote at the special meeting will be available for examination by any stockholder at Twin Vee Inc’s corporate headquarters, 3101 S. U.S. Highway 1, Fort Pierce, Florida 34982, during normal business hours for a period of ten days before the special meeting and at the time and place of the annual meeting.

Q:   How do the Board of Directors of Twin Vee Co. and Twin Vee Inc. recommend I vote?

A:   The Board of Directors of both companies have recommended that stockholders vote Yes for the merger. After careful consideration, Twin Vee Co.’s Board of Directors has determined by unanimous vote the merger to be fair to Twin Vee Co. stockholders and in their best interests, and declared the merger advisable. Twin Vee Co.’s Board of Directors approved the merger agreement and recommends that Twin Vee Co. stockholders adopt and approve the merger agreement.

After careful consideration, Twin Vee Inc.’s Board of Directors has determined by unanimous vote the merger to be fair to Twin Vee Inc. stockholders and in their best interests, and declared the merger advisable. Twin Vee Inc.’s Board of Directors approved the merger agreement and recommends that Twin Vee Inc. stockholders adopt and approve the merger agreement.

In considering the recommendation of the Twin Vee Co. Board of Directors and the Twin Vee Inc. Board of Directors with respect to the merger agreement, Twin Vee Inc. and Twin Vee Co. stockholders should be aware that certain directors and officers of Twin Vee Co. and Twin Vee Inc. have certain interests in the merger that are different from, or are in addition to, the interests of stockholders generally. We encourage you to read the sections titled “Interests of Twin Vee Co. Directors and Executive Officers in the Merger” and “Interests of Twin Vee Inc. Directors and Executive Officers in the Merger” for a discussion of these interests.

Q:   How do I vote?

A:    You may vote by mail by completing, signing and dating your proxy card and returning it in the enclosed, postage-paid and addressed envelope. If you mark your voting instructions on the proxy card, your shares will be voted:

If you return a signed card, but do not provide voting instructions, your shares will be voted:

Q:   What do I do if I want to change my vote?

A:    You may send in a later-dated, signed proxy or proxy card to your company’s Secretary before your meeting or you can attend your meeting in person and vote. You may also revoke your proxy by sending a notice of revocation to your company’s Secretary at 3101 S. U.S. Highway 1, Fort Pierce, Florida 34982. If you voted by the Internet, you can submit a later vote using such method.

Q:   If my shares are held in “street name” by my broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

A:   If you do not provide your broker, bank or nominee with instructions on how to vote your “street name” shares, your broker, bank or nominee will not be permitted to vote them on the matters that are to be considered by the Twin Vee Co. stockholders relating to the merger. You should therefore be sure to provide your broker with instructions on how to vote your shares.

If you wish to vote your shares in person, you must bring to the meeting a letter from the broker, bank or nominee confirming your beneficial ownership in the shares to be voted.

Q:   What is the effect of abstentions and broker non-votes?

A:   Abstentions with respect to Twin Vee Co. Proposal No. 1 and Twin Vee Inc. Proposal No. 1 will have the same effect as an AGAINST vote. Abstentions with respect to all other proposals will have no effect on the outcome of the vote. Abstentions will be counted for the purpose of determining a quorum at the stockholder meetings.

Matters subject to stockholder vote are classified as “routine” or “non-routine.” In the case of non-routine matters, brokers may not vote shares held in “street name” for which they have not received voting instructions from the beneficial owner (“Broker Non-Votes”), whereas they may vote those shares in their discretion in the case of any routine matter. Broker Non-Votes will be counted for purposes of calculating whether a quorum is present at the stockholder meetings, but will not be counted for purposes of determining the numbers of votes present in person or represented by proxy and entitled to vote with respect to a particular proposal. Broker Non-Votes for Twin Vee Co. Proposal No. 1 and Twin Vee Inc. Proposal 1 will have the same effect as an AGAINST vote. Twin Vee Co. Proposal Nos.[1, 2, and 3 are non-routine matters and Twin Vee Co. Proposal No. 4 is a routine matter. Broker non-votes for these other proposals (although none are expected to exist in connection with Proposal 4 since this is a routine matter for which brokers that vote at the annual meeting may vote in their discretion if beneficial owners do not provide voting instructions to the brokers) will have no effect on the proposals. Therefore, it is important that you complete and return your proxy early so that your vote may be recorded.

Votes cast by proxy or in person at the stockholder meetings will be tabulated by the inspectors of election appointed for the stockholder meetings, who also will determine whether a quorum is present.

Q:   What appraisal rights do stockholders have in connection with the merger?

A:   The holders of Twin Vee Co. common stock do not have any right to an appraisal of the value of their shares in connection with the merger. The holders of Twin Vee Inc. common stock do have a right to an appraisal of the value of their shares in connection with the merger if they do not vote for the merger and if they follow certain procedures described in the section entitled “The Merger—The Merger Transaction—Appraisal Rights”.

Q:   What happens if I do not return a proxy card or otherwise provide proxy instructions?

A:   If you are a Twin Vee Co. stockholder, the failure to return your proxy card or otherwise provide proxy instructions could be a factor in establishing a quorum for the annual meeting of Twin Vee Co. stockholders for purposes of approving the issuance of shares pursuant to the merger agreement or other actions sought to be taken, which is required to transact business at the meeting. If you are a Twin Vee Inc. stockholder, the failure to return your proxy card or otherwise provide proxy instructions could be a factor in establishing a quorum for the special meeting of Twin Vee Inc. stockholders for purposes of approving the merger agreement or other actions sought to be taken, which is required to transact business at the meeting.

Q:   Should I send in my stock certificates now?

A:   No. If the merger is completed, Twin Vee Co. will send Twin Vee Inc. stockholders written instructions for exchanging their stock certificates. Twin Vee Co. stockholders will keep their existing certificates.

Q:   When do you expect the merger to be completed?

A:    Both Twin Vee Co. and Twin Vee Inc. are working towards completing the merger as quickly as possible. We hope to complete the merger by the fourth quarter of 2022. However, the exact timing of completion of the merger cannot be determined yet because completion of the merger is subject to a number of conditions.

Q:   How many authorized but unissued shares of Twin Vee Co. common stock will exist after the closing of the merger?

A:   Following the closing of the merger, we anticipate that there will be approximately 7,020,000 shares of authorized but unissued Twin Vee Co. common stock. In addition to the number of issued and outstanding shares of Twin Vee Co. common stock after the closing of the merger, Twin Vee Co. has reserved approximately 377,090 shares for future issuance as a result of outstanding Twin Vee Co. stock options and outstanding warrants.

Q:   What are the federal income tax consequences of the merger?

A:   Neither Twin Vee Co. nor Twin Vee Inc. has requested or received a ruling from the Internal Revenue Service that the merger will qualify as a reorganization. The merger is intended to qualify as a reorganization pursuant to Section 368(a) of the Internal Revenue Code of 1986, as amended, or the Code. Assuming that the merger qualifies as a reorganization, Twin Vee Inc. stockholders should not recognize any gain or loss for U.S. federal income tax purposes if they exchange their Twin Vee Inc. shares solely for shares of Twin Vee Co. common stock.

Tax matters are very complicated, and the tax consequences of the merger to each Twin Vee Inc. stockholder will depend on the facts of that stockholder’s particular situation. You are urged to consult your own tax advisors regarding the specific tax consequences of the merger, including tax return reporting requirements, the applicability of federal, state, local and foreign tax laws and the effect of any proposed changes in the tax laws. See “The Merger—The Merger Transaction—Certain U.S. Federal Income Tax Consequences of the Merger”.

Q:   Whom do I call if I have questions about the meetings or the merger?

A:   Twin Vee Co. stockholders may call Twin Vee Co. Investor Relations at 561-283-4412. Twin Vee Inc. stockholders may call Twin Vee Inc. Investor Relations at 561-283-4412.

SUMMARY

This summary highlights selected information from this Joint Proxy Statement/Prospectus and may not contain all of the information that is important to you. This summary discusses all of the material aspects of the merger. However, to understand the merger fully and for a more complete description of the legal terms of the merger, you should read this Joint Proxy Statement/Prospectus and the documents we have referred you to carefully. You may obtain the information incorporated by reference into this Joint Proxy Statement/Prospectus without charge by following the instructions in the section entitled “Additional Information for Stockholders—Where You Can Find More Information”.

The Companies

Twin Vee PowerCats Co.

3101 S. U.S. Highway 1

Fort Pierce, Florida 34982
(772) 429-2525

Twin Vee Co. is a designer, manufacturer and marketer of recreational power sport catamaran boats. Twin Vee Co. believes it has been an innovator in the recreational power sport catamaran industry. Twin Vee Co. currently has 8 gas-powered models in production ranging in size from our 24-foot, dual engine, center console to its newly designed 40-foot offshore 400 GFX. Its twin-hull catamaran running surface, known as a symmetrical catamaran hull design, adds to the Twin Vee Co. ride quality by reducing drag, increasing fuel efficiency, and offering users a stable riding boat. Twin Vee Co.’s home base operations in Fort Pierce Florida is a 7.5-acre facility with several buildings totaling over 75,000 square feet. Twin Vee Co. employed approximately 160 people on June 30, 2022, some of whom have been with its company for over twenty years.

Twin Vee Co. has organized its business into three operating segments: (i) its gas-powered boat segment which manufactures and distributes gas-powered boats; (ii) its electric-powered boat segment which is developing fully electric boats, through its wholly owned subsidiary, Forza X1, Inc., a Delaware corporation, or Forza, and (iii) its franchise segment which is developing a standard product offering and will be selling franchises across the United States through its wholly owned subsidiary, Fix My Boat, Inc., a Delaware corporation.

Twin Vee Co.’s gas-powered boats allow consumers to use them for a wide range of recreational activities including fishing, diving and water skiing. Twin Vee Co. believes that the performance, quality and value of its boats position it to achieve its goal of increasing its market share and expanding the power catamaran boating market. Twin Vee Co. currently primarily sells its boats through a current network of 20 independent boat dealers in 25 locations across North America and the Caribbean who resell its boats to the end user Twin Vee Co. customers. Twin Vee Co. continues recruiting efforts for high quality boat dealers and seeks to establish new dealers and distributors domestically and internationally to distribute its boats as it grows its production and introduces new models. Its gas-powered boats are currently outfitted with gas-powered outboard combustion engines.

Due to the growing demand for sustainable, environmentally friendly electric and alternative fuel commercial and recreational vehicles, Forza is designing and developing a line of electric-powered catamaran boats ranging in size from 18-feet to 28-feet. Forza’s initial two models, the FX1 Dual Console and FX1 Center Console, are being designed to be 24-foot in length, have an 8’ beam or width and utilize a catamaran hull surface to reduce drag and increase run times. The initial launch of FX1 will include Forza’s proprietary single electric outboard motor. Forza’s electric boats are being designed as fully integrated electric boats including the hull, outboard motor and control system. To date, Forza completed the design of the hull and running surface of the boat and has begun tooling the molds which are required to build the physical fiberglass boat, it has entered into a supply agreement for the supply of the lithium battery packs that it plans to use to power the electric boats, completed the design and prototyping of the boat control system, and completed the design and are more than halfway through prototyping of the electric outboard motor. Forza expects to begin production of its FX1 fully integrated electric boat and motor and commence selling to end user customers by the second quarter of 2023. Forza has also filed three design and four utility patent applications with the U.S. Patent and Trademark Office relating to, among other things, its propulsion system being developed and boat design.

Twin Vee Inc.

Twin Vee Powercats, Inc.

3101 S. U.S. Highway 1

Fort Pierce, Florida 34982
(772) 429-2525

Twin Vee Inc. is currently the holder of 4,000,000 shares of common stock in Twin Vee Co. Other than being the holder of Twin Vee Co. shares, Twin Vee Inc. has no operations. Twin Vee Inc. was formally known as Value Rich, Inc. from 2006 and 2015, and was in the business of real estate development and publishing. In 2016, in connection with its acquisition of Twin Vee Catamarans, Inc., the predecessor of Twin Vee Co., Value Rich, Inc. changed its name to Twin Vee Inc. On July 23, 2021, Twin Vee Co. closed an underwritten initial public offering of 3,000,000 shares of its common stock at a public offering price of $6.00 per share, for gross proceeds of $18,000,000, before deducting underwriting discounts and offering expenses. As a result, Twin Vee Inc.’s equity ownership in Twin Vee Co. decreased from 100% to approximately 57%.

The Merger Agreement

A copy of the merger agreement is attached as Annex A to this Joint Proxy Statement/Prospectus and is incorporated herein by reference. Twin Vee Co. and Twin Vee Inc. encourage you to read the entire merger agreement carefully because it is the principal document governing the merger. We currently expect that the merger will be completed during the third quarter of 2022. However, we cannot predict the actual timing of the completion of the merger.

Merger Consideration

If the merger is completed, Twin Vee Inc. will merge with and into Twin Vee Co., and Twin Vee Co. will survive the merger. Twin Vee Inc. stockholders will receive, in exchange for every 41.7128495 shares of Twin Vee Inc. common stock held or deemed to be held by such stockholder immediately prior to the closing of the merger, one share of Twin Vee Co. common stock and the 4,000,000 shares of Twin Vee Co. common stock held by Twin Vee Inc. will be canceled. As a result, immediately after the merger Twin Vee Inc. stockholders will own approximately 54% of the outstanding shares of the combined company on a fully diluted basis and the remaining Twin Vee Co. stockholders will own approximately 46% of the outstanding shares of the combined company on a fully diluted basis.

For a more complete description of the merger consideration to be issued by Twin Vee Co., please see the section entitled “The Merger—The Merger Agreement” in this Joint Proxy Statement/Prospectus.

Risks Relating to the Merger

In evaluating the adoption of the merger agreement or the issuance of shares of Twin Vee Co. common stock in the merger, you should carefully read this Proxy Statement/Prospectus and especially consider the factors discussed in the section titled “The Merger—Risk Factors,” for a description of risks relating to the merger, the combined company’s businesses, and Twin Vee Co.’s common stock.

Recommendation of the Twin Vee Co. Board of Directors and its Reasons for the Merger

The Twin Vee Co. Board of Directors approved the merger based on a number of factors, including, among other factors, the following:

The Twin Vee Co. Board of Directors considered the potential risks of the merger, including, but not limited to, the following:

Recommendation of the Twin Vee Inc. Board of Directors and its Reasons for the Merger

The Twin Vee Inc. Board of Directors approved the merger based on a number of factors, including, among other factors, the following:

The Twin Vee Inc. Board of Directors considered the potential risks of the merger, including, but not limited to, the following:

Opinion of Twin Vee Co.’s Financial Advisor

In connection with the merger, ValuCorp, Twin Vee Co.’s financial advisor, delivered to the Special Committee of the Twin Vee Co. Board of Directors an opinion, dated September 8, 2022, as to the fairness, from a financial point of view and as of the date of such opinion, to Twin Vee Co. of the merger agreement entered into on September 8, 2022. The full text of ValuCorp ‘s opinion is attached to this Joint Proxy Statement/Prospectus as Annex B and is incorporated into this Joint Proxy Statement/Prospectus by reference. Holders of Twin Vee Co. common stock are encouraged to read ValuCorp’s opinion carefully in its entirety for a description of the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by ValuCorp in connection with its opinion. ValuCorp’s opinion was addressed to the Special Committee of the Twin Vee Co. Board of Directors, was only one of many factors considered by the Special Committee and the Twin Vee Co. Board of Directors in their evaluation of the merger and only addresses the fairness, from a financial point of view, to Twin Vee Co. of the issuance of the shares of Twin Vee Co. common stock to be issued in the merger. ValuCorp’s opinion does not address the merits of the underlying decision by Twin Vee Co. to engage in the merger or related transactions or the relative merits of the merger or related transactions as compared to any other transaction or business strategy in which Twin Vee Co. might engage and is not intended to, and does not, constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the merger or related transactions or any other transaction or business strategy in which Twin Vee Co. might engage.

Interests of Certain Persons in the Merger

In considering the recommendation of the Twin Vee Inc. Board of Directors with respect to approving the merger, Twin Vee Inc. stockholders should be aware that certain members of the Board of Directors and executive officers of Twin Vee Inc. have interests in the merger that may be different from, or in addition to, interests they have as Twin Vee Inc. stockholders. For example, following the consummation of the merger, certain directors and executive officers of Twin Vee Inc. will continue to serve on the board of directors and management, respectively, of the combined company. In considering the recommendation of the Twin Vee Co. Board of Directors with respect to approving the merger, Twin Vee Co. stockholders should be aware that certain members of the Board of Directors and executive officers of Twin Vee Co. have interests in the merger that may be different from, or in addition to, interests they have as Twin Vee Co. stockholders. For example, following the consummation of the merger, certain directors and executive officers of Twin Vee Co. will continue to serve on the board of directors and management, respectively, of the combined company and will receive direct ownership of shares of common stock issued in the merger.

The following table sets forth the beneficial ownership interest of the principal stockholders in Twin Vee Inc., Twin Vee Co. and the combined company:

* Less than one percent (1%)

** Percentage of Twin Vee Co. is based upon 7,020,000 shares of common stock outstanding as of September 30, 2022.

*** Percentage of Twin Vee Inc. is based upon 166,712,509 shares of common stock outstanding as of September 30, 2022.

****Percentage of common stock of the combined company is based on 7,020,000 shares of common stock of the combined company outstanding upon the consummation of the merger and assumes that the 4,000,000 shares of common stock of Twin Vee Co. held by Twin Vee Inc are issued upon consummation of the merger to the stockholders of Twin Vee Inc. and that the 4,000,000 shares of common stock of Twin Vee Co., held by Twin Vee Inc. are cancelled.

Regulatory Approvals

Twin Vee Co. must comply with applicable federal and state securities laws in connection with the issuance of shares of Twin Vee Co. common stock to Twin Vee Inc.’s stockholders and the filing of this Joint Proxy Statement/Prospectus with the SEC. As of the date hereof, the registration statement of which this Joint Proxy Statement/Prospectus is a part has not become effective.

Please see the section entitled “Chapter One—The Merger Transaction—Regulatory Approvals” in this Joint Proxy Statement/Prospectus.

Accounting Treatment of the Merger

As Twin Vee Inc. does not meet the definition of a business under ASC 805, the merger will not be accounted for as a business combination. The merger is expected to be accounted for as a recapitalization of Twin Vee Co., effected through exchange of Twin Vee Inc. shares for Twin Vee Co. shares, and the cancellation of Twin Vee Co. shares held by Twin Vee Inc. Upon the effective date of the Merger, Twin Vee Co. will account for the merger by assuming Twin Vee Inc.’s net liabilities. Twin Vee Co.’s financial statements will reflect the operations of Twin Vee Inc. prospectively and will not be restated retroactively to reflect the historical financial position or results of operations of Twin Vee Inc.

Material U.S. Federal Income Tax Consequences

It is expected that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, and the completion of the merger. If the merger qualifies as a reorganization, Twin Vee Inc. stockholders generally will not recognize gain or loss upon the receipt of Twin Vee Co. common stock in exchange for Twin Vee Inc. common stock in connection with the merger.

Tax matters are very complicated, and the tax consequences of the merger to a particular stockholder will depend in part on such stockholder’s circumstances. Accordingly, you are urged to consult your own tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability and effect of federal, state, local and foreign income and other tax laws. For more information on the federal income tax effect of the merger, see the section entitled “The Merger Transaction—Certain U.S. Federal Income Tax Consequences of the Merger.”

Comparison of Stockholder Rights

If Twin Vee Co. and Twin Vee Inc. successfully complete the merger, holders of Twin Vee Inc. common stock will become Twin Vee Co. stockholders, and their rights as stockholders will be governed by Twin Vee Co.’s certificate of incorporation and bylaws. There are differences between the certificates of incorporation and bylaws of Twin Vee Co. and Twin Vee Inc. Since Twin Vee Inc. is a Florida corporation and Twin Vee Co. is a Delaware corporation, the rights of Twin Vee Inc. stockholders will be governed by Delaware law after the completion of the merger. See “ Certain Additional Information—Comparison of Rights of Holders of Twin Vee Co. Common Stock and Twin Vee Inc. Common Stock” in this Proxy Statement/Prospectus for more information.

Appraisal Rights in Connection with the Merger

Under Florida law, Twin Vee Inc. common stockholders are entitled to appraisal rights in connection with the merger. Holders of Twin Vee Co. common stock are not entitled to appraisal rights in connection with the merger pursuant to Delaware law.

Conditions to Completion of the Merger

Twin Vee Co. and Twin Vee Inc. are required to complete the merger only if certain customary conditions are satisfied or waived, including, but not limited to:

Termination of the Merger Agreement

The merger agreement may be terminated at any time before the completion of the merger, whether before or after the required stockholder approval to complete the merger has been obtained, as set forth below:

A “ triggering event “ has occurred if (i) the Board of Directors of Twin Vee Inc. or any of its committees has withdrawn or has amended or modified in a manner adverse to Twin Vee Co. its recommendation in favor of the adoption and approval of the merger agreement or the approval of the merger; (ii) Twin Vee Inc. failed to seek to obtain the vote of a majority of its stockholders approving the merger agreement and the merger; (iii) the Board of Directors of Twin Vee Inc. failed to reaffirm its recommendation in favor of the adoption and approval of the merger agreement and the approval of the merger within five (5) business days after Twin Vee Co. requests in writing that such recommendation be reaffirmed at any time following the announcement of an third party acquisition proposal; (iv) the Board of Directors of Twin Vee Inc. or any of its committees has approved or recommended any third party acquisition proposal; (v) Twin Vee Inc. has entered into any letter of intent or similar document accepting any such acquisition proposal; or (vi) a tender or exchange offer relating to securities of Twin Vee Inc. has been commenced by a person unaffiliated with Twin Vee Co. or its stockholders and Twin Vee Inc. has not sent to its security holders pursuant to Rule 14e-2 promulgated under the Securities Act, within ten (10) business days after such tender or exchange offer is first published, a statement indicating that Twin Vee Inc. recommends rejection of such tender or exchange offer.

Management of the Combined Company Following the Merger

Effective as of the closing of the merger, the combined company will have a six member board of directors, consisting of Twin Vee Co.’s current board of directors, Joseph Visconti, Preston Yarborough, James Melvin, Bard Rockenbach, Neil Ross, and Kevin Schuyler. In addition, effective as of the closing of the merger, the combined company’s executive officers, will consist of Twin Vee Co.’s current executive officers, Joseph Visconti, Carrie Gunnerson, Preston Yarborough and Dan Norton.

Matters to Be Considered at the Meeting

Twin Vee Co. stockholders will be asked to vote on proposals related to the following:

The Twin Vee Co. board of directors recommends that Twin Vee Co. stockholders vote “FOR” all of the proposals set forth above. For further discussion of the Twin Vee Co. annual meeting, see “ Twin Vee Co. Annual Meeting Proposals,” beginning on page [___].

Twin Vee Inc. stockholders will be asked to vote on proposals related to the following:

Where You Can Find More Information

If you would like more information about Twin Vee Co. or Twin Vee Inc., you should refer to the documents filed by each company with the SEC (as to Twin Vee Co.) and the OTC Markets Pink (as to Twin Vee Inc.). The companies have identified these documents and have set out instructions as to how you can obtain copies of these documents under the section “ Additional Information for Stockholder—Where You Can Find More Information.”

Summary Risk Factors

The following is a summary of the key risks relating to the merger and each company. A more detailed description of each of the risks can be found under the section “ Risk Factors.”

RISKS RELATED TO THE MERGER

RISKS RELATED TO TWIN VEE CO.

RISKS RELATED TO THE INDUSTRY OF TWIN VEE CO. AND THE COMBINED ENTITY

RISKS RELATED TO THE ELECTRIC-POWERED BOATS

INTELLECTUAL PROPERTY RISKS

RISKS RELATED TO THE OWNERSHIP OF TWIN VEE CO.’S COMMON STOCK.

RISKS RELATED TO TWIN VEE INC.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Joint Proxy Statement/Prospectus contains “forward-looking statements.” We use words such as “could,” “may,” “might,” “will,” “expect,” “likely,” “believe,” “continue,” “anticipate,” “estimate,” “intend,” “plan,” “project,” and other similar expressions to identify some forward-looking statements, but not all forward-looking statements include these words. All of our forward-looking statements involve estimates and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Accordingly, any such statements are qualified in their entirety by reference to the information described under the caption “Risk Factors” and elsewhere in this Joint Proxy Statement/Prospectus.

The forward-looking statements contained in this Joint Proxy Statement/Prospectus 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 Joint Proxy Statement/Prospectus, 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.

Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, we undertake no obligation to update any forward-looking statement contained in this Joint Proxy Statement/Prospectus to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors that could cause our business not to develop as we expect emerge from time to time, and it is not possible for us to predict all of them. Further, we cannot assess the impact of each currently known or new factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

SELECTED HISTORICAL FINANCIAL DATA

SELECTED HISTORICAL FINANCIAL DATA OF TWIN VEE CO.

The following table sets forth the selected consolidated financial data of Twin Vee Co. and has been derived from Twin Vee Co.’s audited consolidated financial statements which are attached as Annex C-1 to this Joint Proxy Statement/Prospectus. Consolidated balance sheets as of December 31, 2021 and 2020, as well as consolidated statements of operations for the years ended December 31, 2021 and 2020 and the reports thereon in this Joint Proxy Statement/Prospectus which are attached as Annex C-1 to this Joint Proxy Statement/Prospectus. You should read this information in conjunction with Twin Vee Co.’s consolidated financial statements and related notes included in Twin Vee Co.’s Annual Report on Form 10-K for the year ended December 31, 2021. The statement of operations data for the six months ended June 30, 2022 and the balance sheet data as of June 30, 2022 have been derived from unaudited financial statements for the six months ended June 30, 2022 which are attached as Annex C-1 contained in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 which are attached as Annex C-1 to this Joint Proxy Statement/Prospectus. Historical results are not necessarily indicative of the results to be expected in the future.

SELECTED HISTORICAL FINANCIAL DATA OF TWIN VEE INC.

The statement of operations data for the years ended December 31, 2021 and 2020 and the balance sheet data as of December 31, 2021 and 2020 have been derived from Twin Vee Inc.’s audited financial statements for the year ended December 31, 2021 which are attached as Annex C-2 to this Joint Proxy Statement/Prospectus. The statement of operations data for the six months ended June 30, 2022 and 2021 and the balance sheet data as of June 30, 2022 have been derived from Twin Vee Inc.’s unaudited financial statements for the six months ended June 30, 2022 which are attached as Annex C-2 to this Joint Proxy Statement/Prospectus.

UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION OF TWIN VEE CO. AND TWIN VEE INC.

The following unaudited pro forma combined consolidated financial information assumes that each share of Twin Vee Inc. common stock will be exchanged for .0239734281399308 shares of Twin Vee Co. common stock. Utilizing the exchange ratio of .0239734281399308, it is anticipated that Twin Vee Inc. common stockholders will own approximately 57% of the voting stock of the combined company after the merger.

The unaudited pro forma combined consolidated financial information is based upon the assumption that the total number of shares of Twin Vee Inc. common stock outstanding immediately prior to the completion of the merger will be 166,851,398 and utilizes the exchange ratio of .0239734281399308 which will result in 4,000,000 shares of Twin Vee Co. common stock being issued in the transaction.

The following unaudited pro forma combined consolidated financial statements as of June 30, 2022 combine the historical consolidated financial statements of Twin Vee Co. and Twin Vee Inc. The unaudited pro forma combined consolidated financial statements give effect to the proposed merger as if the merger occurred on June 30, 2022 with respect to the consolidated statement of condition, and at the beginning of the periods for the six months ended June 30, 2022 and the twelve months ended December 31, 2021, with respect to the consolidated statements of income.

The notes to the unaudited pro forma combined consolidated financial statements describe the pro forma amounts and adjustments presented below. This pro forma data is not necessarily indicative of the operating results that Twin Vee Co. would have achieved had it completed the merger as of the beginning of the period presented and should not be considered as representative of future operations.

The unaudited pro forma combined consolidated financial information presented below is based on, and should be read together with, the historical financial information that Twin Vee Co. and Twin Vee Inc. have included in this Joint Proxy Statement/Prospectus as of and for the indicated periods.

UNAUDITED PRO FORMA CONDENSED CONSOLDIATED BALANCE SHEETS

UNAUDITED PROFORMA CONSDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2022

(1) Represents elimination of Twin Vee PowerCat, Co. expenses that were consolidated with Twin Vee PowerCats, Inc.

(2) Represents elimination of Twin Vee PowerCats, Inc. weighted average shares outstanding, net of shares issued as a result of the Merger, weighted as though these incremental shares had been issued on June 30, 2022.

UNAUDITED PROFORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2021