[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_98":99},"routes/item",{"_9":10},"item",{"_11":12,"_13":14,"_15":16,"_17":18,"_19":20,"_21":-5,"_22":23,"_24":25,"_26":27,"_28":29,"_30":29,"_31":32,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":-5,"_46":47,"_48":-5,"_49":-5,"_50":51,"_52":53,"_54":55,"_56":57,"_58":57,"_59":60,"_61":40,"_62":63},"id","rihwidr2sld9vgj04uhwibr7v","revision",2,"title","Twin Vee PowerCats Co. 与 USFM Corporation 达成合并协议","originalTitle","Twin Vee PowerCats, Co. (0001855509) (Filer)","summary","Twin Vee PowerCats Co. 与 USFM Corporation 达成合并协议，将通过两步合并方式实现。合并后，Twin Vee PowerCats 股东将获得 Pubco 7% 的股份，合并需经股东批准。","reason","source",{"_11":88,"_89":90,"_91":92,"_93":57,"_94":95,"_96":97},"links",{"_85":86,"_63":87},"publishedAt","2026-10-08T21:06:37.000Z","discoveredAt","2026-10-08T21:24:36.728Z","timelineAt","category","ai-products","tags",[81,82,83,84],"stockSymbols",[80],"score",49,"selected",false,"channel","news","story",{"_72":73,"_15":74},"x","readingMode","full","author","language","body",{"_76":-5,"_63":77,"_78":-5,"_79":40},"outline",[],"relatedStories",[75],"indexable",true,"markdownAvailable","group",{"_64":65,"_43":66,"_67":68,"_69":70,"_71":70},"hasTranslation","bodyLanguage","original","factId","fPQj7-qcfneM",{"_72":73,"_15":74},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","7f6ae2f3-2900-4550-be74-4776a446fa6c","Twin Vee 与 USFM 合并协议",{"_72":73,"_15":74},"zh","

UNITED\nSTATES

SECURITIES\nAND EXCHANGE COMMISSION

Washington,\nD.C. 20549

FORM\n8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October\n7, 2026

TWIN\nVEE POWERCATS CO.

(Exact name of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n

Delaware		001-40623		27-1417610
(State or other jurisdiction of \nincorporation)		(Commission \nFile Number)		(IRS Employer \nIdentification Number)

\n \n \n \n \n \n \n \n \n \n \n \n \n

3101 S. US-1

Ft. Pierce, Florida

34982

(Address of principal executive offices)

(Zip Code)

(772) 429-2525

(Registrant’s telephone number, including area\ncode)

N/A

(Former name or former address, if changed since last\nreport.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously\nsatisfy the filing obligation of the registrant under any of the following provisions:

\n \n \n \n

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

\n \n \n \n

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

\n \n \n \n

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

\n \n \n \n

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

\n \n \n \n \n \n \n \n \n

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

(Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company\nas defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934\n(§240.12b-2 of this chapter).

Emerging\ngrowth company ☒

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

Item 1.01 Entry into a Material Definitive Agreement.

Amended and Restated Merger Agreement

On October 7, 2026, Twin Vee PowerCats Co., a Delaware corporation (the\n“Company”), USFM Corporation, a Colorado corporation (“USFM”), Twin Vee Holdco Inc., a Texas corporation and a\nwholly owned subsidiary of the Company (“Pubco”), Twin Vee Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary\nof Pubco (“Merger Sub I”), and USFM Merger Sub Inc., a Colorado corporation and wholly-owned subsidiary of Pubco (“Merger\nSub II” and, together with Merger Sub I, the “Merger Subs”), entered into an Amended and Restated Agreement and Plan\nof Merger (the “A&R Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth in the\nA&R Merger Agreement, (a) Merger Sub I will merge with and into the Company (the “First Merger”), with the Company continuing\nas the surviving corporation in the First Merger (the “Surviving Company”) as a wholly owned subsidiary of Pubco and (b) Merger\nSub II will merge with and into USFM (the “Second Merger” and, together with the First Merger, the “Mergers”),\nwith USFM continuing as the surviving corporation in the Second Merger (the “Surviving Corporation”) as a wholly owned subsidiary\nof Pubco. The A&R Merger Agreement amends and restates that certain Agreement and Plan of Merger, dated as of July 12, 2026, by and\namong the Company, USFM, and USFM Merger Sub Inc., a Nevada corporation and wholly-owned subsidiary of USFM. The Company’s shares\nare currently publicly traded on the Nasdaq Capital Market.

On the terms and subject to the conditions set forth in the A&R Merger\nAgreement, at the effective time of the First Merger (the “First Effective Time”), and as a result of the First Merger, each\nshare of common stock, par value $0.001 per share, of the Company (the “Shares”), that is issued and outstanding immediately\nprior to the First Effective Time (other than certain Shares to be canceled pursuant to the terms of the A&R Merger Agreement and\nDissenting Shares (as defined in the A&R Merger Agreement)) will be converted into the right to receive a pro rata portion of an aggregate\nnumber of shares of Pubco’s common stock, par value $0.01 per share (“Pubco Shares”), that represent 7% of the issued\nand outstanding Pubco Shares immediately following the effective time of the Second Merger (the “Second Effective Time”),\ncalculated on a fully diluted basis (the “Company Consideration Shares”).

In addition, pursuant to the A&R Merger Agreement, effective as of\nthe First Effective Time, automatically and without any action on the part of the holder thereof, (a) each Company Convertible Security\n(as defined in the A&R Merger Agreement) shall be accelerated and fully vested, and converted into the right to receive a pro rata\nportion of the Company Consideration Shares and (b) each Company Common Stock Warrant (as defined in the A&R Merger Agreement) shall\nbe assumed by the Surviving Company and shall become a corresponding warrant of Pubco.

The Company is subject to customary restrictions on its ability to solicit\nalternative acquisition proposals from third parties and to provide information to, and enter into discussions or negotiations with, third\nparties regarding alternative acquisition proposals. However, prior to the receipt of the approval of the transactions contemplated by\nthe A&R Merger Agreement from the Company’s stockholders, the solicitation restrictions are subject to a customary “fiduciary-out”\nprovision that allows the Company, under certain circumstances, to provide information to and participate in negotiations or discussions\nwith third parties with respect to an alternative acquisition proposal if it determines in good faith, after consultation with outside\nlegal counsel, that the failure to take such action would reasonably be expected to be a violation of the Company’s board of directors’\nfiduciary duties under applicable law. In addition, the Company’s board of directors, after satisfying certain notice requirements\nto USFM, may change its recommendation with respect to the Mergers if it determines in good faith, after consultation with outside legal\ncounsel, that the failure to do so under certain circumstances specified in the A&R Merger Agreement would reasonably be expected\nto be a violation of the Company’s board of directors’ fiduciary duties under applicable law.

The A&R Merger Agreement contains certain termination rights, and provides\nthat, upon termination of the A&R Merger Agreement under specified circumstances, USFM may be required to pay the Company a termination\nfee of $500,000 and the Company may be required to pay USFM a termination fee of $800,000. Specifically, if the A&R Merger Agreement\nis terminated (a) in connection with a failure of USFM to obtain its stockholders approval of the Mergers or (b) subject to certain conditions,\nin the event the Mergers are not consummated prior to the “end date” of December 31, 2026, then, in either case, the $500,000\ntermination fee will be payable by USFM to the Company upon termination of the A&R Merger Agreement. In addition, if the Company terminates\nthe A&R Merger Agreement (x) to accept a Superior Proposal (as defined in the A&R Merger Agreement) in compliance with the terms\nof the A&R Merger Agreement, (y) after the Company shall have (i) within ten (10) Business Days of a tender or exchange offer relating\nto securities of the Company having been commenced, failed to publicly recommend against such tender or exchange offer, (ii) the Company\nshall have failed to publicly reaffirm its recommendation of the First Merger within 10 Business Days after the date any Acquisition Proposal\n(as such term is defined in the A&R Merger Agreement) shall have been announced, or (iii) a willful or material breach by the Company\nof the exclusivity provisions of the A&R Merger Agreement shall have occurred, or (z) following USFM’s determination that the\nCompany will likely fail to resolve the Reincorporation Matter (as defined in the A&R Merger Agreement) (i) prior to December 31,\n2026 or (ii) in a manner satisfactory to USFM in its sole discretion, then, in any such case, the $800,000 termination fee will be payable\nby the Company to USFM upon termination of the A&R Merger Agreement.

The A&R Merger Agreement contains customary representations, warranties\nand covenants of the Company, Pubco, the Merger Subs and USFM, including, among others, covenants that: (a) each party will conduct its\nbusiness in the ordinary course of its business during the interim period between the execution of the A&R Merger Agreement and the\nSecond Effective Time or earlier termination of the A&R Merger Agreement, (b) each party will not engage in certain types of transactions\nor take certain actions outside the ordinary course during such period without the prior consent of the other party, and (c) USFM will\nuse its reasonable best efforts to take all actions necessary, proper or advisable to consummate the transactions contemplated by the\nPIPE Investment (as such term is defined in the A&R Merger Agreement). The A&R Merger Agreement also requires each of the Company\nand USFM to call and hold a stockholder meeting and for the Company’s board of directors to recommend that the Company’s stockholders\napprove the A&R Merger Agreement.

Without limiting the generality of the foregoing, pursuant to the A&R\nMerger Agreement, prior to the closing of the Mergers, the Company, Twin Vee Bahama Group, Inc., a Delaware corporation and wholly owned\nsubsidiary of the Company (“Assetco”), and a to be formed Delaware contingent value rights trust (the “Trust”),\nmust consummate the Pre-Closing CVR Restructuring (as defined below) pursuant to which such parties shall: (a) form Assetco as a wholly-owned\nsubsidiary of the Company; (b) cause the contribution of all of the Company Assets and Liabilities (as defined in the A&R Merger Agreement\nto generally include all of the Company’s assets and liabilities other than $700,000 in cash and the liabilities related to the\nDelaware Matter, which must be retained by the Company as of the Closing) from the Company to Assetco in exchange for all of Assetco’s\nissued and outstanding shares of capital stock (the “Assetco Contribution”), using a contribution agreement in a form reasonably\nsatisfactory to USFM; (c) form the Trust as a wholly-owned subsidiary of the Company; (d) cause the contribution of all of the issued\nand outstanding shares of capital stock of Assetco from the Company to the Trust in exchange for all of the Trust’s contingent value\nrights interests, using a contribution agreement in a form reasonably satisfactory to USFM; and (e) cause the distribution of the contingent\nvalue rights interests from the Company to the Company’s existing stockholders, using a distribution agreement in a form reasonably\nsatisfactory to USFM, after which the Company shall retain no ownership or other interest (whether in the form of stock, trust interests,\nor otherwise) in either the Trust or Assetco (such steps collectively, the “Pre-Closing CVR Restructuring”). Following closing\nof the Mergers, the Trust will seek to sell the Company Assets and Liabilities and any net proceeds received from such sales would ultimately\naccrue to the benefit of existing Company stockholders.

Consummation of the Mergers is subject to various conditions, including\n(a) obtaining requisite approval of the Mergers from the Company’s and USFM’s stockholders, (b) the Registration Statement\n(as defined in the A&R Merger Agreement) filed by Pubco with the SEC becoming effective, (c) the absence of certain laws or orders\nissued by certain specified governmental entities making illegal or permanently enjoining or prohibiting the Mergers, (d) the Company\nConsideration Shares being approved for listing on the NYSE, NYSE American, or another applicable stock exchange, (e) the accuracy of\nthe representations and warranties made by the parties, subject to certain exceptions, (f) the absence of a material adverse effect on\neither party that is continuing, (g) consummation of the Pre-Closing CVR Restructuring, and (h) delivery of a fairness opinion.

The foregoing description of the A&R Merger Agreement and the transactions\ncontemplated thereby in this Current Report on Form 8-K is only a summary and does not purport to be complete and is qualified in its\nentirety by reference to the full text of the A&R Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated\ninto this Current Report on Form 8-K by reference herein.

The A&R Merger Agreement has been included to provide investors with\ninformation regarding its terms. It is not intended to provide any other factual information about the Company, Pubco, the Merger Subs,\nor USFM. The representations, warranties and covenants contained in the A&R Merger Agreement were made only for purposes of the A&R\nMerger Agreement as of the specific dates therein, were solely for the benefit of the parties to the A&R Merger Agreement, may be\nsubject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes\nof allocating contractual risk between the parties to the A&R Merger Agreement instead of establishing these matters as facts, and\nmay be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. The representations\nand warranties may also be subject to contractual standards of materiality that may be different from those generally applicable under\nthe securities laws. Neither the Company nor USFM’s investors are third-party beneficiaries under the A&R Merger Agreement and\nshould not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state\nof facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the\nsubject matter of representations and warranties may change after the date of the A&R Merger Agreement, which subsequent information\nmay or may not be fully reflected in the Company’s or USFM’s public disclosures.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;\nAppointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Michael P. Dickerson and the Company entered into an amendment to Mr. Dickerson’s\nexisting consulting agreement to, among other things, extend the term of such agreement to the earlier to occur of (i) the closing or\ntermination of the pending business combination with USFM or (ii) December 31, 2026, with possible extensions of such term through March\n31, 2027.

The foregoing description of Mr. Dickerson’s consulting agreement\namendment is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the\nconsulting agreement amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated into this Current Report on Form 8-K\nby reference herein.

Item 7.01 Regulation FD Disclosure.

On October 8, 2026, USFM and the Company issued a joint press release announcing\nthe execution of the A&R Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated\nby reference herein.

Additional Information and Where to Find It

Pubco intends to file with the SEC a Registration Statement on Form S-4,\nwhich shall include a joint proxy statement, in connection with its proposed acquisition of the Company by USFM and Pubco, USFM and the\nCompany will furnish or file other materials with the SEC in connection with the proposed transaction. The definitive proxy statement\nwill be sent or given to the stockholders of the Company and will contain important information about the proposed transaction and related\nmatters. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THOSE OTHER MATERIALS\n(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN\nIMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. The proxy statement and other relevant\nmaterials (when they become available), and any other documents filed by USFM, Pubco, and the Company with the SEC, may be obtained free\nof charge at the SEC’s website at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement\nfrom the Company by contacting the Company by telephone at (772) 429-2525, or by mail to Twin Vee PowerCats Co., 3101 S. U.S. Highway\n1, Fort Pierce, Florida 34982.

Participants in the Solicitation

The Company and its directors and officers may be deemed to be participants\nin the solicitation of proxies from the stockholders of the Company in connection with the proposed transaction. Information regarding\nthe interests of these directors and officers in the transaction described herein will be included in the proxy statement described above.\nAdditional information regarding the directors and executive officers of the Company is included in proxy statement for its 2025 Annual\nMeeting, which was filed with the SEC on October 23, 2025, its Annual Report on Form 10-K, which was filed with the SEC on February 27,\n2026, and is supplemented by other public filings made, and to be made, with the SEC by the Company, Pubco, and USFM.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within\nthe meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking\nstatements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking\nstatements, including, but not limited to, the ability of the parties to consummate the proposed transaction; satisfaction of closing\nconditions to the consummation of the proposed transaction; the impact of the announcement of the proposed transaction on the Company’s\nrelationships with its employees, existing customers or potential future customers; and such other risks and uncertainties pertaining\nto the Company’s business as detailed in its filings with the SEC on Forms 10-K and 10-Q, which are available on the SEC’s\nwebsite at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of\nthe date thereof. The Company assumes no obligation to update any forward-looking statement contained in this document except to the extent\nrequired by applicable law.

No Offer or Solicitation

This communication is for informational purposes only and is not intended\nto, and shall not, constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation\nof any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would\nbe unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01 Financial Statements and Exhibits.

\n \n \n \n

(d)

Exhibits.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	2.1*		Amended and Restated Agreement and Plan of Merger, dated as of October 7, 2026, by and among USFM, Pubco, Merger Subs, and the Company.

	10.1		Second Amendment to Consulting Agreement, dated effective as of October 1, 2026, by and between the Company and Michael P. Dickerson and/or Dickerson Financial Services, LLC.

	99.1		Press release, dated October 8, 2026.

	104		Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL).

*Certain of the exhibits and schedules to this Exhibit have been omitted\nin accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon\nits request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange\nAct of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	TWIN VEE POWERCATS CO.

	By:	/s/ Glenn Sonoda
		Glenn Sonoda
		In-House Counsel

Date: October 8, 2026

","zhKind","complete","VEEE","政策与监管","并购","退市","Nasdaq","aihot","/items/rihwidr2sld9vgj04uhwibr7v","https://www.sec.gov/Archives/edgar/data/1855509/000173112226001330/0001731122-26-001330-index.htm","rss-sec-xbrl","name","SEC · EDGAR 财务披露","kind","rss","firstParty","iconUrl","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar&exp=1791676800&sig=72c3b858af523efd","iconSrcSet","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-48&exp=1791676800&sig=7a11775d33e5ce74 48w, /api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-96&exp=1791676800&sig=6814978d6a0138cf 96w","changelogVersion","2026-10-01T08:00"]