双维电力猫美股招股说明书(2025-05-08版)

PRELIMINARY PROSPECTUSSUBJECT TO COMPLETIONDATED MAY 8, 2025(To the Prospectus dated August 24, 2022) We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and a “smallerreporting company.” As such, we have elected to comply with certain reduced public company reporting requirements. Please see Investing in our common stock involves a high degree of risk. Before making an investment decision, please read the incorporated by reference into this prospectus supplement and the accompanying base prospectus.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Anyrepresentation to the contrary is a criminal offense. closing sale price of our common stock on the Nasdaq Capital Market within the prior 60 days of this prospectus supplement. Duringthe prior 12 calendar month period that ends on and includes the date hereof, we have not offered or sold any shares of our commonstock pursuant to General Instruction I.B.6 to Form S-3. Public offering price$$Underwriting discounts and commissions(1)$$Proceeds to us, before expenses$$ (1)We have agreed to reimburse the representative of the underwriters for certain expenses. Underwriting discounts andcommissions do not include a non-accountable expense allowance equal to 1.0% of the public offering price payable to theunderwriters. Please see “Underwriting” for a description of compensation payable to the underwriters. The OfferingRisk Factors Underwriting Where You Can Find More Information Risk FactorsForward-Looking Statements Description of Debt SecuritiesDescription of WarrantsLegal Ownership of SecuritiesPlan of DistributionLegal Matters prospectus supplement, the statement in the document having the later date modifies or supersedes the earlier statement as ourbusiness, financial condition, results of operations and prospects may have changed since the earlier dates. This prospectus supplement, the accompanying base prospectus and the documents incorporated into each by reference includeimportant information about us, the securities being offered and other information you should know before investing in our securities.You should also read and consider information in the documents we have referred you to in the section of this prospectus supplement You should rely only on the information contained in or incorporated by reference into this prospectus supplement and theaccompanying base prospectus and any free writing prospectus we may provide to you in connection with this offering and theinformation incorporated or deemed to be incorporated by reference therein. We have not, and the underwriters have not, authorized prospectus supplement and the accompanying base prospectus. If anyone provides you with different or inconsistent information, youshould not rely on it. We are not, and the underwriters are not, offering to sell these securities in any jurisdiction where the offer or saleis not permitted. You should not assume that the information contained or incorporated by reference in this prospectus supplement orthe accompanying base prospectus is accurate as of any date other than as of the date of this prospectus supplement or theaccompanying base prospectus, as the case may be, or in the case of the documents incorporated by reference, the date of suchdocuments regardless of the time of delivery of this prospectus supplement and the accompanying base prospectus or any sale of our document that is incorporated by reference in this prospectus supplement were made solely for the benefit of the parties to suchagreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not bedeemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurateonly as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately S-i incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors,including those discussed under the heading “Risk Factors” in this prospectus supplement and under similar headings in the otherdocuments that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on thisinformation. by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus supplement to “Twin Vee,” “theCompany,” “we,” “us,” “our” and similar references refer to Twin Vee PowerCats Co., an entity incorporated under the laws of theState of Delaware, and where appropriate our consolidated subs