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Twin Vee PowerCats Co美股招股说明书(2025-05-12版)

2025-05-12 美股招股说明书 陳寧遠
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750,000 SharesCommon Stock Twin Vee PowerCats Co. We are offering 750,000 shares of our common stock in this offeringpursuant to this prospectus supplement and the accompanyingprospectus at a price of $4.00 per share. Our common stock is listed on the Nasdaq Capital Market under the symbol “VEEE.” On May 8, 2025, the last reported sale price ofour common stock on the Nasdaq Capital Market was $7.45 per share. 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“Preliminary Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” Investing in our common stock involves a high degree of risk. Before making an investment decision, please read theinformation under the heading “Risk Factors” beginning on pageS-5of this prospectus supplement and in the documentsincorporated 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 thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Anyrepresentation to the contrary is a criminal offense. As of the date of this prospectus supplement, the aggregate market value of our common stock held by non-affiliates pursuant toGeneral Instruction I.B.6 of Form S-3 is $9,096,409, which is calculated based on 1,220,995 shares of our common stock outstandingheld by non-affiliates and a price of $7.45 per share, the closing price of our common stock on May 8, 2025, which is the highestclosing 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 (1)We have agreed to reimburse the representative of the underwriters (the “Representative”) for certain expenses. Underwritingdiscounts and commissions do not include a non-accountable expense allowance equal to 1.0% of the public offering pricepayable to the underwriters. Please see “Underwriting” for a more detailed description of compensation payable to theunderwriters. The underwriters expect to deliver the shares of common stock to the purchasers on or about May 12, 2025. ThinkEquity The date of this prospectus supplement is May 8, 2025 PROSPECTUSSUPPLEMENT About this Prospectus SupplementForward-Looking StatementsProspectus Supplement SummaryThe OfferingRisk FactorsUse of ProceedsCapitalizationDividend PolicyUnderwritingLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Information by Reference TABLE OF CONTENTS PROSPECTUS About this ProspectusProspectus SummaryRisk FactorsForward-Looking StatementsUse of ProceedsDescription of Capital StockDescription of Debt SecuritiesDescription of WarrantsLegal Ownership of SecuritiesPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Information by Reference ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that we have filed with the Securities and Exchange Commission (the“SEC”) utilizing a “shelf” registration process. Under the shelf registration process, we may offer shares of our common stock havingan aggregate offering price of up to $100,000,000 under the accompanying base prospectus. This prospectus supplement may add to,update or change information in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement or the accompanying prospectus. We provide information to you about this offering of shares of our common stock in two separate documents that are bound together:(1)this prospectus supplement, which describes the specific details regarding this offering; and (2)the accompanying base prospectus,which provides general information, some of which may not apply to this offering. Generally, when we refer to this “prospectus,” weare referring to both documents combined. If information in this prospectus supplement is inconsistent with the accompanying base prospectus or with any documentincorporated by reference that was filed with the SEC before the date of this prospectus supplement, you should rely on this prospectussupplement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statementso superseded will be deemed not to constitute a part of this prospectus. However, if any statement in one of these documents isinconsistent with a statement in another document having a later date—for example, a document incorporated by reference i