Twin Vee PowerCats Co美股招股说明书(2026-02-23版)

Twin Vee PowerCats Co. We are offering on a best efforts basis 6,383,000 shares of our common stock, par value $0.001 per share, of Twin Vee PowerCats Co. (the “Company”, “we”, “our”, “us”), at an offeringprice of $0.47per share. For further information about the securities offered herein, see “Description of Securities We Are Offering”. We have engaged ThinkEquity LLC (the “placement agent”) to act as our exclusive placement agent in connection with this offering. The placement agent has agreed to use its reasonablebest efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities we are offering and the placementagent is not required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay placement agent fees to the placement agent as set forthin the table below, which assumes that we sell all of the securities offered by this prospectus. Since we will deliver the securities to be issued in this offering upon our receipt of investorfunds, there is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering.Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered, which may significantly reduce theamount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goalsdescribed in this prospectus. In addition, because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in our company,but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale of securities offered by us will be available forour immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See the section entitled “Risk Factors” for moreinformation. We will bear all costs associated with the offering. See “Plan of Distribution” on page S-39 of this prospectus for more information regarding these arrangements. The public offering price was determined through negotiation between us and the placement agent based upon a number of factors, including our history and our prospects, the industry inwhich we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering. Our common stock is listed on the Nasdaq Capital Market under the symbol “VEEE.” On February 19, 2026, the last reported sale price of our common stock on the Nasdaq CapitalMarket was $0.94 per share. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and a “smaller reporting company.” As such, we have elected to complywith certain reduced public company reporting requirements. Please see “Prospectus Summary—Implications of Being an Emerging Growth Company.” Investing in our securities involves a high degree of risk. Before making an investment decision, please read the information under the heading “Risk Factors” beginning onpage 11 of this 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 accuracyof this prospectus or the accompanying base prospectus. Any representation to the contrary is a criminal offense. Public offering price(1) (1)In addition to the placement agent fees, we have agreed to reimburse the placement agent for certain expenses in connection with this offering. See “Plan of Distribution” for adescription of the compensation payable to the placement agent.(2) Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering, the actual public offering amount, placement agent fees,and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above. For more information, see “Plan ofDistribution.” The delivery to purchasers of the securities in this offering is expected to be made on or aboutFebruary 23, 2026. ThinkEquity The date of this prospectus is February 19, 2026. TABLE OF CONTENTS TRADEMARKSiiBASIS OF PRESENTATIONiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiMARKET, INDUSTRY AND OTHER DATAiiiPROSPECTUS SUMMARY1SUMMARY OF THE OFFERING9SUMMARY FINANCIAL DATA11RISK FACTORS12USE OF PROCEEDS36CAPITALIZATION37DIVIDEND POLICY38DILUTION38PLAN OF DISTRIBUTION39MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS48BUSINESS58MANAGEMENT68EXEC