Twin Vee PowerCats Co. (Nasdaq: VEEE) and USFM Corporation have amended their previously announced merger agreement, which was originally signed on July 12, 2026. The amended agreement, titled the Amended and Restated Agreement and Plan of Merger, was executed on October 7, 2026, and outlines a revised transaction structure for the business combination.
Under the new terms, a newly formed entity known as Twin Vee Holdco Inc. (Pubco) will serve as the parent company. Pubco will be owned 93% by pre-closing USFM stockholders and 7% by pre-closing Twin Vee stockholders. The combined entity will be registered with the SEC, and Pubco’s shares are expected to be listed on the NYSE American or another national securities exchange.
A key change in the amended agreement is the inclusion of a requirement for USFM to use its reasonable best efforts to secure an up to $5 million private investment in public equity (PIPE). Additionally, the ownership split for the combined company has shifted from the original 90% USFM / 10% Twin Vee allocation to the new 93% USFM / 7% Twin Vee allocation.
Prior to the completion of the mergers, Twin Vee will establish a Delaware statutory trust (the CVR Trust) for the benefit of its pre-closing stockholders. Each Twin Vee stockholder will receive a non-transferable contingent value right (CVR) as a special distribution. The CVR Trust will assume Twin Vee’s marine assets and liabilities, operating the marine business as a separate entity focused on recreational products. The Trust intends to sell these assets and distribute any net proceeds to the stockholders.
The transaction is subject to customary closing conditions, including approval by disinterested shareholders of both companies and applicable regulatory approvals. The parties anticipate the transaction will close in the fourth quarter of 2026 or the first quarter of 2027. Twin Vee’s Board of Directors has approved the amended agreement, as has the Board of Directors of USFM Corporation.
