USFM and Twin Vee Amend Merger Agreement

Twin Vee holders would retain rights to future marine-business distributions alongside a reduced stake in the new parent.

Rhea-AI Summary

Twin Vee PowerCats (VEEE) and USFM amended their pending merger agreement, revising the transaction structure and ownership allocation. Pre-closing Twin Vee holders would own 7% of the new parent, Twin Vee Holdco, down from 10%; USFM holders would own 93%, up from 90%. USFM must use reasonable best efforts to seek an up to $5 million private investment in public equity.

Twin Vee Holdco would hold both companies as wholly owned subsidiaries. Before completion, Twin Vee would transfer its marine assets and liabilities to a trust. Existing holders would receive non-transferable contingent value rights to future trust distributions, expected from marine operations or a sale. Both boards approved the amendment. Closing remains subject to Twin Vee disinterested shareholder and regulatory approvals. The parties expect closing in Q4 2026 or Q1 2027; the parent's stock is expected to list on NYSE American or another national exchange.

3 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.USFM must use reasonable best efforts to seek an up to $5 million equity investment. 83% of market cap
• Moderate pointBoth boards approved the amended merger agreement.
• Minor point. Forward-looking: it has not happened yet and may not happen.Marine-business contingent value rights would entitle pre-closing Twin Vee holders to future trust distributions.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Pre-closing Twin Vee holders' proposed parent ownership falls to 7% from 10%; USFM holders receive 93%, previously 90%.
• Minor pointClosing remains subject to Twin Vee disinterested shareholder approval and applicable regulatory approvals.
• Minor point. Forward-looking: it has not happened yet and may not happen.Marine-business contingent value rights will be non-transferable.

Argus 15 min delay 3 alerts

-4.25% vs previous close $9.91 last price 2.5x rel. volume Open Argus

Details

Market move: VEEE -4.25% vs previous close. Amended merger agreement

$9.91 – $11.00 Day Range

$5.79M Market Cap

On Oct 8, the day this news came out, the latest delayed price for VEEE is 4.25% below the previous close. Our momentum scanner has recorded 3 alerts for this stock so far that day. The latest delayed price is $9.91. Relative volume is elevated at 2.5x the average.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

PIPE investment: Up to $5 million Post-closing ownership: 93% USFM stockholders / 7% Twin Vee stockholders Expected closing: Fourth quarter of 2026 or first quarter of 2027

PIPE investment

Up to $5 million

USFM is required to use reasonable best efforts to seek to close the investment

Post-closing ownership

93% USFM stockholders / 7% Twin Vee stockholders

Amended terms; initial agreement specified 90% / 10%

Expected closing

Fourth quarter of 2026 or first quarter of 2027

Subject to satisfaction of closing conditions

Previous Acquisition Reports

1 past event · Latest: Jul 13

Same Type 1 event

1. Jul 13

   Merger agreement

   24h Move

   +415.8%

   Initial deal allocated 10% of the combined company to Twin Vee holders and provided CVRs for the separated marine business.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

pipe, contingent value right, delaware statutory trust, fairness opinion

4 terms

pipe financial

"up to $5 million private investment in public equity (PIPE) investment"

A PIPE (private investment in public equity) is a deal in which institutional or accredited investors buy shares or convertible securities directly from a publicly traded company, usually at a discount to the market price. Companies use PIPEs to raise money faster than through a traditional public offering; for existing shareholders they matter because the newly issued shares add to the share count and can dilute ownership.

contingent value right financial

"Each pre-closing Twin Vee stockholder will receive a non-transferable contingent value right"

A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.

delaware statutory trust regulatory

"Twin Vee will form a Delaware statutory trust"

A Delaware statutory trust is a legal structure created under Delaware law that holds assets—often real estate or income-producing property—and issues shares of ownership to investors. It separates the assets and liabilities of the trust from individual investors, like a shared landlord that collects rent and pays expenses, and matters to investors because it can simplify ownership, limit personal liability, and make it easier to receive steady income or trade ownership stakes without managing properties directly.

fairness opinion financial

"Houlihan Capital provided a fairness opinion to the Board of Directors of Twin Vee."

A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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GOLDEN, CO AND FORT PIERCE, FL / ACCESS Newswire / October 8, 2026 / USFM Corporation ("USFM"), a privately held, U.S.-based mineral exploration company advancing critical mineral opportunities in Greenland, and Twin Vee PowerCats Co. (NASDAQ:VEEE) ("Twin Vee"), a manufacturer, distributor and marketer of power sport boats, announced today that they have amended their definitive merger agreement for USFM's pending business combination with Twin Vee, which was initially entered into on July 12, 2026. The amended merger agreement, amongst other changes, reflects a revised transaction structure, includes a requirement for USFM to use reasonable best efforts to seek to close an up to $5 million private investment in public equity (PIPE) investment, and reflects a reduction in the post-closing stock split for the combined company from 90% pre-closing USFM stockholders / 10% pre-closing Twin Vee stockholders under the initial merger agreement to 93% pre-closing USFM stockholders / 7% pre-closing Twin Vee stockholders under the amended merger agreement. Other key terms of the July 12, 2026 initial merger agreement remain unchanged.

Pursuant to the terms of the transaction, a newly formed entity called Twin Vee Holdco Inc., a Texas corporation ("Pubco"), formed two new transitory merger subsidiaries, one of which will merge with USFM and the other of which will merge with Twin Vee, resulting in Pubco as the parent company holding both USFM and Twin Vee as separate wholly owned subsidiaries at closing. Pubco will be owned 93% by pre-closing USFM stockholders and 7% by pre-closing Twin Vee stockholders. Pubco's shares will be registered with the SEC and its stock is expected to be listed on NYSE American or another national securities exchange. Additionally, as previously disclosed, prior to completion of the mergers, Twin Vee will form a Delaware statutory trust (the "CVR Trust") for the benefit of the pre-closing Twin Vee stockholders. Each pre-closing Twin Vee stockholder will receive a non-transferable contingent value right ("CVR") in the CVR Trust as a special distribution from Twin Vee. Twin Vee will transfer the assets and liabilities relating to its marine business to the CVR Trust and the CVR Trust will operate the marine business as a separate company focused on delivering leading recreational marine products to boating enthusiasts. The CVRs will entitle holders to receive future distributions from the CVR Trust, which are expected to be generated from the operations or sale of the marine business.

The amended transaction terms are intended to unlock value for stockholders, provide the operating business with greater strategic and financial flexibility, and position both businesses for their next phase of growth.

The amended merger agreement has been approved by the Board of Directors of Twin Vee and the Board of Directors of USFM Corporation. The closing of the transaction is subject to customary closing conditions, including approval by Twin Vee's disinterested shareholders, applicable regulatory approvals, and the satisfaction or waiver of other conditions contained in the definitive agreements. The parties currently expect the transaction to close in the fourth quarter of 2026 or the first quarter of 2027, subject to the satisfaction of closing conditions. Neither USFM nor Twin Vee expects any immediate changes to customer service, vendor relationships, or employee operations as a result of today's announcement.

Advisors

Loeb & Loeb LLP is serving as legal counsel to USFM. Sheppard Mullin Richter & Hampton LLP is serving as legal counsel to Twin Vee. Houlihan Capital provided a fairness opinion to the Board of Directors of Twin Vee.

About USFM Corporation

USFM Corporation is a privately held U.S.-based mineral exploration company focused on advancing critical mineral opportunities in stable jurisdictions. USFM is currently focused on the Disko-Nuussuaq Project in Greenland, one of the largest underexplored magmatic nickel districts globally.

Learn more about USFM at usfm.com.

About Twin Vee PowerCats Co.

Twin Vee PowerCats Co. manufactures a range of boats under the Twin Vee and Bahama Boat Works brands, designed for activities including fishing, cruising, and recreational use. Twin Vee PowerCats are recognized for their stable, fuel-efficient, and smooth-riding catamaran hull designs. Twin Vee is one of the most recognizable brand names in the catamaran sport boat category and is known as the "Best Riding Boats on the Water™." Bahama Boat Works is an iconic luxury brand long celebrated for its unmatched craftsmanship, timeless aesthetic, and dedication to producing some of the finest offshore fishing vessels.

Twin Vee is located in Fort Pierce, Florida, and has been building and selling boats for 30 years.

Learn more at twinvee.com and bahamaboatworks.com.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of the words "could," "believe," "anticipate," "intend," "estimate," "expect," "may," "continue," "predict," "potential," "project" and similar expressions that are intended to identify forward-looking statements and include statements regarding the proposed merger between USFM and Twin Vee and the concurrent privatization of Twin Vee's marine business; the formation of a trust to operate the marine business as a private company; the anticipated strategic and financial benefits of the transactions, including the unlocking of shareholder value, the lowering of operating overhead, and the ability to dedicate more resources to product development, manufacturing, and customer support; the expected timing for completion of the transactions in the fourth quarter of 2026 or first quarter of 2027; the expectation that there will be no immediate changes to operations, customer service, or vendor relationships; and Pubco's future trading on NYSE American or another national securities exchange.

These forward-looking statements are based on management's expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which are difficult to predict, that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the ability of the parties to consummate the proposed transaction; satisfaction of closing conditions to the consummation of the proposed transaction; the impact of the announcement of the proposed transaction on Twin Vee's relationships with its employees, existing customers or potential future customers, and the risk factors described in Twin Vee's Annual Report on Form 10-K for the year ended December 31, 2025, Twin Vee's Quarterly Reports on Form 10-Q, Twin Vee's Current Reports on Form 8-K and subsequent filings by Twin Vee, Pubco, and USFM with the SEC. The information in this press release is provided only as of the date of this release, and none of Pubco, USFM, and Twin Vee undertakes any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events, except as required by law.

Additional Information and Where to Find It

Pubco intends to file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4, which shall include a joint proxy statement of USFM and Twin Vee, in connection with the proposed business combination involving USFM and Twin Vee, and Pubco, Twin Vee, and USFM will furnish or file other materials with the SEC in connection with the proposed transaction. The definitive joint proxy statement will be sent or given to the stockholders of USFM and Twin Vee and will contain important information about the proposed transaction and related matters. BEFORE MAKING ANY VOTING DECISION, USFM'S STOCKHOLDERS AND TWIN VEE'S STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THOSE OTHER MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. The Registration Statement, joint proxy statement and other relevant materials (when they become available), and any other documents filed by Pubco, USFM, and Twin Vee with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, security holders will be able to obtain free copies of such documents from Twin Vee by contacting Twin Vee by telephone at (772) 429-2525, or by mail to Twin Vee PowerCats Co., 3101 S. U.S. Highway 1, Fort Pierce, Florida 34982 or from USFM by contacting USFM by telephone at (872) 216-1518, or by mail to USFM Corporation, 1707 Cole Blvd, Suite 200, Golden, Colorado 80401.

Participants in the Solicitation

Pubco, USFM, Twin Vee and their respective directors and officers may be deemed to be participants in the solicitation of proxies from the stockholders of USFM and Twin Vee in connection with the proposed transaction. Information regarding the interests of these directors and officers in the transaction described herein will be included in the Registration Statement and other SEC filings described above. Additional information regarding the directors and executive officers of Twin Vee is included in the proxy statement for its 2025 Annual Meeting, 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, 2026, and is supplemented by other public filings made, and to be made, with the SEC by Pubco, USFM, and Twin Vee.

No Offer or Solicitation

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

Contact:

USFM Corporation
Tel: (872) 216-1518

Twin Vee
Glenn Sonoda
investor@twinvee.com

SOURCE: USFM Corporation

View the original press release on ACCESS Newswire

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How does the amended USFM merger change Twin Vee shareholders' ownership?

Pre-closing Twin Vee shareholders would own 7% of Twin Vee Holdco, compared with 10% under the initial agreement. Pre-closing USFM shareholders would own 93%, compared with 90%. Twin Vee Holdco would become the parent of both companies at closing.

When is the Twin Vee and USFM merger expected to close?

The parties expect the merger to close in the fourth quarter of 2026 or the first quarter of 2027, subject to closing conditions. Required approvals include those of Twin Vee's disinterested shareholders and applicable regulators.

Will the amended Twin Vee and USFM merger immediately change customer service or employee operations?

Neither company expects immediate changes to customer service, vendor relationships or employee operations as a result of the amendment announcement.