As filed with the Securities and Exchange Commission
on March 5, 2026
Registration Statement No. 333-292661
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TWIN
VEE POWERCATS CO.
(Exact name of registrant as specified in its charter)
| Delaware |
3730 |
27-1417610 |
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification No.) |
3101 S. US-1
Ft. Pierce, Florida 34982
(772) 429-2525
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Joseph C. Visconti
Chief Executive Officer, Interim Chief Financial Officer and President
Twin Vee PowerCats Co.
3101 S. US-1
Ft. Pierce, Florida 34982
(772) 429-2525
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Gregory Sichenzia, Esq.
Arthur S. Marcus, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st Floor
New York, NY 10036
Telephone: (212) 930-9700
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement, as determined by market conditions.
If the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| |
|
|
|
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
|
|
| |
|
Emerging growth company |
☒ |
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
We are filing this pre-effective amendment (this
“Amendment”) to our Registration Statement on Form S-3, as amended (File No. 333-292661), initially filed with the U.S. Securities
and Exchange Commission (the “SEC”) on February 27, 2026 (the “Registration Statement”) as an exhibits-only filing
to file an updated auditor consent in Exhibit 23.1. Accordingly, this Amendment consists only of the facing page, this explanatory note,
Item 16 of Part II of the Registration Statement, including the signature page and the exhibit index, and the filed exhibits. The prospectus
is unchanged and has been omitted.
Item 16. Exhibits and Financial Statement Schedules
Exhibit
Number |
Description
|
| 3.1 |
Articles
of Incorporation filed with the Secretary of State of the State of Florida, dated December 1, 2009 (Incorporated by reference to
Exhibit 3.1 to the Company’s Registration Statement on Form S-1, File No. 333- 255134, filed with the Securities and Exchange
Commission on April 8, 2021) |
| |
|
| 3.2 |
Articles
of Amendment to the Articles of Incorporation, filed with the Secretary of State of the State of Florida on January 22, 2016 (Incorporated
by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, File No. 333-255134, filed with the Securities
and Exchange Commission on April 8, 2021) |
| |
|
| 3.3 |
Articles
of Amendment to the Articles of Incorporation, filed with the Secretary of State of the State of Florida on April 12, 2016 (Incorporated
by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1, File No. 333-255134, filed with the Securities
and Exchange Commission on April 8, 2021) |
| |
|
| 3.4 |
Article
of Conversion filed with the Secretary of State of the State of Florida, dated April 7, 2021 (Incorporated by reference to Exhibit
3.4 to the Company’s Registration Statement on Form S-1, File No. 333-255134, filed with the Securities and Exchange Commission
on April 8, 2021) |
| |
|
| 3.5 |
Certificate
of Conversion filed with the Secretary of State of the State of Delaware on April 7, 2021 (Incorporated by reference to Exhibit 3.5
to the Company’s Registration Statement on Form S-1, File No. 333-255134, filed with the Securities and Exchange Commission
on April 8, 2021) |
| |
|
| 3.6 |
Certificate
of Incorporation filed with the Secretary of State of the State of Delaware on April 7, 2021 (Incorporated by reference to Exhibit
3.6 to the Company’s Registration Statement on Form S-1, File No. 333- 255134, filed with the Securities and Exchange Commission
on April 8, 2021) |
| |
|
| 3.7 |
Bylaws
(Incorporated by reference to Exhibit 3.7 to the Company’s Registration Statement on Form S-1, File No. 333-255134, filed with
the Securities and Exchange Commission on April 8, 2021) |
| |
|
| 4.1 |
Specimen
Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A, File
No. 333-255134, filed with the Securities and Exchange Commission on July 2, 2021) |
| |
|
| 4.2 |
Form
of Representative’s Warrant Agreement (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement
on Form S-1/A, File No. 333-255134, filed with the Securities and Exchange Commission on July 2, 2021) Articles of Incorporation
filed with the Secretary of State of the State of Florida, dated December 1, 2009 (Incorporated by reference to Exhibit 3.1 to the
Company’s Registration Statement on Form S-1, File No. 333- 255134, filed with the Securities and Exchange Commission on April
8, 2021) |
| |
|
| 4.3 |
Description
of Securities of Twin Vee PowerCats Co. (Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K,
File No. 001-40623, filed with the SEC on March 31, 2022) |
| |
|
| 4.4 |
Form
of Representative’s Warrant Agreement (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K,
File No. 001-40623, filed with the SEC on September 30, 2022) |
| |
|
| 4.5 |
Form
of Representative’s Warrant Agreement (Incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K of Forza
X1, Inc., File No. 001-41469, filed with the SEC on August 16, 2022) |
| |
|
| 4.6 |
Form
of Representative’s Warrant Agreement (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Forza
X1, Inc., File No. 001-41469, filed with the SEC on June 14, 2023) |
| |
|
| 4.7 |
Form
of Representative’s Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K, File No. 001-40623,
filed with the Securities and Exchange Commission on May 12, 2025) |
| |
|
| 4.8 |
Form
of Placement Agent’s Warrant (Incorporated by reference to Exhibit 4.19 to the Company’s Form 8-K, File No. 001-40623,
filed with the Securities and Exchange Commission on February 23, 2026) |
| |
|
| 4.9** |
Specimen
Preferred Stock Certificate and Form of Certificate of Designation of Preferred Stock |
| |
|
| 4.10 |
Form of Indenture |
| |
|
| 4.11** |
Form
of Debt Securities |
| |
|
| 4.12** |
Form
of Common Stock Warrant Agreement and Warrant Certificate |
| |
|
| 4.13** |
Form
of Preferred Stock Warrant Agreement and Warrant Certificate |
| |
|
| 4.14** |
Form
of Debt Securities Warrant Agreement and Warrant Certificate |
| 5.1 |
Opinion of Sichenzia Ross Ference Carmel LLP |
| |
|
| 23.1* |
Consent of Grassi & Co., CPAs, P.C., Independent Registered Public Accounting Firm |
| |
|
| 23.2 |
Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1) |
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| 24.1 |
Power of Attorney (included on the signature page) |
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|
| 25.1*** |
Statement of Eligibility of Trustee under the Indenture |
| |
|
| 107 |
Calculation of Filing Fee Table |
| * |
Filed herewith. |
| ** |
To be filed, if applicable, by amendment or by a report filed under the Exchange Act and incorporated herein by reference. |
| *** |
To be filed, if applicable, in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939 and Rule 5b-3 thereunder. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Ft. Pierce, State of Florida, on the 5th day of March, 2026.
| |
TWIN
VEE POWERCATS CO. |
| |
|
|
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By: |
/s/
Joseph C. Visconti |
| |
|
Joseph
C. Visconti |
| |
|
Chief
Executive Officer, Interim Chief Financial Officer and President |
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and
on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Joseph C. Visconti |
|
Chairman of the Board, Chief Executive Officer, Interim Chief Financial
Officer and President (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
March 5, 2026 |
| Joseph C. Visconti |
|
|
|
|
| |
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|
| * |
|
Vice President and Director |
|
March 5, 2026 |
| Preston Yarborough |
|
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| * |
|
Director |
|
March 5, 2026 |
| Carol Craig |
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|
| * |
|
Director |
|
March 5, 2026 |
| Kevin Schuyler |
|
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| * |
|
Director |
|
March 5, 2026 |
| Larry Swets Jr. |
|
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| *By: |
/s/ Joseph C. Visconti |
|
| Name: |
Joseph C. Visconti, attorney-in-fact |
II-3
