USFM Corporation and Twin Vee PowerCats Co. have amended their proposed business combination, with closing still subject to shareholder, regulatory and other conditions.
USFM Corporation and Twin Vee PowerCats Co. have amended their proposed business combination, changing the transaction structure and the planned ownership split. The agreement remains subject to customary closing conditions, including approval from Twin Vee's disinterested shareholders, applicable regulatory approvals and the satisfaction or waiver of other conditions in the definitive agreements.
The amended agreement changes the proposed post-closing ownership of the combined parent company. Pre-closing USFM stockholders would hold 93%, while pre-closing Twin Vee stockholders would hold 7%. The initial agreement, entered into on July 12, 2026, proposed a 90% and 10% split respectively.
USFM is also required to use reasonable best efforts to seek to close an up to $5 million private investment in public equity, or PIPE, investment. The companies said other key terms of the July 12, 2026 agreement remain unchanged.
Twin Vee Holdco Inc., a newly formed Texas corporation known as Pubco, has established two temporary merger subsidiaries. Under the proposed arrangement, one subsidiary would merge with USFM and the other would merge with Twin Vee. At closing, Pubco would become the parent company of USFM and Twin Vee, which would remain separate wholly owned subsidiaries.
Pubco's shares are to be registered with the Securities and Exchange Commission, and the company expects its stock to be listed on NYSE American or another national securities exchange.
#Twin Vee marine business and contingent value rights
Before the mergers are completed, Twin Vee plans to create a Delaware statutory trust called the CVR Trust for the benefit of its pre-closing stockholders. Twin Vee would transfer the assets and liabilities associated with its marine business to the trust, which would operate that business as a separate company focused on recreational marine products.
Each pre-closing Twin Vee stockholder would receive a non-transferable contingent value right as a special distribution from Twin Vee. The rights would provide for future distributions from the CVR Trust, which are expected to come from the operation or sale of the marine business.
The amended agreement has been approved by the boards of directors of USFM and Twin Vee. The transaction has not yet closed. Completion depends on customary closing conditions, including approval by Twin Vee's disinterested shareholders, applicable regulatory approvals and the satisfaction or waiver of other conditions included 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 those conditions. Pubco intends to file a Registration Statement on Form S-4 with the SEC that will include a joint proxy statement from USFM and Twin Vee. Additional transaction materials are also expected to be furnished or filed with the SEC.
USFM is a privately held, U.S.-based mineral exploration company focused on critical mineral opportunities in stable jurisdictions. Its current focus is the Disko-Nuussuaq Project in Greenland.
Twin Vee PowerCats, which trades on Nasdaq under the symbol VEEE, manufactures, distributes and markets power sport boats under the Twin Vee and Bahama Boat Works brands. Its products are intended for fishing, cruising and recreational use.
Neither company expects immediate changes to customer service, vendor relationships or employee operations as a result of the announcement.
USFM and Twin Vee amended their proposed merger agreement originally entered into on July 12, 2026.
The proposed post-closing ownership split is 93% for pre-closing USFM stockholders and 7% for pre-closing Twin Vee stockholders.
USFM must use reasonable best efforts to seek to close an up to $5 million PIPE investment.
Twin Vee's marine business would be transferred to a CVR Trust, with pre-closing Twin Vee stockholders receiving non-transferable contingent value rights.
Closing is expected in the fourth quarter of 2026 or the first quarter of 2027, subject to shareholder, regulatory and other closing conditions.
USFM Corporation and Twin Vee PowerCats Co. announced that they had amended the definitive merger agreement for USFM’s proposed business combination with Twin Vee. The original agreement was entered into on July 12, 2026, and the amended agreement includes a revised transaction structure and other changes.
The post-closing ownership split has changed to 93% for pre-closing USFM stockholders and 7% for pre-closing Twin Vee stockholders. Under the initial agreement, the proposed split was 90% for pre-closing USFM stockholders and 10% for pre-closing Twin Vee stockholders.
USFM Corporation is required to use reasonable best efforts to seek to close an up to $5 million private investment in public equity, or PIPE, investment. The source states that other key terms of the July 12, 2026 initial merger agreement remain unchanged.
Twin Vee Holdco Inc., a newly formed Texas corporation referred to as Pubco, formed two transitory merger subsidiaries. One is expected to merge with USFM and the other with Twin Vee, with Pubco becoming the parent company holding USFM and Twin Vee as separate wholly owned subsidiaries at closing.
Before completion of the mergers, Twin Vee will form a Delaware statutory trust called the CVR Trust for the benefit of pre-closing Twin Vee stockholders. Twin Vee will transfer the assets and liabilities relating to its marine business to the CVR Trust, which will operate the marine business as a separate company focused on recreational marine products.
Each pre-closing Twin Vee stockholder will receive a non-transferable contingent value right in the CVR Trust as a special distribution from Twin Vee. 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.
Twin Vee PowerCats Co. is identified in the announcement as trading on NASDAQ under the ticker symbol VEEE. 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.
USFM Corporation is a privately held U.S.-based mineral exploration company focused on advancing critical mineral opportunities in stable jurisdictions, including the Disko-Nuussuaq Project in Greenland. Twin Vee PowerCats Co. manufactures, distributes and markets power sport boats under the Twin Vee and Bahama Boat Works brands for fishing, cruising and recreational use.
The parties currently expect the transaction to close in the fourth quarter of 2026 or the first quarter of 2027. The timing remains subject to the satisfaction of closing conditions.
Closing is subject to customary 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 announcement therefore describes the transaction as proposed rather than completed.
Neither USFM nor Twin Vee expects any immediate changes to customer service, vendor relationships or employee operations as a result of the announcement. The companies identify this as an expectation and state that the proposed transaction remains subject to closing conditions.
Pubco intends to file a Registration Statement on Form S-4 with the SEC, including a joint proxy statement of USFM and Twin Vee, and the parties will furnish or file other transaction materials with the SEC. The definitive joint proxy statement is expected to be sent or given to USFM and Twin Vee stockholders when available.