SEC Form POS AM filed by Forza X1 Inc.

As filed with the Securities and Exchange Commission on November 26, 2024

Registration No. 333-274925

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

Post-Effective Amendment No. 1 to Registration Statement No. 333-274925

UNDER THE SECURITIES ACT OF 1933

FORZA X1, INC.

(Exact name of registrant as specified in its charter)

3101 S. US-1

(Address, including zip code, of principal executive offices)

Joseph Visconti

Chief Executive Officer

3101 S. US-1

(772) 429-2525

(Name, address of and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: Not applicable.

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 of 1933, 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, 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 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.

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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Forza X1, Inc. (the “Company”) filed a Registration Statement (Registration No. 333-274925) (the “Registration Statement”) with the Commission on October 10, 2023 registering the issuance of up to $100,000,000 of any combination of the Company’s common stock, preferred stock, debt securities, warrants or units, either individually or in combination with other securities. The Company is hereby filing this post-effective amendment (this “Post-Effective Amendment”) to the Registration Statement to withdraw and remove from registration securities remaining unsold pursuant to such Registration Statement.

On November 26, 2024, pursuant to that certain Agreement and Plan of Merger, dated as of August 12, 2024 (the “Merger Agreement”), by and among the Company, Twin Vee PowerCats Co., a Delaware corporation (“Twin Vee”) and Twin Vee Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Twin Vee (“Merger Sub”), Merger Sub merged with and into the Company and the Company became a wholly owned subsidiary of Twin Vee.

As a result of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statement. In accordance with the undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered but remain unsold at the termination of the offering, the Company hereby removes from registration any and all securities of the Company registered but unsold under the Registration Statement as of the date hereof.

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 Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ft. Pierce, Florida, on November 26, 2024.

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.