UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Twin Vee PowerCats Co.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
90177C101
(CUSIP Number)
Joseph C. Visconti
c/o Twin Vee PowerCats Co.
3101 S. US-1
Ft. Pierce, Florida 34982
(772) 429-2525
(Name, address and telephone number of person authorized to receive notices and communications)
With a copy to:
Leslie Marlow
Blank Rome LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 885-5000
December 31, 2021
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 90177C101 | SCHEDULE 13G | Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
TwinVee Powercats, Inc. | |||||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,000,000 shares of Common Stock | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares of Common Stock | |||||
| 8 | SHARED DISPOSITIVE POWER
4,000,000 shares of Common Stock | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000,000 shares of Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
57.14%(1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| (1) | Based
on 7,000,000 shares of Common Stock issued and outstanding as of December 31, 2021. |
| CUSIP No. 90177C101 | SCHEDULE 13G | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
Joseph C. Visconti | |||||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
52,889 shares of Common Stock | ||||
| 6 | SHARED VOTING POWER
2,245,600 shares of Common Stock
| |||||
| 7 | SOLE DISPOSITIVE POWER
52,889 shares of Common Stock
| |||||
| 8 | SHARED DISPOSITIVE POWER
2,245,600 shares of Common Stock
| |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,298,489 shares of Common Stock
| |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
32.59%(1) | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Based on 7,000,000 shares of Common Stock issued and outstanding as of December 31, 2021 and 52,889 shares of Common Stock issuable upon options that will vest and be exercisable within 60 days of December 31, 2021. |
| CUSIP No. 90177C101 | SCHEDULE 13G | Page 4 of 7 Pages | |||||
Item 1(a) |
Name of Issuer:
Twin Vee PowerCats Co. |
||||||
| Item 1(b) | Address of Issuer’s Principal Executive Offices:
3101 S. US-1 Ft. Pierce, Florida 34982 |
||||||
| Item 2(a) | Name of Person Filing:
This statement is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 hereto and incorporated herein by reference) by (i) Twin Vee PowerCats, Inc. and (ii) Joseph C. Visconti (sometimes collectively referred to as the “Reporting Persons”). |
||||||
| Item 2(b) | Address of Principal Business Office or, if none, Residence:
The address for the principal business office of Twin Vee PowerCats, Inc. and Joseph C. Visconti is:
c/o Twin Vee PowerCats, Inc. 3101 S. US-1 Ft. Pierce, Florida 34982 |
||||||
| Item 2(c) | Citizenship:
Twin Vee PowerCats, Inc. is incorporated under the laws of the State of Delaware. Joseph C. Visconti is a citizen of the United States. |
||||||
| Item 2(d) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
||||||
| Item 2(e) | CUSIP No.:
90177C101 |
||||||
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the Person Filing is:
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act; | |
| (b) | ☐ | Bank as defined in Section 3(a) (6) of the Exchange Act; | |
| (c) | ☐ | Insurance company as defined in Section 3(a) (19) of the Exchange Act; | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act; | |
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b) (1) (ii) (E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b) (1) (ii) (F); | |
| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b) (1) (ii) (G); | |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c) (14) of the Investment Company Act; | |
| (j) | ☐ | Group, in accordance with Rule 13d-1(b) (1) (ii) (J). | |
| Not applicable. |
| CUSIP No. 90177C101 | SCHEDULE 13G | Page 5 of 7 Pages |
Item 4. Purpose of Transaction
The following information is provided as of December 31, 2021:
Twin Vee PowerCats, Inc. is the beneficial owner of, and has shared voting and dispositive power with respect to, 4,000,000 shares of Common Stock owned of record by it. Twin Vee PowerCats, Inc. shares voting and dispositive power over 2,245,660 of these shares with Mr. Visconti, the Chairman of the Board of Directors and Chief Executive Officer and owner of 56.14% of the outstanding common stock of Twin Vee PowerCats, Inc. As a controlling shareholder of Twin Vee Powercats, Inc., Mr. Visconti is deemed to have control over the shares of Common Stock of the Company owned by Twin Vee Powercats, Inc. Mr. Visconti disclaims any beneficial ownership of the reported shares of Common Stock other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Mr. Visconti was issued an option to purchase 272,000 shares of Common Stock upon consummation of the Company’s initial public offering in July 2021, of which 52,889 shares of Common Stock will vest and be exercisable within 60 days of December 31, 2021 and are included in the number of shares of Common Stock beneficially owned by Mr. Visconti.
| The following sets forth in tabular format the share ownership of each of the Reporting Persons: | ||||||||||
| (a) | Amount beneficially owned: | |||||||||
| (i) | Twin Vee PowerCats, Inc. is the beneficial owner of 4,000,000 shares of Common Stock. | |||||||||
| (ii) | Joseph C. Visconti is the beneficial owner of 2,298,489 shares of Common Stock. | |||||||||
| (b) | Percent of class: | |||||||||
| (i)
57.14% for Twin Vee PowerCats, Inc. (ii) 32.59% for Joseph C. Visconti. |
||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | sole power to vote or to direct the vote: | |||||||||
| 0
shares for Twin Vee PowerCats, Inc.; and 52,889 shares for Joseph C. Visconti. |
||||||||||
| (ii) | shared power to vote or to direct the vote: | |||||||||
| 4,000,000
shares for Twin Vee PowerCats, Inc.; and 2,245,600 shares for Joseph C. Visconti. |
||||||||||
| (iii) | sole power to dispose or to direct the disposition of: | |||||||||
| 0
shares for Twin Vee PowerCats, Inc.; and 52,889 shares for Joseph C. Visconti. |
||||||||||
| (iv) | shared power to dispose or to direct the disposition of: | |||||||||
| 4,000,000
shares for Twin Vee PowerCats, Inc.; and 2,245,600 shares for Joseph C. Visconti. |
||||||||||
| CUSIP No. 90177C101 | SCHEDULE 13G | Page 6 of 7 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class. | |||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. | ||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||||
| Not applicable. | ||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |||||
| Not applicable. | ||||||
| Item 8. | Identification and Classification of Members of the Group. | |||||
| Not applicable. | ||||||
| Item 9. | Notice of Dissolution of Group. | |||||
| Not applicable. | ||||||
| Item 10. | Certifications. | |||||
| Not applicable. | ||||||
[signature page follows]
| CUSIP No. 90177C101 | SCHEDULE 13G | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: February 2, 2022 | Twin Vee PowerCats, Inc. | ||
| By: | /s/ Joseph C. Visconti | ||
| Name: | Joseph C. Visconti | ||
| Title: | Chief Executive Officer | ||
| /s/ Joseph C. Visconti | |||
| Joseph C. Visconti | |||