Correspondence 0001731122-24-001535 from Twin Vee PowerCats, Co. (VEEE)
Twin Vee PowerCats, Co.
Date: Oct. 3, 2024 · CIK: 0001855509 · Accession: 0001731122-24-001535
AI Filing Summary & Sentiment
File numbers found in text: 333-281788
Referenced dates: September 11, 2024
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CORRESP
1
filename1.htm
Phone:
(212) 885-5358
Fax:
(917) 332-3824
Email:
leslie.marlow@blankrome.com
October 3, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Division of Corporate Finance, Office of Manufacturing
Re: Twin Vee PowerCats Co.
Registration
Statement on Form S-4
Filed
August 27, 2024
File
No. 333-281788
Dear Sir or Madam:
On behalf of our client, Twin Vee PowerCats Co. (the “Company”),
we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) contained in its letter dated September 11, 2024 (the “Comment Letter”), relating
to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”). We have submitted via EDGAR
a revised draft of the Registration Statement (“Revised Registration Statement No. 1”).
Set forth below in bold face type
are the comments from the Comment Letter. For your convenience, the numbered paragraph below corresponds to the numbered comment in the
Staff’s Comment Letter and includes the caption used in the Comment Letter. Immediately following the comment is the Company’s
response to that comment, including, where applicable, a cross-reference to the location of changes made in the Registration Statement
No. 1 in response to the Staff’s comment.
Registration Statement on Form S-1 filed August
27, 2024
General
1.
It does not appear that Twin Vee PowerCats Co satisfies the requirements of General Instruction B.1.a of Form S-4 and General Instruction I.B.1 of Form S-3, which would allow you to incorporate certain required information by reference. Please advise us why Twin Vee PowerCats Co is eligible to incorporate by reference its financial statements or revise your filing to include the financial statements.
Response: We have revised the filing
to include the Company’s financial statements and other information relating to the Company.
2.
Please include the financial statements for Forza X1,
Inc. We note it does not appear the financial statements have been included. We also note it does not appear that Forza XI, Inc. satisfies
the requirements of General Instruction C.1.a of Form S-4 and General Instruction I.B.1 of Form S-3, which would allow you to incorporate
certain required information by reference.
United
States Securities
and
Exchange Commission
October
3, 2024
Page
2
Response: We have revised the filing
to include Forza X1, Inc.’s financial statements and other information relating to Forza X1, Inc.
Certain U.S. Federal Income Tax Consequences
of the Merger, page 61
3.
We note your disclosure
that the merger should constitute a reorganization within the meaning of Section 368(a) of the Code. Please file a tax opinion as Exhibit
8.1 that supports this statement. If counsel will be filing a short form opinion as Exhibit 8.1, please ensure that the short-form opinion
and the tax disclosure in the prospectus both clearly state that the disclosure in the tax consequences section of the prospectus is
the opinion of the named counsel. Refer to Section III.B.2 of Staff Legal Bulletin No. 19.
Response: We have revised the filing
to include a tax opinion as Exhibit 8.1.
If you have any questions or need
additional information, please contact the undersigned at (212) 885-5358 or Hank Gracin at (212) 885-5362.
Sincerely,
/s/
Leslie Marlow
Leslie
Marlow
cc:
Joseph Visconti
Chief Executive Officer, Twin
Vee PowerCats Co.
Hank Gracin, Esq.
Blank Rome LLP