Twin Vee and USFM amend merger terms with updated ownership structure

USFM Corporation, US-based mineral exploration company advancing critical mineral opportunities in Greenland, and Twin Vee PowerCats have amended their definitive merger agreement, increasing the ownership stake allocated to existing USFM shareholders and introducing a new financing provision.

The definitive merger agreement was initially entered into on 12 July 2026, and saw stocks surge.

According to the press statement issued, the amended merger agreement, among other changes, reflects a revised transaction structure and includes a requirement for USFM to use reasonable best efforts to seek to close an up to $5 million private investment in public equity (PIPE) investment. It reflects a reduction in the post-closing stock split for the combined company from 90 per cent pre-closing USFM stockholders/10 per cent pre-closing Twin Vee stockholders under the initial merger agreement to 93 per cent pre-closing USFM stockholders/7 per cent pre-closing Twin Vee stockholders under the amended merger agreement.

Other key terms of the 12 July 2026 initial merger agreement remain unchanged.

The parties currently expect the transaction to close in the fourth quarter of 2026 or the first quarter of 2027, subject to the satisfaction of closing conditions. Neither USFM nor Twin Vee expects any immediate changes to customer service, vendor relationships, or employee operations as a result of today’s announcement.

Pursuant to the terms of the transaction, a newly formed entity called Twin Vee Holdco Inc., a Texas corporation (“Pubco”), formed two new transitory merger subsidiaries, one of which will merge with USFM and the other of which will merge with Twin Vee, resulting in Pubco as the parent company holding both USFM and Twin Vee as separate wholly owned subsidiaries at closing.

Pubco will be owned 93 per cent by pre-closing USFM stockholders and 7 per cent by pre-closing Twin Vee stockholders. 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.

Additionally, as previously disclosed, prior to completion of the mergers, Twin Vee will form a Delaware statutory trust (the CVR Trust) for the benefit of the pre-closing Twin Vee stockholders. 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.

Twin Vee will transfer the assets and liabilities relating to its marine business to the CVR Trust and the CVR Trust will operate the marine business as a separate company focused on delivering leading recreational marine products to boating enthusiasts. 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.

The amended transaction terms are intended to unlock value for stockholders, provide the operating business with greater strategic and financial flexibility, and position both businesses for their next phase of growth.

The amended merger agreement has been approved by the board of directors of Twin Vee and the board of directors of USFM Corporation. The closing of the transaction is subject to customary closing 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.