What changed in this filing

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Item 1. Business

2023-03-30 compared with 2022-03-31 · 911 added, 634 removed, 27 unchanged (98% of the section changed)

Vee PowerCats Co.

(“Twin Vee” “we”, ‘us” or the “Company”) is a designer, manufacturer

and marketer of recreational and commercial power catamaran boats.

We believe our company, founded in 1996, has been an innovator in

the recreational and commercial power catamaran industry.

Our twin-hull catamaran running surface, known as a symmetrical catamaran hull

design, adds to the Twin Vee ride quality by reducing drag, increasing fuel efficiency and offering users a stable riding boat.

Vee’s home base operations in Fort Pierce Florida is a 7.5-acre facility with several buildings totaling over 75,000 square feet.

Twin Vee PowerCats Co.

(“Twin Vee” “we”,

“us” or the “Company”) is a designer, manufacturer and marketer of recreational and commercial power catamaran

We believe our company, founded in 1996, has been an innovator in the recreational and commercial power catamaran industry.

twin-hull catamaran running surface, known as a symmetrical catamaran hull design, adds to the Twin Vee ride quality by reducing drag,

increasing fuel efficiency and offering users a stable riding boat.

Twin Vee’s home base operations in Fort Pierce, Florida is a

7.5-acre facility with several buildings totaling over 75,000 square feet.

We currently employ approximately 170 people.

have organized our business into three operating segments:

(i) our gas-powered boat segment, which manufactures and distributes gas-powered

(ii) our electric-powered boat segment, which is developing fully electric boats, through our wholly owned subsidiary, Forza X1,

Inc., a Delaware corporation (“Forza”) and (iii) our franchise segment, which is developing a standard product offering and

will be selling franchises across the United States through our wholly owned subsidiary, Fix My Boat, Inc., a Delaware corporation.

gas-powered boats allow consumers to use them for a wide range of recreational activities including fishing, diving and water skiing

and commercial activities including transportation, eco tours, fishing and diving expeditions.

We believe that the performance, quality

and value of our boats position us to achieve our goal of increasing our market share and expanding the power catamaran boating market.

We currently primarily sell our boats through a current network of 19 independent boat dealers in 23 locations across North America and

the Caribbean who resell our boats to the end user Twin Vee customers.

We continue recruiting efforts for high quality boat dealers and

seek to establish new dealers and distributors domestically and internationally to distribute our boats as we grow our production and

introduce new models.

Our gas-powered boats are currently outfitted with gas-powered outboard combustion engines.

to the growing demand for sustainable, environmentally friendly electric and alternative fuel commercial and recreational vehicles, our

wholly owned subsidiary, Forza, is designing and developing a line of electric-powered catamaran boats ranging in size from 18-feet to

Forza’s initial two models, the FX1 Dual Console and FX1 Center Console, are being designed to be 24-foot in length, have

an 8’ beam or width and utilize a catamaran hull surface to reduce drag and increase run times.

The initial launch of FX1 will

include our proprietary single electric outboard motor.

Both FX1 models are being designed with advanced high-powered, liquid-cooled

battery packs that will be provided by the third-party supplier with whom we have entered into a five year supply agreement and a vehicle

control unit with proprietary control software all integrated into a 22” master control touch screen that will be used to control

most functions of the boat.

We have also filed three design and four utility patent applications with the U.S.

Patent and Trademark Office

relating to, among other things, our propulsion system being developed and boat design.

about Twin Vee can be found on our website, http://www.twinvee.com/.

Information on our website is not incorporated by reference into

this Annual Report and you should not consider any information that is contained on or can be accessed through our website as part of

this Annual Report.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange

The Exchange Act requires us to file periodic reports, proxy statements and other information with the Securities and Exchange

Commission (“SEC”).

The SEC maintains a website that contains reports, proxy and information statements, and other information

regarding issuers that file electronically with the SEC.

These materials may be obtained electronically by accessing the SEC’s

website at http://www.sec.gov.

of Our Segments

gas-powered boat segment, which accounted for 99% of our net revenue in the 2021 fiscal year and 100% of our net revenue in the 2020

fiscal year, is located in Fort Pierce, Florida.

We believe our company has been an innovator in the recreational and commercial power

catamaran industry.

We currently have 14 gas-powered models in production ranging in size from our 24-foot, dual engine, center console

to our newly designed 40-foot offshore 400 GFX.

Our twin-hull catamaran running surface, known as a symmetrical catamaran hull design,

adds to the Twin Vee ride quality by reducing drag, increasing fuel efficiency and offering users a stable riding boat.

home base operations in Fort Pierce Florida is a 7.5-acre facility with several buildings totaling over 75,000 square feet.

employ approximately 143 people.

the 2021 fiscal year, we brought our new 280 GFX and our new 340 GFX models to market.

To further the development of our gas-powered

boat segment, we have also designed a new 260 GFX and a 400 GFX.

With the design complete we are now developing our tooling so we can

begin production in 2022.

Vee’s Hull Shape

Vee boats are designed for a dry and smooth ride.

As a Twin Vee moves through the water, the boat hull has lifting strakes on the side

of each hull.

Lifting strakes are known to produce lift at the bow of a boat by displacing water, allowing

the boat to, in essence, glide above the water rather than lumber through it.

Twin Vee’s lifting strakes work to not only create

lift, but also to make the ride smoother.

The forward motion of a catamaran boat lifts water up towards the top of the tunnel

while pushing the water inward to form two counter-flowing vortexes.

As these vortexes are being formed, the Twin Vee hull design aerates

these vortexes with small air bubbles, which are then compressed at an increasing rate as the vortexes move down the tunnel.

kinetic energy stored in these compressed air bubbles, which creates \ a smooth and stable ride.

As speed increases, the kinetic energy

increases at a non-linear rate as more and more air is induced into the increasingly faster flowing vortexes.

The trailing surfaces the

Twin Vee hulls are specifically designed to facilitate propulsion efficiency by discharging the kinetic energy and air bubbles from the

counter-flowing vortexes upon exiting astern, thus providing the propellers with a steady flow of super clean and highly ordered water.

fact, combined with a catamaran’s soft ride, results in Twin Vee’s renowned efficiency and smooth, seaworthy safety.

the Twin Vee’s displacement hull slices through the water, traveling with the shape of the seas rather than flying over them and

experiencing reentry shock.

This results in a stable and smooth ride.

The following are some benefits of the catamaran, or Twin Vee’s,

Catamaran Hull Benefits

Catamarans have parallel hulls on the outer edges of the boat rather than in the middle, providing superior

Twin Vee hulls travel with the wave shapes because the buoyancy is to the outside, resisting the snap roll pendulum motion

of deep vee monohulls.

A Twin Vee wider footprint negates the effects of rolling seas, making them less likely to capsize and reduce

draft for travelling in “skinny” waters .

We have organized our business into three operating

(i) our gas-powered boat segment, which manufactures and distributes gas-powered boats;

(ii) our electric-powered boat segment,

which is developing fully electric boats, through our majority owned subsidiary, Forza X1, Inc., a Delaware corporation (“Forza”)

and (iii) our franchise segment, which is developing a standard product offering and will be selling franchises across the United States

through our wholly owned subsidiary, Fix My Boat, Inc., a Delaware corporation.

Initially Forza was also our wholly owned subsidiary that

became a majority owned subsidiary in August 2022, when Forza consummated the initial public offering of its shares of common stock, which

are now listed on The Nasdaq Capital Market, resulting in our ownership of 67% of the outstanding common stock of Forza.

Our gas-powered boats allow consumers to use them

for a wide range of recreational activities including fishing, diving and water skiing and commercial activities including transportation,

eco tours, fishing and diving expeditions.

We believe that the performance, quality and value of our boats position us to achieve our

goal of increasing our market share and expanding the power catamaran boating market.

We currently primarily sell our boats through a

current network of 20 independent boat dealers in 34 locations across North America and the Caribbean who resell our boats to the end

user Twin Vee customers.

We continue recruiting efforts for high quality boat dealers and seek to establish new dealers and distributors

domestically and internationally to distribute our boats as we grow our production and introduce new models.

Our gas-powered boats are

currently outfitted with gas-powered outboard combustion engines.

Due to the growing demand for sustainable, environmentally

friendly electric and alternative fuel commercial and recreational vehicles, our majority owned subsidiary, Forza, is designing and developing

a line of electric-powered boats utilizing our electric vehicle (“EV”) technology to control and power our boats and

proprietary outboard electric motor.

Forza’s mission is to inspire the adoption of sustainable recreational boating by producing

stylish electric sport boats.

Information about Twin Vee can be found on our website,

http://www.twinvee.com/.

Information on our website is not incorporated by reference into this Annual Report and you should not consider

any information that is contained on or can be accessed through our website as part of this Annual Report.

We are subject to the reporting

requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Exchange Act requires us to file

periodic reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”).

The SEC maintains

a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with

These materials may be obtained electronically by accessing the SEC’s website at http://www.sec.gov .

Business of Our Segments

Gas-powered Boats

Our gas-powered boat segment, which accounted for

100% of our net revenue in the 2022 fiscal year and 99% of our net revenue in the 2021 fiscal year, is located in Fort Pierce, Florida.

We believe our company has been an innovator in the recreational and commercial power catamaran industry.

We currently have 16 gas-powered

models in production ranging in size from our 24-foot, dual engine, center console to our 40-foot offshore 400 GFX.

Our twin-hull catamaran

running surface, known as a symmetrical catamaran hull design, adds to the Twin Vee ride quality by reducing drag, increasing fuel efficiency

and offering users a stable riding boat.

Our home base operations for our gas-powered boats is in Fort Pierce, Florida and is a 7.5-acre

facility with several buildings totaling over 75,000 square feet.

We currently employ approximately 170 people.

During the 2022 fiscal year, we focused our efforts

on increased throughput through our facility, and fully integrating the new models that we introduced in 2021.

In February 2023, we announced

our launch of our new LFG Marine, a new-monohull boat brand that will initially include a 22-inch center console monohull, a 25 inch dual

console, single-engine day boat, a 22 inch dual console monohull and a 25 inch deck boat, single engine.

We delivered the first LFG Marine

boats in January of 2023.

The LFG Marine brand is expected to appeal to first-time boat buyers, the freshwater market, and consumers that

prefer a monohull boat opening a significantly larger portion of the market share to Twin Vee.

During the year ended December 31, 2022, one individual dealers

had sales of over 10% of our total sales, and one customer represented 12% of total sales.

During the year ended December 31, 2021, five individual customers had sales of over 10% of our total sales and combined these five customers

represented 67% of total sales.

Twin Vee’s Twin-Hull Shape

Twin Vee catamaran boats are designed for a dry and

As a Twin Vee moves through the water, the boat’s symmetrical catamaran hull has lifting strakes on the side of each

Lifting strakes are known to produce lift at the bow of a boat by displacing water, allowing the

boat to, in essence, glide above the water rather than lumber through it.

Twin Vee’s lifting strakes work to not only create lift,

but also to make the ride smoother.

The forward motion of a catamaran boat lifts water up towards the top of the tunnel while

pushing the water inward to form two counter-flowing vortexes.

As these vortexes are being formed, the Twin Vee hull design aerates these

vortexes with small air bubbles, which are then compressed at an increasing rate as the vortexes move down the tunnel.

It is the kinetic

energy stored in these compressed air bubbles, which creates \ a smooth and stable ride.

As speed increases, the kinetic energy increases

at a non-linear rate as more and more air is induced into the increasingly faster flowing vortexes.

The trailing surfaces the Twin Vee

hulls are specifically designed to facilitate propulsion efficiency by discharging the kinetic energy and air bubbles from the counter-flowing

vortexes upon exiting astern, thus providing the propellers with a steady flow of super clean and highly ordered water.

This fact, combined with a catamaran’s soft

ride, results in Twin Vee’s renowned efficiency and smooth, seaworthy safety.

At speed, the Twin Vee’s displacement hull slices

through the water, traveling with the shape of the seas rather than flying over them and experiencing reentry shock.

This results in a

stable and smooth ride.

The following are some benefits of the catamaran, or Twin Vee’s, hull shape.

Power Catamaran Hull Benefits

Catamaran stability.

Catamarans have parallel hulls on the outer edges of the boat rather than in the middle, providing superior stability.

Twin Vee hulls travel with the wave shapes because the buoyancy is to the outside, resisting the snap roll pendulum motion of deep vee monohulls.

A Twin Vee wider footprint negates the effects of rolling seas, making them less likely to capsize and reduce seasickness.

Shallow draft for travelling in “skinny” waters .

The weight of the boat is distributed to two hulls for a shallower draft.

The shallow draft of the Twin Vee design provides access to areas that conventional hulls cannot reach.

With a Twin Vee, you can enjoy

the beach and not have to wade in the water to get there.

usable deck space .

The relatively rectangular design of the Twin Vee expanded deck area allows for more usable deck space than

With a Twin Vee, you can enjoy the beach and not have to wade in the water to get there.

More usable deck space .

The relatively rectangular design of the Twin Vee expanded deck area allows for more usable deck space than monohulls.

Twin Vee boats are wider in the bows providing more open area in open models and bigger berths in cabins.

Lounge in the

front of a Twin Vee dual console and then jump into a similar-sized monohull.

engine get home capability .

Lounge in the front of a Twin Vee dual console and then jump into a similar-sized monohull.

Single engine get home capability .

Twin Vee catamaran hulls do not need planning speed power to travel rapidly on a single engine.

Minimum bow rise for greater visibility, a Twin Vee deck is parallel to the water at all speeds allowing you to maintain your line

of sight and giving you greater fuel efficiency.

and maneuverability .

With the extra separation between the motors, over most mono hull boats, you can cross-clutch the motors

and turn or spin the boat up to its own length.

a plane at lower speed for fuel efficiency .

The catamaran hull can maintain a plane at lower speeds and catamaran boats create

less drag in turn offering better fuel efficiency and a more economical boat to maintain.

one side of a Twin Vee .

Minimum bow rise for greater visibility, a Twin Vee deck is parallel to the water at all speeds allowing you to maintain your line of sight and giving you greater fuel efficiency.

Docking and maneuverability .

With the extra separation between the motors, over most mono hull boats, you can cross-clutch the motors and turn or spin the boat up to its own length.

Maintains a plane at lower speed for fuel efficiency .

The catamaran hull can maintain a plane at lower speeds and catamaran boats create less drag in turn offering better fuel efficiency and a more economical boat to maintain.

Fish one side of a Twin Vee .

Enjoy fishing without the extreme listing of a monohull.

franchise segment is being developed and we plan to utilize a franchise model for marine mechanics across the country.

Electric-Powered

mission of Forza is to inspire the adoption of sustainable recreational boating by producing stylish electric sport boats.

Forza is focused

on the creation, implementation and sale of electric boats utilizing our electric vehicle (“EV”) technology to control and

power its boats and proprietary outboard electric motor.

Forza’s electric boats are being designed as fully integrated electric

boats including the hull, outboard motor and control system.

believe traditional marine manufacturers are at a crossroads and face significant industry-wide challenges.

Much like in the automotive

industry, the reliance on the gasoline-powered internal combustion engine as the principal marine powertrain technology has raised environmental

concerns, created dependence among industrialized and developing nations on oil-primarily imported from foreign countries, exposed consumers

to volatile fuel prices, and inhibited innovation in alternative fuel powertrain technologies.

date, Forza has completed the design of two electric boat models and has begun tooling the molds which are required to build the physical

fiberglass boat.

In addition, Forza has completed the design and prototyping of the electric outboard motor that will be used as the

initial propulsion source for its two models.

Forza has completed the design and prototyping and has begun testing the boats’ integrated

control system.

It has also entered into a supply agreement for the supply of the lithium battery packs that it plans to use to power

the electric boats.

We expect to begin production of the two FX1 electric boats and commence selling to end user customers by the second

quarter of 2023.

Forza is currently sharing our factory for its production needs and is seeking to raise money in a public offering to

invest in building a factory solely for the manufacture of Forza’s fully integrated electric boats.

believe that the boating industry will follow in the footsteps of the electrification of the automotive industry by creating electric

boats that meet or exceed the traditional boating consumer’s expectations of price, value and run times.

In other words, electric

boats must offer a similar experience when compared to traditional gas-powered boat in terms of size, capability and price point.

intend to capitalize on the thriving broader marine industry through the following strategies:

New and Innovative Products in Our Core Market.

As an innovator, designer, manufacturer, and marketer of catamaran powerboats,

we strive to design new and inventive products that appeal to a broad customer base.

We intend to launch a number of new products and

features with best-in-class quality, with the goal of increasing sales and significant margin expansion.

For example, w e

currently have 8 gas-powered models in production ranging in size from our 24-foot, dual engine, center console to our newly designed

40-foot offshore 400 GFX.

Our twin-hull catamaran running surface, known as a symmetrical catamaran hull design, adds to the Twin Vee

ride quality by reducing drag, increasing fuel efficiency, and offering users a stable riding boat.

Furthermore, our unique new

product development process enables us to renew our product portfolio with innovative offerings at a rate that we believe will be difficult

for our competitors to match without significant additional capital investments.

We intend to release new products and features multiple

times during the year, which we believe enhances our reputation as a cutting-edge boat manufacturer and will drive consumer interest

in our products.

the Catamaran Power Boat Category Segment.

Our near-term product development strategy is to expand our product line to reach

underserved segments of the catamaran powerboat category that are distinct from our traditional customer base.

With our existing supplier

relationships, material agreements, and manufacturing processes, should allow us to offer this product line at an attractive price point

for the consumer while sustaining our gross margins and the product attributes critical to the Twin Vee brand.

Additional Share from Adjacent Boating Categories.

Another focus is to grow our market share is to enhance our ability to

introduce new products with increased versatility, functionality, and performance to a more expansive customer base that values boats

for both water sports and general recreational boating purposes.

We intend to launch several marketing campaigns that will focus on new

product launches and help to educate the market on our value proposition to customers.

Manage Dealer Inventory and Further Strengthen Our Dealer Network .

Twin Vee’s Mono-Hull

We expect our new LFG Marine bring to appeal to first-time boat buyers, the

freshwater market and consumers that prefer a mono-hull boat.

Our franchise segment is being developed and we plan

to utilize a franchise model for marine mechanics across the country through our wholly owned subsidiary, Fix My Boat, Inc.

Electric-Powered Boats

The mission of Forza is to inspire the adoption of

sustainable recreational boating by producing stylish electric sport boats.

Forza is focused on the creation, implementation and sale

of electric boats utilizing our electric vehicle (“EV”) technology to control and power its boats and proprietary outboard

electric motor.

Forza’s electric boats are being designed as fully integrated electric boats including the hull, outboard motor

and control system.

We believe traditional marine manufacturers are at

a crossroads and face significant industry-wide challenges.

Much like in the automotive industry, the reliance on the gasoline-powered

internal combustion engine as the principal marine powertrain technology has raised environmental concerns, created dependence among industrialized

and developing nations on oil-primarily imported from foreign countries, exposed consumers to volatile fuel prices, and inhibited innovation

in alternative fuel powertrain technologies.

Forza was initially our wholly owned subsidiary and

prior to Forza’s incorporation on October 15, 2021, it operated as the Electra Power Sports™ Division of Twin Vee.

our initial public offering that closed on July 23, 2021, we determined in October 2021 that for several reasons that include, but are

not limited to, avoiding confusion in the marketplace between our legacy gas-powered line of boats, that the company would market its

new independent line of electric boats under a new brand name (and new subsidiary) separate and apart from us.

Twin Vee and Forza X1 brands

are unique in their own way, including (i) the profile of the targeted Forza X1 customer who is environmentally conscious and would purchase

an electric boat versus gas-powered model, (ii) the marketing and sales strategy of each company, and (iii) Twin Vee’s use of a

third-party dealer network whereas Forza X1 plans on implementing a digital direct to consumer model.

In addition, electric powered boats

will require a specific and unique level of training and knowledge for supporting and servicing the technical and warranty claims that

The service and support of gas and electric powered boats are very different, and it became clear to us that Forza required

its own unique brand.

To date, Forza has completed the designs of its first boat, the FX1.

the two prototypes developed by us, the FX1 model will not be a retrofitted Twin Vee catamaran hull with an electric propulsion system.

Instead, the FX1 model is being built based on an entirely new design that will incorporate the same control system as the second prototype.

Forza’s initial two models, the FX1 Dual Console and FX1 Center Console, are being designed to be 25-foot in length, have an 8’

beam or width and utilize a catamaran hull surface to reduce drag and increase run times.

To date, Forza has completed the design of the

25-foot FX dual console model, including hull, deck and small parts.

We have completed the design of the 25-foot FX dual console model,

including hull, deck and small parts.

This design has gone from an intellectual concept in CAD to fiberglass and foam plugs, fiberglass

molds and, finally, working boat parts in just over one year.

The initial launch of FX1 will include Forza’s proprietary single

electric outboard motor.

Both FX1 models are being designed with advanced high-powered, liquid-cooled lithium battery packs that will

be provided by the third party supplier with whom we have entered into a five year supply agreement and a vehicle control unit with proprietary

control software all integrated into a 22-inch master control touch screen that will be used to control most functions of the boat.

On October the 28 th , 2022, the running

surface of the boat and all major components were tested successfully for several hours on the Indian River Lagoon in Fort Pierce, Florida.

While the motor and control systems have been successfully trialed previously, this was the first voyage including all major components,

production batteries, fully functioning “alpha” engine design, control system - including 22” Garmin screen, and Osmosis

telematics unit.

The performance of the boat exceeded all expectations and will provide a great baseline for improvements, iterations,

and design enhancements.

We ultimately reached over thirty miles per hour.

Subsequent to the initial prototype boat, Forza has

built four more prototypes:

two more FX-style catamarans, one deck boat and one 22-foot center console monohull.

These prototypes have

been fully built out and were run in March of 2023.

The engine design and lower units and the control system cabling have been revamped

and improved in each iteration.

The monohull will feature a single battery and the deck boat will, like the FX, utilize a two-battery

The batteries and engines are liquid-cooled and unique improvements to the heat exchanges have improved performance.

now completed its telematics unit design and has a beta app on the Apple app store.

This will allow for remote monitoring of all of the

parameters of the battery and engine for both the end user and the factory.

Additionally, Forza has improved its user interface through

the Garmin control screen to provide well-designed pages showing operating characteristics and conformance to control parameters.

Forza continues to anticipate revenues from the sale

of these fully integrated electric boats and motors to commence in late 2023.

Forza will continue to build prototype engines and boats

for the next six to nine months.

Forza has filed three design and four utility patent

applications with the U.S.

Patent and Trademark Office relating to, among other things, its propulsion system being developed and boat

Overall Strategy

We intend to capitalize on the thriving broader marine

industry through the following strategies:

Develop New and Innovative Products in Our Core

As an innovator, designer, manufacturer, and marketer of catamaran powerboats, we strive to design new and inventive

products that appeal to a broad customer base.

We intend to launch a number of new products and features with best-in-class quality, with

the goal of increasing sales and significant margin expansion.

For example, w e currently have 8

gas-powered models in production ranging in size from our 24-foot, dual engine, center console to our newly designed 40-foot offshore

We designed our first monohull boat, a 22 foot, available in both center and dual consoles.

This is the first boat in a line

of boats, that will be sold under our new LFG Marine brand.

Furthermore, our unique new product development process enables us

to renew our product portfolio with innovative offerings at a rate that we believe will be difficult for our competitors to match without

significant additional capital investments.

We intend to release new products and features multiple times during the year, which we believe

enhances our reputation as a cutting-edge boat manufacturer and will drive consumer interest in our products.

Increase the Power Boat Category Segment.

near-term product development strategy is to expand our product line to reach underserved segments of the catamaran and monohull powerboat

category that are distinct from our traditional customer base.

With our existing supplier relationships, material agreements, and manufacturing

processes, should allow us to offer this product line at an attractive price point for the consumer while sustaining our gross margins

and the product attributes critical to the Twin Vee brand.

Capture Additional Share from Adjacent Boating

Another focus is to grow our market share is to enhance our ability to introduce new products with increased

versatility, functionality, and performance to a more expansive customer base that values boats for both water sports and general recreational

boating purposes.

We intend to launch several marketing campaigns that will focus on new product launches and help to educate the market

on our value proposition to customers.

Effectively Manage Dealer Inventory and Further

Strengthen Our Dealer Network .

We view our dealers as our partners and product champions.

Therefore, we will continue to devote significant time and resources to finding high quality dealers and developing and improving their

performance over time.

We believe the quality and trust in our dealer relationships are more beneficial to our long-term success than

the quantity of dealers.

We currently have a network of 19 independent boat dealers in 23 locations across North America, the Caribbean

and Central America.

Our Sales in International Markets .

Therefore, we will continue to devote

significant time and resources to finding high quality dealers and developing and improving their performance over time.

We believe the

quality and trust in our dealer relationships are more beneficial to our long-term success than the quantity of dealers.

have a network of 20 independent boat dealers in 34 locations across North America, the Caribbean and Central America.

Increase Our Sales in International Markets .

We believe we have a brand that will have natural growth in international markets.

powerboats have already been accepted as the norm in many international markets.

For example, with catamaran powerboats currently being

5% of the US market, catamaran powerboats make up over 30%, as of 2020, of the Bahamian market.

Based on our brand and product offering,

as well as out potential distribution strengths, we believe we are well positioned to leverage our reputation and capture additional

international sales.

We believe that we will increase our international sales by promoting our products in developed markets where we

have a dealer base and in international markets where rising consumer incomes are expected to increase demand for recreational products,

such as Australia, Europe, Israel, Dubai, and Brazil.

We are also developing new product offerings that will specifically target certain

product demand from our international consumers and that we believe will drive further sales growth in international markets.

Specific Strategy

plans to operate in a fundamentally different manner and structure than traditional marine manufacturers and boat dealers by adopting

a direct-to-consumer sales and delivery model.

Forza has commenced the design of a dedicated web-based platform and intends to commence

the design of a web-based app for sales, deliveries, and service operations to change the personal boat buying and marine service experience

through technological innovation, ease of use, and flexibility.

Forza plans to utilize the web-based and app platform to connect with

customers for an end-to-end experience encompassing everything from buying, financing, delivery, servicing, and training Forza intends

to employ an integrated, digital-first strategy that is convenient and transparent for our customers and efficient and scalable to support

Forza believed its approach will enable it to operate more cost effectively, provide a better customer experience and incorporate

customer feedback more quickly into our product development and manufacturing processes.

Forza believes this strategy will allow it to

deliver uncompromised and premium experiences well beyond what is available through the standard dealership model.

plans for its electric boats include the following strategies:

Launch the FX1 .

Forza believes the successful launch of its first commercially available electric boat is critical to its

ability to capitalize on the marine electric vehicle market opportunity and establish itself as leaders in the industry.

to complete the initial prototype boat by Q2 2022 and to commence commercial scale production in Q2 2023.

Forza is currently executing

a detailed plan to design, component source, engineer, and manufacture the FX1 and obtain the equipment to support its production.

in Our Infrastructure.

Forza is seeking to raise money in a public offering to invest in building a factory solely for the manufacture

of Forza’s fully integrated electric boats.

a Common Platform to Introduce New Models .

Forza intends to design the FX1 with an adaptable platform architecture and common

electric powertrain to provide the flexibility to use the FX1 platform to launch subsequent electric boat models cost-efficiently.

on Technological Advancements and Cost Improvement .

Forza intends to constantly look for ways to improve upon and further develop

our proprietary electric powertrain system while reducing its manufacturing cost.

Forza’s Company-Owned Sales and Service Network .

Forza X1 is programming and building its expansive and vertically

integrated customer-centric web and app platform to connect with customers for an end-to-end experience encompassing everything

from buying, financing, delivery, servicing, and training.

This customer-centric approach to sales and service will simplify accessing

necessary information for potential buyers and current owners in an easily accessible and streamlined online space.

Industry Advancements in Battery Cells .

Forza intends to leverage the substantial investments made globally by battery cell manufacturers

to improve power and capacity.

and Leverage Strategic Relationships .

Forza intends to establish and develop strategic relationships with industry leaders to

launch our planned electric boats and sell its electric boat powertrain components.

Forza envisions significant inroads with boat manufacturers

to retrofit various hull configurations, replacing traditional gas outboard motors and existing boat owners who could retrofit their

boats with Forza X1’s outboard motors, controller, and battery packs.

Strengths and Competitive Advantages

believe that the following are the key investment attributes of our company:

We believe the Twin Vee brand is well-known among boating enthusiasts for performance, quality, and value, and that the

market recognizes Twin Vee as a brand in the twin hull sport boat category due to the value proposition that our boats deliver.

Product Offering .

We are able to attract consumers across multiple categories within the recreational powerboat industry.

We currently have eight (8) different catamaran models in production that range from 24-feet to 40-feet long offered at retail prices

that start at approximately $65,000 and go up to $860,000.

on Innovative Product Offerings.

We are currently designing numerous new boat models to meet market demand and grow our business.

We are also developing a large off-shore power catamarans with traditional gas-powered engines, the largest Twin Vee to date, the 400

The 400 GFX is being designed to have a range of over 800 miles and will have the option of being powered by dual or quad engines.

In addition, our subsidiary is also designing and engineering an all-electric outboard propulsion system under the name “ELECTRA”

for other makes and models of boats.

Twin Vee has also made investments in infrastructure, and engineering.

These investments have resulted in lower material

waste, reduced labor hours per boat, reduced re-work, and increased production efficiencies.

Therefore, we are able to offer favorable

pricing while increasing margins by controlling costs through disciplined engineering and manufacturing processes.

to the National Marine Manufacturer’s Association, or NMMA, more than 325,000 new powerboats were sold in 2021, levels the recreational

boating industry has not seen since before the Great Recession in 2008.

Our core market corresponds most directly to the outboard, twin

hull, catamaran and open fisherman category, which we refer to as the sport powerboats category.

We believe our addressable market also

includes similar and adjacent powerboat categories identified by the NMMA, including center console boats, outboard boats, and all open

sport fishing boats.

For 2021, US sales of boats, marine products, and services are estimated to total $49 billion, up seven percent

Retail unit sales of new powerboats specifically increased last year by an estimated 7% compared to 2020.

As a result, we

believe that total annual addressable market for our products in the US alone is greater than $4.7 billion.

North America, 100 million people go boating every year, according to the U.S.

Coast Guard, with 11.9 million recreational vessels registered

with the U.S.

Coast Guard in 2019.

The worldwide recreational boating market size is set to surpass $63 billion by 2026, according

to a research report by Global Market Insights, Inc.

Within the boating market, there is an outboard motor market and an electric boat

Our products, including those of our subsidiaries, fall into each of those categories.

outboard motor is a propulsion system for boats, consisting of a self-contained unit that includes engine, gearbox and propeller or jet

drive, designed to be affixed to the outside of the boat.

As well as providing propulsion, outboards provide steering control, as they

are designed to pivot over their mountings and thus control the direction of thrust.

Outboard motors tend to be found on smaller watercraft

as it is more efficient for larger boats to have an inboard system.

Although outboard engines powered by fossil fuels have traditionally

dominated this market and continue to do so, electric outboard motors are a relatively new phenomenon that have been growing in step

with the growth in the electric boat market.

Catamaran powerboats have already been accepted as

the norm in many international markets.

For example, with catamaran powerboats currently being 5% of the US market, catamaran powerboats

make up over 30%, as of 2020, of the Bahamian market.

Based on our brand and product offering, as well as out potential distribution strengths,

we believe we are well positioned to leverage our reputation and capture additional international sales.

We believe that we will increase

our international sales by promoting our products in developed markets where we have a dealer base and in international markets where

rising consumer incomes are expected to increase demand for recreational products, such as Australia, Europe, Israel, Dubai and Brazil.

We are also developing new product offerings that will specifically target certain product demand from our international consumers and

that we believe will drive further sales growth in international markets.

EV/Forza Specific Strategy

Forza plans to market and sell its model offerings

in a variety of ways.

One way will be to operate in a fundamentally different manner and structure than traditional marine manufacturers

and boat dealers by adopting a direct-to-consumer sales and delivery model.

Forza is building a dedicated web and app-based platform for

sales, deliveries, and service operations to change the traditional boat buying and marine service experience through technological innovation,

ease of use, and flexibility.

Forza intends to employ an integrated, digital-first strategy that is convenient and transparent for our

customers and efficient and scalable to support its growth.

Additionally, to support those looking for a more traditional way of purchasing

a boat, or to accompany trade-ins, financing needs, and training or in states where there are limitations on direct sales, Forza will

also market its boats through a partnership with OneWater Marine, Inc.

(“OneWater”), one of the largest dealership networks

in the United States.

Forza, believes its approach will enable us to provide the best of both worlds to prospective customers and support

its mission to electrify recreational boating for mass production.

Currently, Forza’s web and app-based platform

is expected to include the following:

Build and Price Boats .

The web and app platform will offer prospective buyers a place to examine photos and videos of our boats, which will all have a single price based on the model type and a few available options.

For example, the consumer would have four gel coat exterior choices, three interior upholstery choices, and an option to increase the battery pack capacity for extended run times.

Other options would include charging cords and plugs, boating items such as bumpers, covers, and fun add-ons like clothing, allowing consumers to “personalize” their Forza X1 purchase.

Prospective customers will be able to apply for third-party consumer financing to complete or supplement their purchase through our web and app platform.

Once manufactured, the boat will be delivered directly to a customer’s home, marina, or wherever they choose.

The scheduling, communication, and support necessary for coordinating touchless delivery of Forza boats would all be accomplished over the website or app.

Forza intends to offer highly tailored and differentiated services that enable intuitive experiences throughout the entire customer lifecycle, such as warranty, repair, or other service assistance for their boats.

Forza expects this all-inclusive approach will provide higher customer satisfaction, create strong brand loyalty, and increase operational efficiency while simultaneously allowing us to capture a more significant share of the entire lifecycle value of every Forza X1 boat produced.

Forza anticipates having internal staff with the capability to provide an OTA update to resolve the issue remotely without the boat ever leaving the customer’s sight.

As part of its customer satisfaction drive, Forza plans for its staff to make mobile service calls to the boat docks.

It also intends to enter into partnering arrangements with third parties to address service needs that require more than a mobile service visit and plans to arrange for the boat to be picked up and brought to one of our partnered service centers.

If a service center is not available in a customer’s area, for approved warranty repairs we will permit the owners to take their boat to their local service center who will then invoice us.

Customer Service and Feedback .

Forza will utilize customer insights and feedback submitted via its web and app-based platform to improve its offerings by adding new capabilities and functionality.

Expanded offerings based on consumer-driven feedback and data is expected to attract more customers, deepen existing customer relationships, and allow Forza to innovate more quickly.

Forza intends to provide a series of videos that demonstrate our boats’ safe operation and upkeep.

These videos would be accessible on Forza’s web and app platform and the boat’s onboard computer for quick access.

With respect to the foregoing, Forza has not yet:

(i) entered into any arrangements with third parties to provide financing services through its web and app platform, or (ii) hired staff

for our intended support and service department.

Forza is still in the initial stages of establishing its distribution and service plans.

It expects to commence selling to end-user customers by the end of 2023.

Forza is currently in the process of identifying the states its

will be allowed to sell direct-to-consumer.

For states that have do not allow such an arrangement, Forza intends to make sales through

OneWater Marine, Inc.’s (“One Water”) locations.

OneWater will be able to forecast how many FX1 boats they initially

require, and after production, we will have the boats transported to the dealerships.

Similarly, Forza is in the process of identifying

potential marine service centers and technicians it would like to form strategic relationships with to ensure that it has a comprehensive

service support system in place when its FX1 boats are sold, it will utilize OneWater dealerships and service centers where they are available.

Forza will also work to establish its 500-mile radius mobile service vans and trucks before selling the first Forza X1 product so that

local customers will have that option.

The OneWater Agreement

Additionally, to support

those looking for a more traditional way of purchasing a boat, or to accompany trade-ins, financing needs, and training, we will also

market our boats through a partnership with OneWater, one of the largest dealership networks in the United States.

We believe our approach

will enable us to provide the best of both worlds to prospective customers and support our mission to electrify recreational boating.

On August 17, 2022, we entered into a five-year agreement with OneWater to establish our customer experience and service centers in OneWater’s

current and future locations and other strategic locations across the United States pursuant to which OneWater will be the sole dealer

distributing our products and OneWater’s retail locations may be used as potential delivery points for customers to pick up our

We retained the right to sell our products directly to customers.

The agreement

may be terminated by either party for breach upon thirty days’ notice and without cause upon three months’ notice.

Forza’s Future Service Network

Forza intends to develop a support and service department

that will include technicians, service representatives, quality control specialists and customer satisfaction agents.

Moreover, it aims

to provide convenient and comprehensive service coverage in all markets where its boats are sold, which customers may access through a

comprehensive service and support website and app.

The website and app platform will be the cornerstone

of Forza’s services and repair program.

Forza has selected a web design firm for the development of its website and app.

is to have the app completed by the second quarter of 2024.

Forza’s customers would be able to report through its app or interact

directly with its service support team to schedule an appointment with a Forza X1 mobile service van, perform remote diagnostics or help

arrange appointments with partnered boat repair technicians, marinas, and service centers with whom Forza has strategic relationships,

arrange for service or repair work, or even schedule the boat’s transportation back to the Forza X1 factory if needed.

Forza believes that Forza X1 mobile service vans and

trucks will be able to perform a majority of physical service calls at a customer’s home, marina, dock, or wherever our boats might

be located, offering a level of convenience at lower cost than traditional dealer-owned service centers.

These mobile service vans and

trucks will travel to the location of the electric boats for repair, or if the boat cannot be repaired at such location, then the Forza

technician will have a vehicle capable of towing the boat back to the Forza factory, where the boat will have access to a more significant

amount of repair and support staff.

Forza believes that its electric vehicles will require

less service than gas vehicles because electric vehicles are simpler to maintain than internal combustion vehicles.

The outboard motor

system is expected to be less susceptible to wear and tear by exchanging hundreds of moving parts for only a few.

There are no spark plugs

or engine motor oil to change or worry about.

Additionally, remote diagnostics will allow Forza

to find issues with customer boats remotely, in real time.

In many cases, Forza’s service team will be able to provide an OTA update

to resolve the issue without the customer’s boat ever leaving the customer’s sight.

Forza’s mission will be to make

the servicing of our products as simple as possible by connecting to and utilizing diagnostics technology in every Forza boat.

a customer needs maintenance or needs repairs, we intend to provide convenient and comprehensive service and warranty coverage for its

customers throughout the country.

Customers who lack Forza service access through its

network of mobile services vans and trucks will be able to utilize the traditional warranty claim process, which is standard throughout

the recreational boat industry.

In Forza’s case, a customer will contact Forza through its website or app and speak with its support

and service department and provide them with details about the issues they are experiencing with their boat.

If over-the-air updates to

software or hardware are insufficient to solve the problems and FX1 customer experience and service center or mobile service van are not

within range of the customer, its support and service department will provide assistance.

In the case of a covered warrantable issue, Forza’s

support and service department will put them in contact with a local partnered boat repair service technicians or arrange transportation

of the boat to one of our partnered marinas and service centers.

If none are available in a customer’s area, our support and service

department would instruct the customer to obtain a quote for the covered warranty repair work and labor at a marine service center of

their choosing.

They would transmit the quote for the necessary repair work to Forza’s support and service department for approval.

Once approved, the work is completed on the covered warrantable repairs, and Forza will pay the marine service center directly.

There may be instances where the customer’s

issue is too technical for a traditional marine service center (e.g., issues related to the EV components of the boat).

In such cases,

Forza’s support and service department would coordinate with the customer to have the boat picked up on a trailer and towed to our

manufacturing facility in Fort Pierce, Florida, for service.

If a customer contacts Forza’s support and service

department for maintenance or an issue not covered under warranty, then its support and service department would be able to coordinate

with them to arrange service with a mobile service van, partnered boat repair technician, or partnered marina or service center and the

customer will be responsible for paying them directly.

Forza is still in the initial stages of establishing

our service plans.

Forza is in the process of identifying potential marinas, service centers, and technicians we would like to form strategic

relationships with to ensure that it has a comprehensive service support system in place when our FX1 boats are sold.

Although Forza is

planning to eventually internalize most aspects of boat warranty and service through our mobile service vans and trucks over time, initially,

Forza plans to operate them within 500 miles of the Forza factory and partner with third parties elsewhere to enable nationwide coverage

for its customers’ boat service and warranty repair needs.

Forza’s plans for its electric boats include

the following strategies:

Successfully Launch the FX1 .

Forza believes the successful launch of its first commercially available electric boat is critical to its ability to capitalize on the marine electric vehicle market opportunity and establish itself as leaders in the industry.

Forza completed the initial prototype in 2022 and plans to commence commercial scale production in late 2023.

Invest in Infrastructure .

Forza is investing $8.0 million from its August 2022 initial public offering to build a factory solely for the manufacture of Forza’s new line of electric boats.

The initial phase of our new factory will be 50,000 square feet, that will have a capacity of 550 units annually.

The site has been cleared and the rough grading is approximately 80% complete.

Use a Common Platform to Introduce New Models .

Forza intends to design the FX1 with an adaptable platform architecture and common electric powertrain to provide the flexibility to use the FX1 platform to launch subsequent electric boat models cost-efficiently.

Focus on Technological Advancements and Cost Improvement .

Forza intends to constantly look for ways to improve upon and further develop our proprietary electric powertrain system while reducing its manufacturing cost.

Build Forza’s Company-Owned Sales and Service Network .

Forza is programming and building its expansive and vertically integrated customer-centric web and app platform to connect with customers for an end-to-end experience encompassing everything from buying, financing, delivery, servicing, and training.

This customer-centric approach to sales and service will simplify accessing necessary information for potential buyers and current owners in an easily accessible and streamlined online space.

Leverage Industry Advancements in Battery Cells .

Forza intends to leverage the substantial investments made globally by battery cell manufacturers to improve power and capacity.

Build and Leverage Strategic Relationships .

Forza intends to establish and develop strategic relationships with industry leaders to launch our planned electric boats and sell its electric boat powertrain components.

Forza envisions significant inroads with boat manufacturers to retrofit various hull configurations, replacing traditional gas outboard motors and existing boat owners who could retrofit their boats with Forza’s outboard motors, controller, and battery packs.

Forza FX1 Future Factory

Forza is currently designing a state-of-the-art manufacturing

plant to incorporate the latest in closed-molded composite boat building technologies and electric engine assembly processes., On July

28, 2022, Forza received notice that the North Carolina Economic investment committee has approved a Job Development Investment Grant

(“JDIG”) providing for reimbursement to Forza of up to $1,367,100 over a twelve year period to establish a new manufacturing

plant in McDowell County, North Carolina.

The receipt of grant funding is conditioned upon us investing over $10.5 million in land, buildings

and fixtures, infrastructure and machinery and equipment by the end of 2025 and us creating as many as 170 jobs.

We have selected our

new site in McDowell County, North Carolina to build the Forza X1 factory.

Forza is designing a 100,000 square foot facility designed

for capacity and production of 1,000 units annually that it intends to build over time in various phases, starting with an initial 50,000

square foot facility that will have a capacity of 550 units annually that it anticipates the cost of which will be $8 million for the

construction of the factory.

Forza anticipates that the local incentives that it has been approved to receive will help to offset some

of the cost to be incurred with respect to the building of the factory.

However, there can be no assurance that such negotiations will

be successful or that Forza will meet the requirements to receive the anticipated incentives will be granted to us.

Before the completion of new factory construction,

all fabrication for Forza X1 boats will be performed onsite at Twin Vee’s facility or, if available additional manufacturing

space will be leased.

Our Strengths and Competitive Advantages

We believe that the following are the key investment attributes of our

Recognized Brand.

We believe the Twin

Vee brand is well-known among boating enthusiasts for performance, quality, and value, and that the market recognizes Twin Vee as a brand

in the twin hull sport boat category due to the value proposition that our boats deliver.

Diverse Product Offering .

are able to attract consumers across multiple categories within the recreational powerboat industry.

We currently have fourteen (14) different

catamaran models in production that range from 24-feet to 40-feet long offered at retail prices that start at approximately $65,000 and

go up to $900,000.

We will further diversify our offerings in 2023, with our all new monohull line, which will be sold under LFG Marine.

Focus on Innovative Product Offerings.

are currently designing numerous new boat models to meet market demand and grow our business, and our current focus is on bring a full

line of monohull boats to the market under the LFG Marine brand.

In addition, Forza expects to bring multiple models of its fully electric

boat to market in late 2023.

Twin Vee has also made

investments in infrastructure, and engineering.

These investments have resulted in lower material waste, reduced labor hours per boat,

reduced re-work, and increased production efficiencies.

Therefore, we are able to offer favorable pricing while increasing margins by

controlling costs through disciplined engineering and manufacturing processes.

According to the National Marine Manufacturer’s

Association, or NMMA, more than 218,868 new powerboats were sold in 2021, levels the recreational boating industry has not seen since

before the Great Recession in 2008.

Our core market corresponds most directly to the outboard, twin hull, catamaran, monohull and open

fisherman category, which we refer to as the sport powerboats category.

We believe our addressable market also includes similar and adjacent

powerboat categories identified by the NMMA, including center console boats, outboard boats, and all open sport fishing boats.

off a record year of extraordinary demand in 2021 led to the second highest ranked year in nearly two decades for recreational marine

expenditures at $56.7 billion.

New powerboat retail unit sales normalized in 2022, down an estimated 15-18 percent, to pre-pandemic growth

years (2015-2019) with an estimated 250,000 new units sold, 25 percent above previous averages (2008-2014).

Looking ahead to 2023, early

indications point to continued healthy demand with new retail unit sales expected to remain on par with 2022.

Outboard Motor Market

An outboard motor is a propulsion system for boats,

consisting of a self-contained unit that includes engine, gearbox and propeller or jet drive, designed to be affixed to the outside of

As well as providing propulsion, outboards provide steering control, as they are designed to pivot over their mountings and

thus control the direction of thrust.

Outboard motors tend to be found on smaller watercraft as it is more efficient for larger boats

to have an inboard system.

Although outboard engines powered by fossil fuels have traditionally dominated this market and continue to

do so, electric outboard motors are a relatively new phenomenon that have been growing in step with the growth in the electric boat market.

The boats that we sell and manufacture all have outboard motors.

to the NMMA, sales of outboard engines in the United States (which includes outboard motors) increased to a twenty-year high of 329,500

units representing sales market of US $3.4 billion in 2020.

Consumer demand for higher-performance engines continued to trend upward

in 2020, with double digit gains in sales for engines with 200 and greater horsepower.

Engines with over 200 horsepower accounted for

a rise in 17.6% compared to 2019, amounting to over 89,000 units sold.

Overall, the average horsepower of all outboard engines sold in

2020 reached 126.3 hp, up 48% from the average in 2010 of 85.1 horsepower according to the NMMA.

many recreational boats can be powered by outboard or inboard motors, many consumers prefer outboard motors.

Among the reasons for their

preference are that, unlike inboard motors, outboard motors can be easily removed for storage or repairs, they provide more room in the

boat as they are attached to the transom outside of the boat, they tend to have a shallower draft and they can be more easily replaced

in the event the motor no longer works or a desire to upgrade to a higher horsepower.

electric boats have been available for over 100 years, interest in them was minimal until the 1990s when the first studies were conducted

in the United States following the suspicion that motorboats contaminate aquatic environments significantly through loss of gas and lubrication

According to Andre Mele, recreational boats pollute as much as cars and trucks in the United States.

In the early 2000’s,

8 million speedboats in the United States released 15 times more pollutants annually into the environment than the oil spill produced

by the oil tanker Exxon Valdez in 1989.

The sinking of this tanker in Alaska had released 11 million U.S.

gallons of hydrocarbons into

the environment.

After conversion, this means that each boat releases an average of 78 L of hydrocarbons into aquatic environments each

If that average is still current, we estimate that in 2019 oil losses in the environment via motorboats equaled 150,000 tons of

hydrocarbon scaly leaks in Canada (based on 2 million vessels), 750,000 tons of hydrocarbon scaly leaks in the United States (based on

10 million vessels) and 450,000 tons of hydrocarbon scaly leaks in Europe (based on 6 million vessels).

explains why some lakes and bodies of water have recently banned motorboats.

The total elimination of gas immediately reduces a very

large source of marine pollution, with immediate results that would impact beaches, swimming and the reduction of BOD (biochemical oxygen

demand) and DCO (direct chemical oxidation) of ambient water.

Specifically, hydrocarbons, similar to the dirt that clings to the walls

of a bathtub, contaminate the shores and banks of lakes, rivers and bodies of water, where the development of many living organisms takes

The ecosystem is then modified with the scarcity or disappearance of certain species.

an effort to tackle air pollution, cities around the world are beginning to ban all gas and diesel fuel powered boats from the center

One of the first cities to implement this change is Amsterdam, Netherlands.

This movement to electrically powered boats

has been implemented in Venice, where the city has restricted the movement of gas and diesel fuel powered boats, while exempting electrically

powered boats.

expect that shifting consumer preferences will result in significant growth in the market for electric boats, especially as the demand

for recreational powerboats, in general, remains strong.

We estimate many consumers are increasingly willing to consider buying electric-powered

boats due to the environmental and economic consequences of using gasoline-powered vehicles, as demonstrated by the increased sales of

hybrid and electric automobiles in recent years.

In its Electric Vehicle Outlook 2021, Bloomberg NEF estimated that there are currently

12 million passenger electric vehicles on the road.

According to the NMMA, sales of outboard engines in

the United States (which includes outboard motors) were $3.31 billion, or 307,800 units in 2021.

Consumer demand for higher-performance

engines hit an all-time high in 2020, the market did see a decline of 6.6%.

Despite the drop from 2020, unit sales in 2021 were the second

highest total in the last 14 years, and 29 percent above average retain unit sales from 2008-2021.

Although many recreational boats can be powered by

outboard or inboard motors, many consumers prefer outboard motors.

Among the reasons for their preference are that, unlike inboard motors,

outboard motors can be easily removed for storage or repairs, they provide more room in the boat as they are attached to the transom outside

of the boat, they tend to have a shallower draft and they can be more easily replaced in the event the motor no longer works or a desire

to upgrade to a higher horsepower.

Electric Boat Market

Although electric boats have been available for over

100 years, interest in them was minimal until the 1990s when the first studies were conducted in the United States following the suspicion

that motorboats contaminate aquatic environments significantly through loss of gas and lubrication oil.

According to Andre Mele, recreational

boats pollute as much as cars and trucks in the United States.

In the early 2000’s, 8 million speedboats in the United States released

15 times more pollutants annually into the environment than the oil spill produced by the oil tanker Exxon Valdez in 1989.

of this tanker in Alaska had released 11 million U.S.

gallons of hydrocarbons into the environment.

After conversion, this means that

each boat releases an average of 78 L of hydrocarbons into aquatic environments each year.

If that average is still current, we estimate

that in 2019 oil losses in the environment via motorboats equaled 150,000 tons of hydrocarbon scaly leaks in Canada (based on 2 million

vessels), 750,000 tons of hydrocarbon scaly leaks in the United States (based on 10 million vessels) and 450,000 tons of hydrocarbon scaly

leaks in Europe (based on 6 million vessels).

This explains why some lakes and bodies of water have

recently banned motorboats.

The total elimination of gas immediately reduces a very large source of marine pollution, with immediate results

that would impact beaches, swimming and the reduction of BOD (biochemical oxygen demand) and DCO (direct chemical oxidation) of ambient

Specifically, hydrocarbons, similar to the dirt that clings to the walls of a bathtub, contaminate the shores and banks of lakes,

rivers and bodies of water, where the development of many living organisms takes place.

The ecosystem is then modified with the scarcity

or disappearance of certain species.

In an effort to tackle air pollution, cities around

the world are beginning to ban all gas and diesel fuel powered boats from the center of the city.

One of the first cities to implement

this change is Amsterdam, Netherlands.

This movement to electrically powered boats has been implemented in Venice, where the city has

restricted the movement of gas and diesel fuel powered boats, while exempting electrically powered boats.

We expect that shifting consumer preferences will

result in significant growth in the market for electric boats, especially as the demand for recreational powerboats, in general, remains

We estimate many consumers are increasingly willing to consider buying electric-powered boats due to the environmental and economic

consequences of using gasoline-powered vehicles, as demonstrated by the increased sales of hybrid and electric automobiles in recent years.

In its Electric Vehicle Outlook 2021, Bloomberg NEF estimated that there are currently 12 million passenger electric vehicles on the road.

The prevalence of electric-powered boats is likely to follow suit.

In an August 2020

Boating Industry online article, the marine-focused magazine indicated that electric boat drives represented about 2% of the market,

but hybrid and pure electric boats sales were expected to rise rapidly in the coming years.

Specifically, the article cites a report

from independent market research company IDTechEx where it examined the electric boat and ship sector.

The report estimates that the

market for hybrid and pure electric boats and ships would be greater than $20 billion worldwide by 2027, finding that recreational boats

is the largest and fastest growing electric marine market in sales number.

initiative into sustainable marine technologies and products is well-timed.

The prevalence of batteries necessary to sustain a marine

EV model line is expected to rise and become cheaper.

Bloomberg NEF’s Long-Term Electric Vehicle Outlook reports that annual lithium-battery

demand has proliferated in recent years and meeting the demand will require unprecedented but achievable increases in materials, components,

and cell production.

Battery production capacity is expanding as more factories are brought online.

Moreover, battery technology that

improves power and capacity is being designed, developed, and adopted regularly.

According to Bloomberg NEF’s report, it found

that the volume-weighted average price of a lithium-ion battery pack fell 13% from 2019 to $137/kWh (kilowatt-hour) in 2020.

estimates the volume-weighted average cost of battery packs will drop below $100/kW in 2024.

The Company is establishing itself in the

market at the right time to help keep production costs as low as possible and make our boats affordable for our customers.

Dealer Network

primarily sell our gas-powered boats through a network of 19 independent dealers in 23 locations across North America, the Caribbean

(one in the Bahamas, Puerto Rico and Cayman Islands) and Central America (Panama City, Panama).

We have dealerships in Cape Canaveral,

Crystal River, Eastpoint, Fort Myers, Islamorada, Palm Bay, Palm Harbor, Palmetto, Pompano Beach and Stuart, Florida.

We also have dealerships

in Gulf Shores, Alabama, Norwalk, Connecticut, Vermillion, Ohio, Grasonville, Maryland, Tuckerton, New Jersey, Cedar Point and Goldsboro,

North Carolina, San Juan, Puerto Rico, Murrells Inlet, South Carolina and Freeport, Texas.

We are always seeking to recruit and establish

new dealers and distributors domestically and are striving to develop international distribution.

establish performance criteria that our dealers must meet in order to be part of our network to ensure our dealer network remains strong,

which include minimum annual purchase orders.

As a member of our network, dealers in North America may qualify for floor plan financing

programs, rebates, seasonal discounts, promotional co-op payments and other allowances.

We expect this will strengthen our dealers’

ability to sell our products.

Approximately

22% of our dealer locations have been with us, for over ten years.

For the year ended December 31, 2021, our top five dealers on a consolidated

basis accounted for approximately 67% of our total units sold and each of those dealers accounted for over ten percent of the units sold.

consistently review our distribution network to identify opportunities to expand our geographic footprint and improve our coverage of

We believe that our diverse product offering and strong market position in each region of the United States helped us capitalize

on growth opportunities as our industry recovered from the economic downturn.

We have the ability to opportunistically add new dealers

and new dealer locations to previously underserved markets and use data and performance metrics to monitor dealer performance.

our outstanding dealer network allows us to distribute our products more efficiently than our smaller competitors.

do not have written agreements with our dealers.

Prior to the beginning of each year, we establish a minimum number of units that each

dealer must acquire based upon indications of interest from the dealers.

Payment for the units is made by the dealer or a third-party

lender once the boat is manufactured and delivered to the dealer.

In an August 2020 Boating Industry online article, the marine-focused

magazine indicated that electric boat drives represented about 2% of the market, but hybrid and pure electric boats sales were expected

to rise rapidly in the coming years.

Specifically, the article cites a report from independent market research company IDTechEx where

it examined the electric boat and ship sector.

The report estimates that the market for hybrid and pure electric boats and ships would

be greater than $20 billion worldwide by 2027, finding that recreational boats is the largest and fastest growing electric marine market

in sales number.

Our initiative into sustainable marine technologies and products is well-timed.

The prevalence of batteries necessary to sustain a marine EV model line is expected to rise and become cheaper.

Bloomberg NEF’s

Long-Term Electric Vehicle Outlook reports that annual lithium-battery demand has proliferated in recent years and meeting the demand

will require unprecedented but achievable increases in materials, components, and cell production.

Battery production capacity is expanding

as more factories are brought online.

Moreover, battery technology that improves power and capacity is being designed, developed, and

adopted regularly.

According to Bloomberg NEF’s report, it found that the volume-weighted average price of a lithium-ion battery

pack fell 13% from 2019 to $137/kWh (kilowatt-hour) in 2020.

The report estimates the volume-weighted average cost of battery packs will

drop below $100/kW in 2024.

The Company is establishing itself in the market at the right time to help keep production costs as low as

possible and make our boats affordable for our customers.

Forza believes its solid foundation in boat building,

electric vehicle engineering expertise, and planned direct-to-consumer system will help it to rapidly innovate and introduce new boats

and technologies cost-effectively .

By operating its sales and service network, its believes it can

offer a compelling and premium customer-centric experience while achieving operating efficiencies and capturing

sales and service revenues that traditional boat manufacturers do not receive in the independent dealer model.

Forza also plans to leverage

its electric powertrain technology to develop and sell powertrain components to other boat manufacturers and owners.

believes its proprietary electric powertrain system will enable it to design and develop zero-emission boats that overcome the design,

styling, and performance issues that have historically limited broad consumer adoption of electric boats.

As a result, Forza believes

customers of its vehicles will enjoy many benefits, including:

Extended Run Times and Recharging Flexibility .

Forza is designing its FX1 to offer an intermediate-range option and an option that would increase the battery pack capacity for extended run times.

Charging stations specifically designed for electric boats will eventually be an option for customers as well.

Norway and Venice, Italy, are beginning to construct a network of electric boat charging stations.

In the United States, Lake Tahoe is now home to a rapid-charging electric boat charging station.

While the US and the rest of the world begin to adopt a network of electric boat-specific stations, the design for the Forza X1 boats incorporates an onboard charging system, permitting recharging from almost any electrical outlet and residential and commercial charging stations previously only utilized for electric automobiles .

Energy Efficiency and Cost of Ownership .

Forza believes its FX1 will offer consumers an attractive cost of ownership compared to similar outboard powerboats.

By using a single powertrain and customizing the systems within the electric powertrain and the rest of the boat, itsr boats are more energy-efficient, and therefore less expensive to operate and maintain.

Environmental sustainability .

Large gas-powered engines often leak and produce carbon emissions, both of which are generally harmful to fragile marine ecosystems.

By offering a fully electric boat to its customers and an alternative to traditional propulsion systems, Forza e can foster a more environmentally sustainable boat brand.

Our greatest hope is to be purposeful stewards of the marine industry and lead by example in environmentally friendly innovation.

Noise Level .

So often, powerboats create large amounts of noise, disturbing wildlife and making it difficult for fellow passengers to hear one another while underway.

FX1’s electric powertrain will produce little to no sound, making it easier to enjoy the sounds of nature, family, and friends.

Forza’s products will also help tremendously with fishing and other sporting and water-based activities that favor less noise.

Our Dealer Network

We primarily sell our gas-powered boats through a

network of 20 independent dealers in 34 locations across North America, the Caribbean (one in the Bahamas, Puerto Rico and Cayman Islands)

and Central America (Panama City, Panama).

We have dealerships in Cape Canaveral, Crystal River, Destin, Fort Myers, Islamorada, Jenson,

Miami, Naples, Orange Beach, Palm Bay, Palm Harbor, Palmetto, Pensacola and Pompano Beach Florida.

We also have dealerships in Gulf Shores,

Alabama, Selbyville, Delaware, Vermillion, Ohio, Cataumet, Massachusetts, Harrison Township, Michigan, Point Pleasant Beach New Jersey,

Hampton Bays, New York, Cedar Point and Goldsboro, North Carolina, San Juan, Puerto Rico, Charleston and Myrtle Beach, South Carolina

and Freeport, Texas.

We are always seeking to recruit and establish new dealers and distributors domestically and are striving to develop

international distribution.

We establish performance criteria that our dealers

must meet in order to be part of our network to ensure our dealer network remains strong, which include minimum annual purchase orders.

As a member of our network, dealers in North America may qualify for floor plan financing programs, rebates, seasonal discounts, promotional

co-op payments and other allowances.

We expect this will strengthen our dealers’ ability to sell our products.

For the year ended December 31, 2022, our top five

dealers on a consolidated basis accounted for approximately 48% of our consolidated revenues.

During the year ended December 31, 2022,

one individual dealer had sales of over 10% of our total sales, that dealer represented 12% of total sales.

We made significant

changes to our dealer network in 2022, partnering with One Water and their extensive dealer network, as well as taking on six new dealers

in the northeast.

We consistently review our distribution network to

identify opportunities to expand our geographic footprint and improve our coverage of the market.

We believe that our diverse product

offering and strong market position in each region of the United States helped us capitalize on growth opportunities as our industry recovered

from the economic downturn.

We have the ability to opportunistically add new dealers and new dealer locations to previously underserved

markets and use data and performance metrics to monitor dealer performance.

We believe our outstanding dealer network allows us to distribute

our products more efficiently than our smaller competitors.

We do not have written agreements with our dealers.

Prior to the beginning of each year, we establish a minimum number of units that each dealer must acquire based upon indications of interest

from the dealers.

Payment for the units is made by the dealer or a third-party lender once the boat is manufactured and delivered to the

Dealers are not contractually obligated to purchase any boats.

to date most dealers have purchased boats for which they have provided indications of interest, we could experience excess inventory

and costs if a dealer should choose not to purchase a boat for which it has provided an indication of interest.

Plan Financing

North American dealers often purchase boats through floor plan financing programs with third-party floor plan financing providers.

the year ended December 31, 2021, all of our North American shipments were made pursuant to floor plan financing programs through which

our dealers participate.

These programs allow dealers across our brands to establish lines of credit with third-party lenders to purchase

Under these programs, a dealer draws on the floor plan facility upon the purchase of our boats and the lender pays the invoice

price of the boats.

As is typical in our industry, we have entered into repurchase agreements with certain floor plan financing providers

to our dealers.

Under the terms of these arrangements, in the event a lender repossesses a boat from a dealer that has defaulted on its

floor financing arrangement and is able to deliver the repossessed boat to us, we are obligated to repurchase the boat from the lender.

Our obligation to repurchase such repossessed products for the unpaid balance of our original invoice price for the boat is subject to

reduction or limitation based on the age and condition of the boat at the time of repurchase, and in certain cases by an aggregate cap

on repurchase obligations associated with a particular floor financing program.

exposure under repurchase agreements with third-party lenders is mitigated by our ability to reposition inventory with a new dealer in

the event that a repurchase event occurs.

The primary cost to us of a repurchase event is any margin loss on the resale of a repurchased

To date, we have not been required to repurchase any boats under repurchase agreements.

powerboat industry, including the performance sport boat category, is highly competitive for consumers and dealers.

Competition affects

our ability to succeed in the markets we currently serve and new markets that we may enter in the future.

We compete with several large

manufacturers that may have greater financial, marketing and other resources than we do.

We compete with large manufacturers who are

represented by dealers in the markets in which we now operate and into which we plan to expand.

We also compete with a wide variety of

small, independent manufactures.

Competition in our industry is based primarily on brand name, price and product performance.

also compete with other leisure activities.

Our boats are not necessities and in times of economic hardship, consumers may cease purchasing

non-essential items.

Luxury items may not be used for recreational and sport purposes, and demand for our boats may be adversely affected

by competition from other activities that occupy consumers’ leisure time and by changes in consumer lifestyle, usage pattern or

also face competition for employees.

Competition for individuals with experience designing, manufacturing and servicing electric boats

is intense, and we may not be able to attract, assimilate, train or retain additional highly qualified personnel in the future.

to attract, integrate, train, motivate and retain these additional employees could seriously harm our business and prospects.

Materials, Principal Suppliers, and Customers

purchase a number of our product parts and components from third-party suppliers, including the fiberglass we use to manufacture the

fiberglass parts of our boats, hydrocarbon feedstocks and steel, as well as product parts and components, such as engines and electronic

controls, through a sales order process.

The most significant component used in manufacturing our gas-powered boats, based on cost, are

We maintain a strong and long-standing relationship with our sole supplier of engines, Suzuki Motor of America, Inc.

do not maintain long-term contracts with preferred suppliers, but instead rely on informal arrangements and off-the-shelf purchases.

Other than the 150-horsepower motors we obtain from Suzuki Motor of America, Inc., which historically have been used in approximately

15% of our boats, we have not experienced any material shortages in any of our product parts, or components.

However, as a result of

the COVID-19 pandemic some of our third-party suppliers have experienced delays in delivering our product parts and components in a timely

manner and fluctuations in price for these supplies is a possibility if raw material pricing increases.

Temporary shortages, when they

do occur, usually involve manufacturers of these products adjusting model mix, introducing new product lines, or limiting production

in response to an industry-wide reduction in boat demand or, as recently experienced during the COVID-19 pandemic, in finding persons

able to deliver the parts and components in a timely manner.

In addition, we have experienced price increases from suppliers resulting

from these supply chain shortages.

Semiconductor

chips are a vital input component to the electrical architecture of our electric boats, controlling wide aspects of the boats’

Many of the key semiconductor chips we intend to use in our boats come from limited or single sources of supply, and therefore

a disruption with any one manufacturer or supplier in our supply chain would have an adverse effect on our ability to effectively manufacture

and timely deliver our boats.

We do not have any long-term supply contracts with any suppliers and purchase chips on a purchase order

Due to our reliance on these semiconductor chips, we are subject to the risk of shortages and long lead times in their supply.

We are in the process of identifying alternative manufacturers for semiconductor chips.

We have in the past experienced, and may in the

future experience, semiconductor chip shortages, and the availability and cost of these components would be difficult to predict.

example, our manufacturers may experience temporary or permanent disruptions in their manufacturing operations due to equipment breakdowns,

labor strikes or shortages, natural disasters, component or material shortages, cost increases, acquisitions, insolvency, changes in

legal or regulatory requirements, or other similar problems.

demand for semiconductor chips in 2020, due in part to the COVID-19 pandemic and increased demand for consumer electronics that use these

chips, has resulted in a severe global shortage of chips in 2021.

As a result, our ability to source semiconductor chips to be used in

our boats has been adversely affected.

This shortage may result in increased chip delivery lead times, delays in the production of our

boats, and increased costs to source available semiconductor chips.

To the extent this semiconductor chip shortage continues, and we

are unable to mitigate the effects of this shortage, our ability to deliver sufficient quantities of our boats to fulfill our preorders

and to support our growth through sales to new customers would be adversely affected.

we believe that our relationships with our current suppliers are sufficient to provide the materials necessary to meet present production

demand, we cannot assure you that these relationships will continue or that the quantity or quality of the materials available from these

suppliers will be sufficient to meet our future needs.

We expect that our need for raw materials and supplies will increase.

Our suppliers

must be prepared to ramp up operations and, in many cases, hire additional workers and/or expand capacity in order to fulfill those orders

placed by us and other customers.

Operational and financial difficulties that our suppliers may face in the future could adversely affect

their ability to supply us with the parts and components we need, which could significantly disrupt our operations.

few customers have in the past, and may in the future, account for a significant portion of our revenues in any one year or over a period

of several consecutive years.

For example, during the year end December 31, 2021 five dealers represented 67% of our sales.

of business from a significant customer could have a material adverse effect on our business, financial condition, results of operations

and cash flows.

have not protected our intellectual property rights for our gas-powered motor products through patents or formal copyright registration,

and we do not currently have any patent applications pending related to our gas-powered boats.

development of our electric powered boats continues, we are applying for patents.

We have filed applications for three design and four

utility patents with the U.S.

Patent and Trademark Office relating to, among other things, our propulsion system being developed and

Below is a list of pending patent applications that Forza X1 is seeking approval from the United States Patent and Trademark

There can be no assurance that any patent will issue or if issued that the patent will protect our intellectual property.

a result, we may not be able to protect our intellectual property and trade secrets or prevent others from independently developing substantially

equivalent proprietary information and techniques or from otherwise gaining access to our intellectual property or trade secrets.

such an instance, our competitors could produce products that are nearly identical to ours resulting in us selling less products or generating

less revenue from our sales.

following table sets forth certain information regarding our current patent applications:

/ CONCEPT NAME

Number and Filing Date

Although to date most dealers have purchased boats for which they

have provided indications of interest, we could experience excess inventory and costs if a dealer should choose not to purchase a boat

for which it has provided an indication of interest.

Floor Plan Financing

Our North American dealers often purchase boats through

floor plan financing programs with third-party floor plan financing providers.

During the year ended December 31, 2022, all of our North

American shipments were made pursuant to floor plan financing programs through which our dealers participate.

These programs allow dealers

across our brands to establish lines of credit with third-party lenders to purchase inventory.

Under these programs, a dealer draws on

the floor plan facility upon the purchase of our boats and the lender pays the invoice price of the boats.

As is typical in our industry,

we have entered into repurchase agreements with certain floor plan financing providers to our dealers.

Under the terms of these arrangements,

in the event a lender repossesses a boat from a dealer that has defaulted on its floor financing arrangement and is able to deliver the

repossessed boat to us, we are obligated to repurchase the boat from the lender.

Our obligation to repurchase such repossessed products

for the unpaid balance of our original invoice price for the boat is subject to reduction or limitation based on the age and condition

of the boat at the time of repurchase, and in certain cases by an aggregate cap on repurchase obligations associated with a particular

floor financing program.

Our exposure under repurchase agreements with third-party

lenders is mitigated by our ability to reposition inventory with a new dealer in the event that a repurchase event occurs.

cost to us of a repurchase event is any margin loss on the resale of a repurchased unit.

To date, we have not been required to repurchase

any boats under repurchase agreements.

The powerboat industry, including the performance

sport boat category, is highly competitive for consumers and dealers.

Competition affects our ability to succeed in the markets we currently

serve and new markets that we may enter in the future.

We compete with several large manufacturers that may have greater financial, marketing

and other resources than we do.

We compete with large manufacturers who are represented by dealers in the markets in which we now operate

and into which we plan to expand.

We also compete with a wide variety of small, independent manufactures.

Competition in our industry

is based primarily on brand name, price and product performance.

We also compete with other leisure activities.

boats are not necessities and in times of economic hardship, consumers may cease purchasing non-essential items.

Luxury items may not

be used for recreational and sport purposes, and demand for our boats may be adversely affected by competition from other activities that

occupy consumers’ leisure time and by changes in consumer lifestyle, usage pattern or taste.

We also face competition for employees.

for individuals with experience designing, manufacturing and servicing electric boats is intense, and we may not be able to attract, assimilate,

train or retain additional highly qualified personnel in the future.

The failure to attract, integrate, train, motivate and retain these

additional employees could seriously harm our business and prospects.

Raw Materials, Principal Suppliers, and Customers

We purchase a number of our

product parts and components from third-party suppliers, including the fiberglass we use to manufacture the fiberglass parts of our boats,

hydrocarbon feedstocks and steel, as well as product parts and components, such as engines and electronic controls, through a sales order

The most significant component used in manufacturing our gas-powered boats, based on cost, are engines.

We maintain a strong

and long-standing relationship with our sole supplier of engines, Suzuki Motor of America, Inc.

We do not maintain long-term

contracts with preferred suppliers, but instead rely on informal arrangements and off-the-shelf purchases.

Other than the 150-horsepower

motors we obtain from Suzuki Motor of America, Inc., which historically have been used in approximately 15% of our boats, we have not

experienced any material shortages in any of our product parts, or components.

However, as a result of the COVID-19 pandemic some of our

third-party suppliers have experienced delays in delivering our product parts and components in a timely manner and fluctuations in price

for these supplies is a possibility if raw material pricing increases.

Temporary shortages, when they do occur, usually involve manufacturers

of these products adjusting model mix, introducing new product lines, or limiting production in response to an industry-wide reduction

in boat demand or, as recently experienced during the COVID-19 pandemic, in finding persons able to deliver the parts and components in

a timely manner.

In addition, we have experienced price increases from suppliers resulting from these supply chain shortages.

Semiconductor chips are a vital input component to

the electrical architecture of Forza’s electric boats, controlling wide aspects of the boats’ operations.

Many of the key

semiconductor chips Forza intends to use in its boats come from limited or single sources of supply, and therefore a disruption with any

one manufacturer or supplier in its supply chain would have an adverse effect on Forza’s ability to effectively manufacture and

timely deliver its boats.

Forza does not have any long-term supply contracts with any suppliers and purchase chips on a purchase order

Due to its reliance on these semiconductor chips, Forza is subject to the risk of shortages and long lead times in their supply.

Forza is in the process of identifying alternative manufacturers for semiconductor chips.

In the past there have been experienced, and

may in the future be, semiconductor chip shortages, and the availability and cost of these components would be difficult to predict.

example, Forza’s manufacturers may experience temporary or permanent disruptions in their manufacturing operations due to equipment

breakdowns, labor strikes or shortages, natural disasters, component or material shortages, cost increases, acquisitions, insolvency,

changes in legal or regulatory requirements, or other similar problems.

Increased demand for semiconductor chips in 2020,

due in part to the COVID-19 pandemic and increased demand for consumer electronics that use these chips, has resulted in a severe global

shortage of chips in 2021 and 2022.

As a result, our ability to source semiconductor chips to be used in our boats has been adversely

This shortage may result in increased chip delivery lead times, delays in the production of our boats, and increased costs to

source available semiconductor chips.

To the extent this semiconductor chip shortage continues, and we are unable to mitigate the effects

of this shortage, our ability to deliver sufficient quantities of our boats to fulfill our preorders and to support our growth through

sales to new dealers would be adversely affected.

We only have one remaining supplier that is affected by the shortage.

While we and Forza believe that our and its relationships

with our and its current suppliers are sufficient to provide the materials necessary to meet present production demand, neither we nor

Forza can assure anyone that these relationships will continue or that the quantity or quality of the materials available from these suppliers

will be sufficient to meet our or its future needs.

We and Forza expect that our and its need for raw materials and supplies will increase.

Our and its suppliers must be prepared to ramp up operations and, in many cases, hire additional workers and/or expand capacity in order

to fulfill those orders placed by us or Forza and other customers.

Operational and financial difficulties that our or Forza’s suppliers

may face in the future could adversely affect their ability to supply us or Forza with the parts and components we need, which could significantly

disrupt our or Forza’s operations.

A few customers have in the past, and may in the future,

account for a significant portion of our revenues in any one year or over a period of several consecutive years.

For example, during the

year end December 31, 2022 five dealers represented 48% of our sales.

The loss of business from a significant customer could have a material

adverse effect on our business, financial condition, results of operations and cash flows.

Intellectual Property

We have not protected our

intellectual property rights for our gas-powered motor products through patents or formal copyright registration, and we do not currently

have any patent applications pending related to our gas-powered boats.

As development of Forza’s electric powered boats continues, Forza is

applying for patents.

Forza has filed applications for three design and four utility patents with the U.S.

Patent and Trademark Office

relating to, among other things, its propulsion system being developed and boat design.

Below is a list of pending patent applications

that Forza is seeking approval from the United States Patent and Trademark Office.

There can be no assurance that any patent will be issued

or if issued that the patent will protect our intellectual property.

As a result, neither we nor Forza may be able to protect our or its

intellectual property and trade secrets or prevent others from independently developing substantially equivalent proprietary information

and techniques or from otherwise gaining access to our or its intellectual property or trade secrets.

In such an instance, we or our competitors

could produce products that are nearly identical to ours or Forza’s resulting in us selling less products or generating less revenue

from our or Forza’s sales.

The following table sets forth certain information

regarding Forza’s current patent applications:

IDEA / CONCEPT NAME

App Number and Filing Date

360 Steering Lower Pod with Disconnect

outboard, lower pod steering mechanism using slewing bearing and spur gear mechanism allowing for a full 360-degree rotation.

Also features

a pass through the center method for cooling fluid, and an easy way to interchange lower drive units with the fixed upper unit.

Patent Need to submit full application by March 2022

For outboard, lower pod steering mechanism using slewing bearing and spur gear mechanism allowing for a full 360 degree rotation.

Also features a pass through the center method for cooling fluid, and an easy way to interchange lower drive units with the fixed upper unit.

Full Non-provisional Patent

App # 17,698,212

FILING DATE 03/18/23

Outboard Cover Design

shape of outboard cover

Original Outboard Cover Design

Original shape of outboard cover

Design Patent

App # 29/818,844

FILING DATE 12/10/21

of frame that allows vertical mounting of motor and transmission inside the outboard

Unibody Frame

Shape of frame that allows vertical mounting of motor and transmission inside the outboard

Design Patent

App # 29/818,842

FILING DATE 12/10/21

cover design - ALPHA 01 version

of the updated prototype cover and cowling

Outboard cover design — ALPHA 01 version

shape of the updated prototype cover and cowling

Design Patent

App # 29/819,262

FILING DATE 12/14/21

and Tilt with cable routing thru pivot axis

trim and tilt assembly that routes cables through the pivot axis which protects cables, keeps the bundle from excessive bending and results

in a cleaner design

Trim and Tilt with cable routing thru pivot axis

A trim and tilt assembly that routes cables through the pivot axis which protects cables, keeps the bundle from excessive bending and results in a cleaner design

Utility Patent

App # 63,287,740

FILING DATE 12/09/21

Drive Lower Unit for an Electric Outboard

design of the lower jet drive as it is configured for the integration with the electric outboard

Jet Drive Lower Unit for an Electric Outboard

The design of the lower jet drive as it is configured for the integration with the electric outboard

Utility Patent

App # 63,293,420

FILING DATE 12/23/21

Loop Heat Exchanger Integrated in a Lower Drive Unit

a cooling radiator inside of the lower drive propeller or jet drive unit itself.

Simplify the cooling circuit by eliminating the need

for a raw sea water intake.

Closed Loop Heat Exchanger Integrated in a Lower Drive Unit

Integrate a cooling radiator inside of the lower drive propeller or jet drive unit itself.

Simplify the cooling circuit by eliminating the need for a raw sea water intake.

Full Non-provisional Patent

App # 18/150,943

FILING DATE 1/06/22

and Product Warranties

carry various insurance policies, including policies to cover general products liability, directors and officers, workers’ compensation

and other casualty and property risks, to protect against certain risks of loss consistent with the exposures associated with the nature

and scope of our operations.

Our policies are generally based on our safety record as well as market trends in the insurance industry

and are subject to certain deductibles, limits and policy terms and conditions.

provide limited product warranties, generally covering periods of ten years for the hull and the motors are under warranty by their manufacturer.

addition, we provide a three-year limited fiberglass small parts warranty on some small fiberglass parts and components, such as consoles.

Outboard Motor Cowling Latch Assembly

The outboard top cover should not be removed until the electric motor and inverter is safely de-energized which typically takes 4 to 5 seconds after powering down.

This invention features a special latch mechanism, a sensor to detect position of latch, and a locking solenoid which will prevent inadvertent removal of cowling cover which will prevent a user from being electrocuted.

Utility Patent

App # 63/424,985

Filing Date 11/14/22

Docking Assist Motor Control and Auto-pilot mode for Trailer loading and launching

Similar to docking assist GPS guided auto-pilot systems but this one is specifically intended to assist with single handed boat launching or loading to and from a trailer.

Use position sensors on the trailer, have the boat automatically guided safely by itself while the captain is backing trailer into the water, or on the trailer preparing the winch, etc.

Utility Patent

App # 63/402,124

FILED 8/30/2022

Double Motor Stack for an outboard powerhead arrangement

Cascadia and other EV motor vendors offer a configuration where the DC motor can be stacked on top of another motor to double the power output of the vehicle.

Packing this into an outboard motor design might be a first for the industry and will be worth patenting if possible.

Utility Patent

App # 63/402,124

FILING DATE 8/30/22

Insurance and Product Warranties

We carry various insurance

policies, including policies to cover general products liability, directors and officers, workers’ compensation and other casualty

and property risks, to protect against certain risks of loss consistent with the exposures associated with the nature and scope of our

Our policies are generally based on our safety record as well as market trends in the insurance industry and are subject to

certain deductibles, limits and policy terms and conditions.

We provide limited product warranties, generally covering

periods of ten years for the hull and the motors are under warranty by their manufacturer.

In addition, we provide a three-year limited fiberglass

small parts warranty on some small fiberglass parts and components, such as consoles.

Gelcoat is covered up to one year.

Additionally, fiberglass lids, plastic lids, electrical panels, bilge pumps, aerator pumps or other

electrical devices (excluding stereos, depth finders, radar, chart plotters except for installation if installed by Twin Vee PowerCats

Co.), steering systems, electrical panels, and pumps are covered under a one-year basic limited systems warranty.

Some materials, components

or parts of the boat that are not covered by our limited product warranties are separately warranted by their manufacturers or suppliers.

These other warranties include warranties covering engines purchased from suppliers and other components.

Environmental,

Safety and Regulatory Matters

materials used in our manufacturing, including the resins used in production of our boats, are toxic, flammable, corrosive or reactive

and are classified by the federal and state governments as “hazardous materials.” Control of these substances is regulated

by the Environmental Protection Agency (the “EPA”) and state pollution control agencies.

The United States Clean Air Act

(the “CAA”) and corresponding state and provincial rules regulate emissions of air pollutants.

The Occupational Safety and

Health Administration (“OSHA”) standards limit the emissions to which an employee may be exposed without the need for respiratory

protection or upgraded plant ventilation.

Our facilities are regularly inspected by OSHA and by state and local inspection agencies and

We believe that our facility complies in all material aspects with these regulations.

Although capital expenditures related

to compliance with environmental laws are expected to increase, we do not currently anticipate any material expenditure will be required

to continue to comply with existing environmental or safety regulations in connection with our existing manufacturing facilities.

sold in the United States must be manufactured to meet the standards of certification required by the United States Coast Guard.

boats manufactured for sale in the European Community must be certified to meet the European Community’s imported manufactured

products standards.

Additionally,

fiberglass lids, plastic lids, electrical panels, bilge pumps, aerator pumps or other electrical devices (excluding stereos, depth finders,

radar, chart plotters except for installation if installed by Twin Vee PowerCats Co.), steering systems, electrical panels, and pumps

are covered under a one-year basic limited systems warranty.

Some materials, components or parts of the boat that are not covered by our

limited product warranties are separately warranted by their manufacturers or suppliers.

These other warranties include warranties covering

engines purchased from suppliers and other components.

Environmental, Safety

and Regulatory Matters

Certain materials used in

our manufacturing, including the resins used in production of our boats, are toxic, flammable, corrosive or reactive and are classified

by the federal and state governments as “hazardous materials.” Control of these substances is regulated by the Environmental

Protection Agency (the “EPA”) and state pollution control agencies.

The United States Clean Air Act (the “CAA”)

and corresponding state and provincial rules regulate emissions of air pollutants.

The Occupational Safety and Health Administration (“OSHA”)

standards limit the emissions to which an employee may be exposed without the need for respiratory protection or upgraded plant ventilation.

Our facilities are regularly inspected by OSHA and by state and local inspection agencies and departments.

We believe that our facility

complies in all material aspects with these regulations.

Although capital expenditures related to compliance with environmental laws are

expected to increase, we do not currently anticipate any material expenditure will be required to continue to comply with existing environmental

or safety regulations in connection with our existing manufacturing facilities.

Powerboats sold in the United

States must be manufactured to meet the standards of certification required by the United States Coast Guard.

In addition, boats manufactured

for sale in the European Community must be certified to meet the European Community’s imported manufactured products standards.

These certifications specify standards for the design and construction of powerboats.

We believe that all of our

boats meet these standards.

In addition, safety of recreational boats is subject to federal regulation under the Boat Safety Act of 1971,

which requires boat manufacturers to recall products for replacement of parts or components that have demonstrated defects affecting

We have instituted recalls for defective component parts produced by certain of our third-party suppliers.

None of the recalls

has had a material adverse effect on our company.

addition to the regulation of our manufacturing operations, the EPA has adopted regulations stipulating that many marine propulsion engines

meet certain air emission standards.

The engines used in our products, all of which are manufactured by third parties, are warranted

by the manufacturers to be in compliance with the EPA’s emission standards.

Furthermore, the engines used in our products must

comply with the applicable emission standards under the CEPA and corresponding provincial legislation.

We believe that all of our boats meet these standards.

In addition, safety of recreational boats is subject to federal regulation under the Boat Safety Act of 1971, which requires boat manufacturers

to recall products for replacement of parts or components that have demonstrated defects affecting safety.

We have instituted recalls

for defective component parts produced by certain of our third-party suppliers.

None of the recalls has had a material adverse effect

on our company.

In addition to the regulation of our manufacturing

operations, the EPA has adopted regulations stipulating that many marine propulsion engines meet certain air emission standards.

used in our products, all of which are manufactured by third parties, are warranted by the manufacturers to be in compliance with the

EPA’s emission standards.

Furthermore, the engines used in our products must comply with the applicable emission standards under

the Center for European Policy Analysis (“CEPA”) and corresponding provincial legislation.

The additional cost of complying

with these regulations has increased our cost to purchase the engines and, accordingly, has increased the cost to manufacture our products.

we are not able to pass these additional costs along to our customers, it may have a negative impact on our business and financial condition.

Employees/Human

of December 31, 2021, we employed approximately 120 employees in our gas-powered boat segment, all of whom are full time employees.

of the same date, we had two full time employees in our franchise segment and Forza has five full time employees working on electric-powered

None of our employees are represented by a labor union and, since our founding in 1982, we have never experienced a labor-related

work stoppage.

Pay and Benefits

compensation programs are designed to align the compensation of our employees with our performance and to provide the proper incentives

to attract, retain and motivate employees to achieve superior results.

The structure of our compensation programs balances incentive

earnings for both short-term and long-term performance.

If we are not able to pass these additional costs

along to our dealers, it may have a negative impact on our business and financial condition.

Employees/Human Capital

We currently, employ approximately,170 employees, 154 employees in our gas-powered

boat segment, all of whom are full time employees, and Forza has 16 full time employees working on electric-powered boats.

employees are represented by a labor union and, since our founding in 1982, we have never experienced a labor-related work stoppage.

Competitive Pay and Benefits

Our compensation programs

are designed to align the compensation of our employees with our performance and to provide the proper incentives to attract, retain and

motivate employees to achieve superior results.

The structure of our compensation programs balances incentive earnings for both short-term

and long-term performance.

Specifically:

provide employee wages and benefits that are competitive and consistent with employee positions, skill levels, experience, knowledge

and geographic location;

align our executives’ long-term equity compensation with our shareholders’ interests by linking realizable pay with

stock performance;

employees are eligible for health insurance, paid and unpaid leaves, a retirement plan and life and disability/accident erage.

health and safety of our employees is our highest priority, and this is consistent with our operating philosophy.

Accordingly, with the

global spread of the ongoing novel coronavirus pandemic, we have implemented plans designed to address and mitigate the impact of the

COVID-19 pandemic on the safety of our employees and our business, which include:

work from home flexibility;

attendance policies to encourage those who are sick to stay home;

cleaning protocols across all locations;

regular communication regarding impacts of the COVID-19 pandemic, including health and safety protocols and procedures.

of the COVID-19 Pandemic on Our Operations

COVID-19 pandemic outbreak has offered challenges for all commercial enterprises.

According to a Small Business Pulse Survey, 89.9% of

businesses reported a moderate to large negative effect from COVID-19 on their business in April 2020, only reducing to approximately

75% in November 2020.

Imposed restrictions, such as social distancing, regular temperature checks, enhanced cleaning measures, and the

use of personal protective equipment placed on workplaces to increase the safety of employees was something many companies have never

had to face before.

Some companies and even entire industries have had to shut down due to COVID-19.

Moreover, the potential collapse

of demand from consumers is an ever-present concern right now with high unemployment rates and the unpredictable nature of living during

a global pandemic.

have adapted to these unprecedented times and believe we have successfully navigated the issues presented to our business by the global

Although sales decreased at the beginning of the summer and we had reduced staffing, we have operated with a full-time staff

since the middle of the summer.

The demand for our Classic and GFX models have been robust, our backlog is over 125 boats.

Orders currently

being placed for our boats are being scheduled for delivery into Q4 of 2022.

With the influx of orders, we continue to hire seasoned

and experienced production team members with years of production and scheduling experience, the team is aiding our efforts to streamline

our manufacturing process.

principal executive office is located at 3101 S.

we provide employee wages and benefits that are competitive and consistent with employee positions, skill levels, experience, knowledge and geographic location;

we align our executives’ long-term equity compensation with our shareholders’ interests by linking realizable pay with stock performance;

all employees are eligible for health insurance, paid and unpaid leaves, a retirement plan and life and disability/accident erage.

Health and Safety

The health and safety of

our employees is our highest priority, and this is consistent with our operating philosophy.

Accordingly, with the global spread of the

ongoing novel coronavirus pandemic, we have implemented plans designed to address and mitigate the impact of the COVID-19 pandemic on

the safety of our employees and our business, which include:

adding work from home flexibility;

adjusting attendance policies to encourage those who are sick to stay home;

increasing cleaning protocols across all locations;

initiating regular communication regarding impacts of the COVID-19 pandemic, including health and safety protocols and procedures.

Impact of the COVID-19 Pandemic on Our Operations

The COVID-19 pandemic outbreak has offered challenges

for all commercial enterprises.

We have adapted to these unprecedented times and believe we have successfully navigated the issues presented

to our business by the global pandemic.

Although sales decreased at the beginning of the summer of 2020, and we had reduced staffing,

we have operated with a full-time staff since the middle of the summer of 2020.

The demand for our boats remained robust.

Corporate Information

Our principal executive office is located at 3101

Pierce, Florida 34982 and our telephone number is (772) 429-2525.

our corporate website at www.twinvee.com.

The reference to our website is an inactive textual reference only, the information that can

be accessed through our website is not part of this Annual Report, and investors should not rely on any such information in deciding

whether to purchase our common stock.

were incorporated in the State of Florida as Twin Vee Catamarans, Inc.

on December 1, 2009 and reincorporated in Delaware on April 7,

Our parent company was incorporated as ValueRich, Inc.

(“ValueRich”) under the laws of the state of Florida on July

11, 2003 and reincorporated in Delaware on March 3, 2006.

On February 17, 2015 ValueRich consummated the acquisition of Twin Vee Catamarans,

On April 26, 2016, ValueRich changed its name and began operating under the name Twin Vee PowerCats, Inc.

was initially incorporated as Electra Power Sports, Inc.

on October 15, 2021, which name was subsequently changed to Forza X1,

We maintain our corporate website at www.twinvee.com.

reference to our website is an inactive textual reference only, the information that can be accessed through our website is not part of

this Annual Report, and investors should not rely on any such information in deciding whether to purchase our common stock.

We were incorporated in the State of Florida as Twin

Vee Catamarans, Inc.

on December 1, 2009 and reincorporated in Delaware on April 7, 2021 under the name to Twin Vee PowerCats Co.

was incorporated under the laws of the state of Florida on July 11, 2003 and reincorporated in Delaware on March 3, 2006.

17, 2015 ValueRich, Inc.

consummated the acquisition of Twin Vee Catamarans, Inc.

On April 26, 2016, ValueRich, Inc.

changed its name

and began operating under the name Twin Vee PowerCats, Inc.

On December 5, 2022, the merger of Twin Vee PowerCats, Inc.

into our company

was approved.

Forza X1, Inc.

was initially incorporated as Electra

Power Sports, Inc.

on October 15, 2021, which name was subsequently changed to Forza X1, Inc.

on October 29, 2021.

Prior to Forza’s incorporation on October 15, 2021, the electric boat business was operated as our Electra

Power Sports™ Division.

Following our initial public offering that closed on July 23, 2021 (the “IPO”), we determined

in October 2021 that for several reasons, that we would market our new independent line of electric boats under a new brand name (and

new subsidiary).

My Boat, Inc.

was incorporated on September 21, 2021 in Delaware.

of Being an Emerging Growth Company

are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),

and therefore we intend to take advantage of certain exemptions from various public company reporting requirements, including not being

required to have our internal controls over financial reporting audited by our independent registered public accounting firm pursuant

to Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive

compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote

on executive compensation and any golden parachute payments.

We may take advantage of these exemptions until we are no longer an “emerging

growth company.” In addition, the JOBS Act provides that an “emerging growth company” can delay adopting new or revised

accounting standards until such time as those standards apply to private companies.

We have elected to use the extended transition period

for complying with new or revised accounting standards under the JOBS Act.

This election allows us to delay the adoption of new or revised

accounting standards that have different effective dates for public and private companies until those standards apply to private companies.

As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We will remain an “emerging growth company” until the earlier of (1) the last day of the fiscal year:

(a) following the fifth

anniversary of the completion of our initial public offering;

Prior to Forza’s

incorporation on October 15, 2021, the electric boat business was operated as our Electra Power Sports™ Division.

Following our

initial public offering that closed on July 23, 2021 (the “IPO”), we determined in October 2021 that for several reasons,

that we would market our new independent line of electric boats under a new brand name (and new subsidiary).

Fix My Boat, Inc.

was incorporated on September 21,

2021 in Delaware.

Implications of Being an Emerging Growth Company

We are an “emerging growth company,” as

defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and therefore we intend to take advantage of

certain exemptions from various public company reporting requirements, including not being required to have our internal controls over

financial reporting audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of

2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and

proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute

We may take advantage of these exemptions until we are no longer an “emerging growth company.” In addition, the

JOBS Act provides that an “emerging growth company” can delay adopting new or revised accounting standards until such time

as those standards apply to private companies.

We have elected to use the extended transition period for complying with new or revised

accounting standards under the JOBS Act.

This election allows us to delay the adoption of new or revised accounting standards that have

different effective dates for public and private companies until those standards apply to private companies.

As a result of this election,

our financial statements may not be comparable to companies that comply with public company effective dates.

We will remain an “emerging

growth company” until the earlier of (1) the last day of the fiscal year:

(a) following the fifth anniversary of the completion

of our initial public offering;

(b) in which we have total annual gross revenue of at least $1.235 billion;

or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates

exceeded $700.0 million as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible

debt during the prior three-year period.

References herein to “emerging growth company” have the meaning associated with

that term in the JOBS Act.

or (c) in which we are deemed

to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeded $700.0 million

as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the

prior three-year period.

References herein to “emerging growth company” have the meaning associated with that term in the

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business