What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-03-20 compared with 2024-03-27 · 494 added, 777 removed, 766 unchanged (62% of the section changed)

8 unchanged sentences

in the forward-looking statements made throughout this Annual Report a result of different factors, including the risks we face described

Risks Related to our

There is limited public

information on our operating history.

Risks Related to our Business

There is limited

public information on our operating history.

Our limited public operating

5 unchanged sentences

not be made with the same data as would be available as if we had a longer history of public reporting.

We have incurred losses for the years ended

December 31, 2023 and 2022 and could continue to incur losses in the future.

We have incurred

losses for the years ended December 31, 2024 and 2023 and could continue to incur losses in the future.

For the years ended December 31, 2024 and 2023, respectively,

3 unchanged sentences

we had an accumulated deficit of approximately $25,392,955 million.

There can be no assurance that expenses will not continue to increase in

future periods or that the cash generated from operations in future periods will be sufficient to satisfy our operating needs and to generate

income from operations and net income .

Our ability to meet

our manufacturing workforce needs is crucial to our results of operations and future sales and profitability.

There can be no assurance that expenses will not continue to increase

in future periods or that the cash generated from operations in future periods will be sufficient to satisfy our operating needs and to

generate income from operations and net income .

Our ability to

meet our manufacturing workforce needs is crucial to our results of operations and future sales and profitability.

We rely on the existence

of an available hourly workforce to manufacture our products.

In addition, Forza relies upon engineers that are specialist in electric

We cannot assure you that we or our subsidiaries, will be able to attract and retain qualified employees to meet current

or future manufacturing needs at a reasonable cost,

For instance, the demand for skilled employees has increased recently

with the low unemployment rates in Florida where we have manufacturing facilities and in North Carolina where Forza is building a manufacturing

Also, although none of our employees are currently covered by collective bargaining agreements, we cannot assure you that our

employees will not elect to be represented by labor unions in the future.

Additionally, competition for qualified employees could require

us to pay higher wages to attract a sufficient number of employees.

In addition, We cannot assure you that we or our subsidiaries, will be able

to attract and retain qualified employees to meet current or future manufacturing needs at a reasonable cost,

For instance,

the demand for skilled employees has increased recently with the low unemployment rates in Florida where we have manufacturing facilities.

Also, although none of our employees are currently covered by collective bargaining agreements, we cannot assure you that our employees

will not elect to be represented by labor unions in the future.

Additionally, competition for qualified employees could require us to

pay higher wages to attract a sufficient number of employees.

Significant increases in manufacturing workforce costs could materially

adversely affect our business, financial condition or results of operations.

Forza intends to continue to hire a number of additional

personnel, including design and manufacturing personnel and service technicians for its electric boats and powertrains.

Competition for

individuals with experience designing, manufacturing and servicing electric boats is intense, and Forza 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 Forza’s business and prospects.

We have a large, fixed

cost base that will affect our profitability if our sales decrease.

We have a large,

fixed cost base that will affect our profitability if our sales decrease.

The fixed cost levels of

5 unchanged sentences

production can lower our ability to absorb fixed costs and materially impact our financial condition or results of operations.

Interest rates and

energy prices affect product sales.

Interest rates

and energy prices affect product sales.

Our gas-powered products

9 unchanged sentences

Also, higher fuel prices may have an adverse effect on demand for our gas-powered boats, as they increase

the cost of ownership and operation and the pries at which we sell the boats.

the cost of ownership and operation and the prices at which we sell the boats.

Therefore, higher interest rates and fuel costs can adversely

affect consumers’ decisions relating to recreational powerboating purchases.

The capacity of the manufacturing facility that

we and Forza utilize will not be sufficient to support our future growth and business plans.

We are currently operating close to full capacity

at our current manufacturing facility in Fort Pierce.

Forza plans to manufacture its electric boats at a new state of the art carbon neutral

factory that it plans to build in McDowell County, North Carolina.

Until we are able to expand our manufacturing capacity and Forza is

able to build the planned manufacturing facility, we will continue to share our current manufacturing facility with Forza, which has a

limited capacity and may not be able to satisfy our and their manufacturing needs.

Any facility that we build will require a significant

capital investment and is expected to take at least one to two years to build and become fully operational.

As a result of limited capacity

at our facility, Forza’s ability to produce any boats will be limited to available capacity of our facility until Forza’s

future manufacturing facility is operational.

If capacity is not available, Forza will not be able to produce its electric boats as planned.

Forza intends to utilize grant funding

to pay for certain costs associated with the building of its manufacturing facility.

On July 28, 2022, we received notice that the North

Carolina Economic investment committee has approved a Job Development Investment Grant (“JDIG”) providing for reimbursement

to us of up to $1,367,100 over a twelve-year period to establish a new manufacturing plant in McDowell County, North Carolina.

of grant funding is conditioned upon Forza investing over $10.5 million in land, buildings and fixtures, infrastructure and machinery

and equipment by the end of 2025 and Forza creating as many as 170 jobs.

There can be no assurance that Forza will meet the conditions

necessary to receive the grant funding.

Changes in general economic conditions, geopolitical

conditions, domestic and foreign trade policies, monetary policies and other factors beyond our control may adversely impact our business

and operating results.

Stockholders may not realize a benefit from

the Merger commensurate with the ownership dilution they will experience in connection with the Merger.

If the combined company is unable to realize the full

strategic and financial benefits currently anticipated from the Merger, Twin Vee and Forza securityholders will have experienced substantial

dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only receiving part

of the commensurate benefit to the extent the combined company is able to realize only part of the strategic and financial benefits currently

anticipated from the Merger.

Changes in general

economic conditions, geopolitical conditions, domestic and foreign trade policies, monetary policies and other factors beyond our control

may adversely impact our business and operating results.

Our operations and performance depend on global, regional

39 unchanged sentences

to accurately forecast and plan future business activities.

Our annual and quarterly

financial results are subject to significant fluctuations depending on various factors, many of which are beyond our control .

Our annual and

quarterly financial results are subject to significant fluctuations depending on various factors, many of which are beyond our control.

Our sales and operating results

45 unchanged sentences

In addition, adverse weather conditions, such as increased frequency and/or severity of storms, or floods

could impair our ability to operate by damaging our facilities and equipment or restricting product delivery to customers.

could impair our ability to operate by damaging our facilities and equipment or restricting

product delivery to customers.

The occurrence

6 unchanged sentences

disasters or other disruptions to our manufacturing facility.

If we fail to manage

our manufacturing levels while still addressing the seasonal retail pattern for our products, our business and margins may suffer .

If we fail to

manage our manufacturing levels while still addressing the seasonal retail pattern for our products, our business and margins may suffer.

The seasonality of retail

7 unchanged sentences

to adjust manufacturing levels adequately may have a material adverse effect on our financial condition and results of operations.

We depend on our network

of independent dealers for our gas-powered boats, face increasing competition for dealers, and have little control over their activities .

our network of independent dealers for our gas-powered boats, face increasing competition for dealers, and have little control over their

A significant portion of

our sales of our gas-powered boats are derived from our network of independent dealers.

We typically manufacture our gas-powered boats

based upon indications of interest received from dealers who are not contractually obligated to purchase any boats.

While our dealers

typically have purchased all of the boats for which they have provided us with indications of interest, it is possible that a dealer could

choose not to purchase boats for which it has provided an indication of interest (e.g., if it were to have reached the credit limit on

its floor plan), and as a result we once experienced, and in the future could experience, excess inventory and costs.

For fiscal 2023,

our top five dealers accounted for approximately 35% of our consolidated revenues.

During the year ended December 31, 2023, one individual dealer

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

During the year ended December 31, 2022, one

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

The loss of a significant

dealer could have a material adverse effect on our financial condition and results of operations.

The number of dealers supporting our

products and the quality of their marketing and servicing efforts are essential to our ability to generate sales.

Competition for dealers

among other boat manufacturers continues to increase based on the quality, price, value, and availability of the manufacturers’

products, the manufacturers’ attention to customer service, and the marketing support that the manufacturer provides to the dealers.

We face intense competition from other boat manufacturers in attracting and retaining dealers, affecting our ability to attract or retain

relationships with qualified and successful dealers.

Although our management believes that the quality of our products in the performance

sport boat industry should permit us to maintain our relationships with our dealers and our market share position, there can be no assurance

that we will be able to maintain or improve our relationships with our dealers or our market share position.

In addition, independent

dealers in the boating industry have experienced significant consolidation in recent years, which could result in the loss of one or more

of our dealers in the future if the surviving entity in any such consolidation purchases similar products from a competitor.

A substantial

deterioration in the number of dealers or the quality of our network of dealers would have a material adverse effect on our business,

financial condition, and results of operations.

our sales are derived from our network of independent dealers.

We typically manufacture our boats based upon indications of interest received

from dealers who are not contractually obligated to purchase any boats.

While our dealers typically have purchased all of the boats for

which they have provided us with indications of interest, it is possible that a dealer could choose not to purchase boats for which it

has provided an indication of interest (e.g., if it were to have reached the credit limit on its floor plan), and as a result we once

experienced, and in the future could experience, excess inventory and costs.

For fiscal 2024, our top three dealers accounted for approximately

40% of our consolidated revenues.

All three of these dealers accounted for more than 10% of our total sales for the year ended December

During the year ended December 31, 2023, one individual dealer had sales of over 10% of our total sales and that dealer represented 10%

of total sales.

The loss of a significant dealer could have a material adverse effect on our financial condition and results of operations.

The number of dealers supporting our products and the quality of their marketing and servicing efforts are essential to our ability to

generate sales.

Competition for dealers among other boat manufacturers continues to increase based on the quality, price, value, and availability

of the manufacturers’ products, the manufacturers’ attention to customer service, and the marketing support that the manufacturer

provides to the dealers.

We face intense competition from other boat manufacturers in attracting and retaining dealers, affecting our

ability to attract or retain relationships with qualified and successful dealers.

Although our management believes that the quality of

our products in the

performance sport boat industry should permit us to maintain our relationships with our dealers and our market share

position, there can be no assurance that we will be able to maintain or improve our relationships with our dealers or our market share

In addition, independent dealers in the boating industry have experienced significant consolidation in recent years, which could

result in the loss of one or more of our dealers in the future if the surviving entity in any such consolidation purchases similar products

from a competitor.

A substantial deterioration in the number of dealers or the quality of our network of dealers would have a material

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

Our success depends,

1 unchanged sentence

Because we sell nearly all

of our gas-powered products through dealers, their financial health is critical to our success.

Our business, financial condition, and

results of operations may be adversely affected if the financial health of the dealers that sell our products suffers.

Their financial

health may suffer for a variety of reasons, including a downturn in general economic conditions, rising interest rates, higher rents,

increased labor costs and taxes, compliance with regulations, and personal financial issues.

of our products through dealers, their financial health is critical to our success.

Our business, financial condition, and results of

operations may be adversely affected if the financial health of the dealers that sell our products suffers.

Their financial health may

suffer for a variety of reasons, including a downturn in general economic conditions, rising interest rates, higher rents, increased labor

costs and taxes, compliance with regulations, and personal financial issues.

In addition, our dealers

8 unchanged sentences

be adversely affected.

We may be required to repurchase inventory

of certain dealers .

We may be required

to repurchase inventory of certain dealers.

Many of our dealers have

1 unchanged sentence

In connection with

these agreements, we may have an obligation to repurchase our products from a finance company under certain circumstances, and we may

not have any control over the timing or amount of any repurchase obligation nor have access to capital on terms acceptable to us to satisfy

these agreements, we have an obligation to repurchase our products from a finance company under certain circumstances, and we may not

have any control over the timing or amount of any repurchase obligation nor have access to capital on terms acceptable to us to satisfy

any repurchase obligation.

9 unchanged sentences

laws regulating dealer relations may also require us to repurchase our products from our dealers under certain circumstances,

not have any control over the timing or amount of any repurchase obligation nor have access to capital on terms acceptable to us to satisfy

any repurchase obligation.

If we were obligated to repurchase a significant number of units under any repurchase agreement or under applicable

dealer laws, our business, operating results and financial condition could be adversely affected.

and we may not have any control

over the timing or amount of any repurchase obligation nor have access to capital on terms acceptable to us to satisfy any repurchase

If we were obligated to repurchase a significant number of units under any repurchase agreement or under applicable dealer

laws, our business, operating results and financial condition could be adversely affected.

We rely on third-party

3 unchanged sentences

During the year ended December 31, 2024

the Company purchased all engines for its boats under supplier agreements with three vendors.

During the year ended December 31, 2022,

the Company purchased all engines for its boats under supplier agreements with one vendor.

While 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 materials available from these suppliers will be sufficient to meet our

future needs, irrespective of whether we successfully implement our growth strategy.

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 the 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.

Termination or interruption

of informal supply arrangements could have a material adverse effect on our business or results of operations .

and 2023, we purchased all engines for our boats under supplier agreements with three vendors.

While 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 materials available from these suppliers will be sufficient to meet

our future needs, irrespective of whether we successfully implement our growth strategy.

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 the 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.

Termination or

interruption of informal supply arrangements could have a material adverse effect on our business or results of operations.

Although we have long-term

10 unchanged sentences

and operating results.

Significant product repair and/or replacement

due to product warranty claims or product recalls could have a material adverse impact on our results of operations .

Significant product

repair and/or replacement due to product warranty claims or product recalls could have a material adverse impact on our results of operations.

We provide a hull warranty for structural damage of

up to ten years for its gas-powered boats.

In addition, we provide a three-year limited fiberglass small parts warranty on all or some

small fiberglass parts and components such as consoles.

up to 12 years for our boats.

In addition, we provide a three-year limited fiberglass small parts warranty on all or 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 us.), steering systems, electrical panels, and pumps are covered under a one-year basic limited systems

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.

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

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.

7 unchanged sentences

if recalls cause consumers to question the safety or reliability of its products.

The nature of our business

exposes us to workers’ compensation claims and other workplace liabilities.

The nature of

our business exposes us to workers’ compensation claims and other workplace liabilities.

Certain materials we use

2 unchanged sentences

hazardous or toxic materials receive specialized training and wear protective clothing, there is still a risk that they,

or others, may

be exposed to these substances.

Exposure to these substances could result in significant injury to our employees and damage to our property

or the property of others, including natural resource damage.

or others, may be exposed

to these substances.

Exposure to these substances could result in significant injury to our employees and damage to our property or the

property of others, including natural resource damage.

Our personnel are also at risk for other workplace-related injuries, including

3 unchanged sentences

unable to maintain such insurance on acceptable terms or such insurance may not provide adequate protection against potential liabilities.

If we are unable to comply with environmental

and other regulatory requirements, our business may be exposed to material liability and/or fines .

If we are unable

to comply with environmental and other regulatory requirements, our business may be exposed to material liability and/or fines.

Our operations are subject

21 unchanged sentences

Under environmental laws, we may be liable for remediation of contamination

at sites where our hazardous wastes have been disposed or at our current facility, regardless of whether our facility is owned or leased

at sites where our hazardous waste have been disposed or at our current facility, regardless of whether our facility is owned or leased

or whether the environmental conditions were created by us, a prior owner or tenant, or third-party.

2 unchanged sentences

sites or operations or those of predecessor companies will not have a material adverse effect on our business or financial condition.

Our industry is characterized

by intense competition, which affects our sales and profits.

is characterized by intense competition, which affects our sales and profits.

The performance sport boat

26 unchanged sentences

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

Our sales may be adversely

impacted by increased consumer preference for other leisure activities or used boats or the supply of new boats by competitors in excess

Our sales may

be adversely impacted by increased consumer preference for other leisure activities or used boats or the supply of new boats by competitors

in excess of demand.

Our boats are not necessities

12 unchanged sentences

could lead to reduced sales by us, which could adversely affect our business, results of operations, and financial condition.

Our sales and profitability

depend, in part, on the successful introduction of new products.

Our sales and

profitability depend, in part, on the successful introduction of new products.

Market acceptance of our

23 unchanged sentences

Failure to continue to protect our brand may adversely affect our business, financial condition,

of operations.

We expect that our ability to develop, maintain and strengthen the Twin Vee, AquaSport and Forza brands will also depend

heavily on the success of our marketing efforts.

To further promote our brands and Forza’s brand, we and Forza may be required to

change our marketing practices, which could result in substantially increased advertising expenses, including the need to use traditional

media such as television, radio and print.

Many of our current and potential competitors have greater name recognition, broader customer

relationships and substantially greater marketing resources than we do.

If we do not develop and maintain strong brands, our business,

prospects, financial condition and operating results will be materially and adversely impacted.

and results of operations.

We expect that our ability to develop, maintain and strengthen the Twin Vee and AquaSport brands will also depend heavily on the success

of our marketing efforts.

To further promote our brands, we may be required to change our marketing practices, which could result in substantially

increased advertising expenses, including the need to use traditional media such as television, radio and print.

Many of our current and

potential competitors have greater name recognition, broader customer relationships and substantially greater marketing resources than

If we do not develop and maintain strong brands, our business, prospects, financial condition and operating results will be materially

and adversely impacted.

Negative publicity, including

8 unchanged sentences

our business and financial condition.

We may not be able

to execute our manufacturing strategy successfully, which could cause the profitability of our products to suffer.

We may not be

able to execute our manufacturing strategy successfully, which could cause the profitability of our products to suffer.

Our manufacturing strategy

5 unchanged sentences

of our products and our ability to deliver desirable products to our consumers.

We will rely on complex machinery for our operations,

and production involves a significant degree of risk and uncertainty in terms of operational performance, safety, security, and costs.

on complex machinery for our operations, and production involves a significant degree of risk and uncertainty in terms of operational

performance, safety, security, and costs.

We expect to rely heavily on complex machinery for

20 unchanged sentences

of operations, and cash flows.

We may need to raise additional capital

that may be required to grow our business, and we may not be able to raise capital on terms acceptable to us or at all.

Operating our business and

maintaining our growth efforts will require significant cash outlays and advance capital expenditures and commitments.

Although the proceeds

of our initial public offering and follow on offering should be sufficient to fund our operations, if cash on hand and cash generated

from operations and from our initial public offering and follow on offering are not sufficient to meet our cash requirements, we will

need to seek additional capital,

potentially through debt or equity financings, to fund our growth.

We cannot assure you that we will

be able to raise needed cash on terms acceptable to us or at all.

Financings may be on terms that are dilutive or potentially dilutive

to our stockholders, and the prices at which new investors would be willing to purchase our securities may be lower than the price per

We may need to

raise additional capital that may be required to grow our business, and we may not be able to raise capital on terms acceptable to us

Operating our business

and maintaining our growth efforts will require significant cash outlays and advance capital expenditures and commitments.

on hand and cash generated from operations are not sufficient to meet our cash requirements, we will need to seek additional

capital, potentially through debt or equity financings, to fund our growth.

We cannot assure you that we will be able to raise

needed cash on terms acceptable to us or at all.

Financings may be on terms that are dilutive or potentially dilutive to our

stockholders, and the prices at which new investors would be willing to purchase our securities may be lower than the price per

share of our common stock in our initial public offering.

The holders of new securities may also have rights, preferences or privileges

which are senior to those of existing holders of common stock.

If new sources of financing are required, but are insufficient or unavailable,

we will be required to modify our growth and operating plans based on available funding, if any, which would harm our ability to grow

our business.

If we fail to manage

future growth effectively, we may not be able to market or sell our products successfully.

The holders of new securities may also have rights, preferences or

privileges which are senior to those of existing holders of common stock.

If new sources of financing are required, but are

insufficient or unavailable, we will be required to modify our growth and operating plans based on available funding, if any, which

would harm our ability to grow our business.

If we fail to

manage future growth effectively, we may not be able to market or sell our products successfully.

Any failure to manage our

growth effectively could materially and adversely affect our business, prospects, operating results and financial condition.

expand our operations in the near future.

Our future operating results depend to a large extent on our ability to manage this expansion

and growth successfully.

We are expanding

our operations.

Our future operating results depend to a large extent on our ability to manage this expansion and growth successfully.

Risks that we face in undertaking this expansion include:

7 unchanged sentences

We intend to continue to

hire a number of additional personnel, including design and manufacturing personnel and service technicians for our electric boats and

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.

The failure to attract, integrate,

train, motivate and retain these additional employees could seriously harm our business and prospects

The loss of one or

a few dealers could have a material adverse effect on us.

A few dealers 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

For example, during the year ended December 31, 2023, one individual dealer had sales of over 10% of our total sales,

and that one dealer represented 10% of total sales.

During the year ended December 31, 2022, one dealer represented 12% of our sales.

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

and cash flows.

We depend upon our

executive officers and we may not be able to retain them and their knowledge of our business and technical expertise would be difficult

hire a number of additional personnel, including design and manufacturing personnel and service technicians.

Competition for individuals

with experience designing, manufacturing and servicing 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

We depend upon

our executive officers and we may not be able to retain them and their knowledge of our business and technical expertise would be difficult

Our future success will depend

7 unchanged sentences

and sales and diversion of management resources, which could adversely affect our operating results.

Certain of our shareholders

have sufficient voting power to make corporate governance decisions that could have a significant influence on us and the other stockholders.

Certain of our

shareholders have sufficient voting power to make corporate governance decisions that could have a significant influence on us and the

other stockholders.

Our Chief Executive Officer

9 unchanged sentences

Chief Executive Officer could cause us to enter into transactions or agreements that we would not otherwise consider.

We may attempt to grow

our business through acquisitions or strategic alliances and new partnerships, which we may not be successful in completing or integrating .

We may attempt

to grow our business through acquisitions or strategic alliances and new partnerships, which we may not be successful in completing or

We may in the future enter

16 unchanged sentences

and other technologies are important to our business activities and operations.

Network and information systems-related events, such as

computer hackings, cyber threats, security breaches, viruses, or other destructive or disruptive software, process breakdowns or malicious

or other activities could result in a disruption of our services and operations or improper disclosure of personal data or confidential

information, which could damage our reputation and require us to expend resources to remedy any such breaches.

Moreover, the amount and

scope of insurance we maintain against losses resulting from any such events or security breaches may not be sufficient to cover our losses

or otherwise adequately compensate us for any disruptions to our businesses that may result, and the occurrence of any such events or

security breaches could have a material adverse effect on our business and results of operations.

The risk of these systems-related

events and security breaches occurring has intensified, in part because we maintain certain information necessary to conduct our businesses

Our new web-based platform Pro Direct will be dependent

upon our networks and information systems.

Network and information systems-related events, such as computer hackings, cyber threats, security

breaches, viruses, or other destructive or disruptive software, process breakdowns or malicious or other activities could result in a

disruption of our services and operations or improper disclosure of personal data or confidential information, which could damage our

reputation and require us to expend resources to remedy any such breaches.

Moreover, the amount and scope of insurance we maintain against

losses resulting from any such events or security breaches may not be sufficient to cover our losses or otherwise adequately compensate

us for any disruptions to our businesses that may result, and the occurrence of any such events or security breaches could have a material

adverse effect on our business and results of operations.

The risk of these systems-related events and security breaches occurring

has intensified, in part because we maintain certain information necessary to conduct our businesses

in digital form stored on cloud servers.

While we develop and maintain systems seeking to prevent systems-related events and security

breaches from occurring, the development and maintenance of these systems is costly and requires ongoing monitoring and updating as technologies

change and efforts to overcome security measures become more sophisticated.

Despite these efforts, there can be no assurance that disruptions

and security breaches will not occur in the future.

Moreover, we may provide certain confidential, proprietary and personal information

to third parties in connection with our businesses, and while we obtain assurances that these third parties will protect this information,

there is a risk that this information may be compromised.

While we develop and maintain systems seeking to prevent systems-related events and security breaches from occurring, the development

and maintenance of these systems is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome

security measures become more sophisticated.

Despite these efforts, there can be no assurance that disruptions and security breaches will

not occur in the future.

To the extent we are able to grow our sales through our Pro Direct platform and become dependent on such sales,

we could experience loss of revenue in the event that a security breach or a technological malfunction disrupts the ability of customers

to access and use the platform.

Moreover, we may provide certain confidential, proprietary and personal information to third parties in

connection with our businesses, and while we obtain assurances that these third parties will protect this information, there is a risk

that this information may be compromised.

Maintaining the secrecy of confidential, proprietary,

6 unchanged sentences

disruption involving our information technology systems, or those of our vendors, suppliers and other partners,

could also result in disruptions

in critical systems, corruption or loss of data and theft of data, funds or intellectual property.

A breach of our security measures or

the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation or misuse of trade secrets, proprietary information,

or other confidential information, whether as a result of theft, hacking, fraud, trickery or other forms of deception, or for any other

reason, could enable others to produce competing products, use our proprietary technology or information, or adversely affect our business

or financial condition.

could also result in disruptions in critical systems,

corruption or loss of data and theft of data, funds or intellectual property.

A breach of our security measures or the accidental loss,

inadvertent disclosure, unapproved dissemination, misappropriation or misuse of trade secrets, proprietary information, or other confidential

information, whether as a result of theft, hacking, fraud, trickery or other forms of deception, or for any other reason, could enable

others to produce competing products, use our proprietary technology or information, or adversely affect our business or financial condition.

We may be unable to prevent outages or security breaches in our systems.

We remain potentially vulnerable to additional

known or yet unknown threats as, in some instances, we, our suppliers and our other partners may be unaware of an incident or its magnitude

We also face the risk that we expose our vendors or partners to cybersecurity attacks.

Any or all of the foregoing could

adversely affect our results of operations and our business reputation.

We remain potentially vulnerable to additional known or yet unknown

threats as, in some instances, we, our suppliers and our other partners may be unaware of an incident or its magnitude and effects.

also face the risk that we expose our vendors or partners to cybersecurity attacks.

Any or all of the foregoing could adversely affect

our results of operations and our business reputation.

Likewise, data privacy breaches

1 unchanged sentence

or to the public.

While we have invested in protection of data and information technology, there can be no assurance that our efforts

While we have invested in the protection of data and information technology, there can be no assurance that our efforts

will prevent breakdowns or breaches in our systems that could adversely affect our business.

The occurrence of any of such network or

information systems-related events or security breaches could have a material adverse effect on our business, financial condition and

results of operations.

Our business and operations would suffer in

the event of computer system failures.

The occurrence of any such network or information

systems-related events or security breaches could have a material adverse effect on our business, financial condition and results of operations.

and operations would suffer in the event of computer system failures.

Despite the implementation of security measures, our

36 unchanged sentences

position, results of operations or cash flow.

Uninsured losses could

result in payment of substantial damages, which would decrease our cash reserves and could harm our cash flow and financial condition.

Uninsured losses

could result in payment of substantial damages, which would decrease our cash reserves and could harm our cash flow and financial condition.

In the ordinary course of business, we may be subject

12 unchanged sentences

perceive any increase in our risk profile in the future.

Risks Related to our Electric-Powered

Forza’s planned fully electric sport boat

has not yet been developed, and even if developed, interest in it may not develop.

Forza has not yet commercialized any boats.

can be no assurance that Forza will be able to complete development of the fully electric sport boat when anticipated, if at all, that

we will be able to mass produce the fully electric sport boat or that the anticipated features or services to be included in the fully

electric will create substantial interest or a market, and therefore Forza’s anticipated product, its sales and growth for our product

may not develop as expected, or at all.

For example, in May 2021 we experienced a small fire in connection with the sea trial of a prototype

of our electric boat which resulted in a six-month delay in our design timetable as we implemented changes to the design for outboard

electric motor system as a result of the fire.

We cannot guarantee that similar events will not occur in the future, or that we will be

able to contain such events without damage or delay.

Even if such a market for the fully electric sport boat develops, there can be no

assurance that Forza would be able to maintain that market.

Forza’s operations to date have been primarily

limited to finalizing the design and engineering of its electric sport boat as well as organizing and staffing Forza in preparation for

launching the fully electric boat.

As such, Forza has not yet demonstrated, and the success of Forza is wholly dependent upon, its ability

to commercialize its products.

The successful commercialization of any products will require us to perform a variety of functions, including:

completing the design and testing for the fully electric sport boat and our Forza’s proprietary outboard electric motor;

manufacturing the fully electric sport boats;

developing a vertically integrated direct-to-consumer distribution system;

conducting sales and marketing activities.

Forza cannot be certain that its business strategy

for its electric-powered boats will be successful or that we will successfully address these risks.

In the event that we do not successfully

address these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected,

and Forza may not have the resources to continue or expand the business operations of its electric-powered boats business.

Forza may be unable to adequately control the

capital expenditures and costs associated with our business and operations.

Forza will require significant capital to develop

and grow our business, including developing its first boat to be manufactured, as well as building its brand.

Forza expects to make additional

capital expenditures and incur substantial costs as it completes the design and engineering of the fully electric sport boat and prepare

to commercially launch sales of its boats and grow its business, including research and development expenses,

raw material procurement

costs, sales and distribution expenses as we build our brand and market its boats and general and administrative expenses as Forza scales

its operations, identifies and commits resources to investigate new areas of demand and incurs costs as a public company.

ability to become profitable in the future will not only depend on its ability to complete the design and development of its boats but

also to control its capital expenditures and costs.

As Forza expands its product portfolio, it will need to manage costs effectively to

sell those products at our expected margins.

If Forza is unable to cost efficiently design, manufacture, market, sell and distribute and

service its boats and provide its services, our business, prospects, financial condition, results of operations, and cash flows would

be materially and adversely affected.

Forza’s planned distribution model is

different from the predominant current distribution model for boat manufacturers, which subjects us to substantial risk and makes evaluating

our business, prospects, financial condition, results of operations, and cash flows difficult.

Forza’s distribution model is still in the planning

Forza currently plans to mainly sell its electric-powered boats directly to customers rather than through franchised dealerships

(unless required to do so by certain states), primarily through the Forza X1 website and app platform, subject to obtaining applicable

dealer licenses and equivalent permits in such jurisdictions.

The digital customer experience via our online platform will allow customers

to research, shop, choose boat hull color, interior upholstery color, and a possible upgrade of an additional battery to extend run times,

order, track and take delivery through our web-based and app platform.

Forza has not yet:

(i) entered into any arrangements with third

parties to provide financing services through Forza X1’s web and app platform, (ii) hired staff for our intended support and service

department or (iii) partnered with any third parties to address service needs or operate service centers.

Once the customer places the

order, their Forza X1 account will request several documents, including license, insurance, etc., which can be uploaded online without

ever speaking with a salesperson.

If the customer has questions, concerns, or needs support through the sales and purchase process, they

will be able to contact Forza X1 through the website or app with any questions or concerns.

Since Forza’s planned sales and marketing platform

is a newer way to shop, buy and take delivery of a new boat through a mostly virtual process, we are unable to predict or conclude precisely

what the customer will experience.

Forza intends to follow up customer transactions with review and quality control questionnaires to

collect the data and continue to better our platform and how we interact with customers.

In addition to the Forza website and app platform,

Forza also intends to establish Forza X1 customer experience and service centers to be operated as product showrooms and locations where

Forza X1 boats may be taken for service and warranty repairs.

They will be located in jurisdictions where direct-to-consumer sales or

manufacturer-owned dealerships are permissible and allow prospective customers to see our products in person before purchasing.

anticipates staffing these centers with well-trained Forza X1 employees.

Forza will initially set up a single office, but if and as its

grows, Forza plans to open additional customer experience and service centers to support our expansion, help bolster sales, and introduce

its electric boat product to markets across the country that are more familiar purchasing boats at a traditional boat dealership.

This model of boat distribution is relatively new,

different from the predominant current distribution model for boat manufacturers and, with limited exceptions, unproven, which subjects

us to substantial risk.

We and Forza have no experience in selling or leasing boats direct-to-consumer and therefore this model may require

significant expenditures and provide for slower expansion than the traditional dealer franchise system.

For example, Forza will not be

able to utilize long established relationships developed by Twin Vee with its dealer network.

Moreover, Forza will be competing with companies

with well established distribution channels.

Forza’s success will depend in large part on our its ability to effectively develop

our its own sales channels and marketing strategies.

Implementing a direct sales model is subject to numerous

significant challenges, including obtaining permits and approvals from government authorities, and we may not be successful in addressing

these challenges.

If Forza’s direct sales model does not develop as expected or develops more slowly than expected, it may be required

to modify or abandon our sales model, which could materially and adversely affect its business, prospects, financial condition, results

of operations, and cash flows.

Forza’s ability to generate meaningful

product revenue from our electric-powered boats will depend on consumer adoption of electric boats.

Forza’s ability to generate meaningful product

revenue from electric-powered boats will highly depend on sustained consumer demand for alternative fuel vehicles in general and electric

boats in particular.

If the market for electric boats does not develop as expected or develops more slowly than expected, or if there

is a decrease in consumer demand for electric vehicles, Forza’s business, prospects, financial condition and results of operations

will be harmed.

The market for electric and other alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly

changing technologies, price competition, additional competitors, evolving government regulation (including government incentives and

subsidies) and industry standards, frequent new vehicle announcements and changing consumer demands and behaviors.

Any number of changes

in the industry could negatively affect consumer demand for electric vehicles in general and Forza’s electric boats in particular.

In addition, demand for electric boats may be affected

by factors directly impacting boat prices or the cost of purchasing and operating boats such as sales and financing incentives including

tax credits, prices of raw materials and parts and components, cost of fuel, availability of consumer credit, and governmental regulations,

including tariffs, import regulation and other taxes.

Volatility in demand may lead to lower vehicle unit sales, which may result in downward

price pressure and adversely affect Forza’s business, prospects, financial condition and results of operations.

Further, sales of

boats in the marine industry tend to be cyclical in many markets, which may expose us to increased volatility, especially as Forza expands

and adjust its operations and retail strategies.

Specifically, it is uncertain how such macroeconomic factors will impact us as a new

entrant in an industry that has globally been experiencing a recent decline in sales.

Other factors that may influence the adoption of electric

boats include:

perceptions about electric vehicle quality, safety, design, performance and cost;

perceptions about the limited range over which electric boats may be driven on a single battery charge;

perceptions about the total cost of ownership of electric boats, including the initial purchase price and operating and maintenance costs, both including and excluding the effect of any government and other subsidies and incentives designed to promote the purchase of electric boats;

perceptions about the sustainability and environmental impact of electric boats, including with respect to both the sourcing and disposal of materials for electric vehicle batteries and the generation of electricity provided in the electric grid;

the availability of other alternative fuel boats;

improvements in the fuel economy of the internal combustion engine;

the quality and availability of service for electric boats;

volatility in the cost of oil and gasoline;

government regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

access to charging stations and cost to charge an electric vehicle and related infrastructure costs and standardization;

the availability of tax and other governmental incentives to purchase and operate electric boats or future regulation requiring increased use of nonpolluting boats;

macroeconomic factors.

The influence of any of the factors described above

or any other factors may cause a general reduction in consumer demand for electric vehicles or Forza’s electric boats in particular,

either of which would materially and adversely affect our business, results of operations, financial condition and prospects.

Forza depends upon third parties to manufacture

and to supply key semiconductor chip components necessary for its electric boats.

Forza does not have long-term agreements with any semiconductor

chip manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide an adequate supply of

semiconductor chips, with respect to which there is a global shortage, Forza would not be able to find alternative sources in a timely

manner and Forza’s and our business would be adversely impacted.

Semiconductor chips are a vital input component to

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

Many of the key semiconductor

chips Forza intends to use in its electric 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

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

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

process of identifying alternative manufacturers for semiconductor chips.

Forza has 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.

For 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.

In particular, 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 continued global shortage of chips through 2022.

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

electric boats has been adversely affected.

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

boats, and increased costs to source available semiconductor chips.

To the extent this semiconductor chip shortage continues, and Forza

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

and to support Forza’s growth through sales to new customers would be adversely affected.

In addition, Forza may be required to

incur additional costs and expenses in managing ongoing chip shortages, including additional research and development expenses, engineering

design and development costs in the event that new suppliers must be onboarded on an expedited basis.

Further, ongoing delays in production

and shipment of electric boats due to a continuing shortage of semiconductor chips may harm Forza’s reputation and discourage additional

preorders and boat sales, and otherwise materially and adversely affect Forza’s business and operations.

The electric boats will use lithium-ion battery

cells, which, if not appropriately managed and controlled, have been observed to catch fire or vent smoke and flame.

The battery packs within Forza’s electric boats

are being designed to use of lithium-ion cells.

If not properly managed or subject to environmental stresses, lithium-ion cells can rapidly

release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials as well as other lithium-ion

While the battery pack is designed to contain any single cell’s release of energy without spreading to neighboring cells,

a field or testing failure of battery packs in our electric boats could occur, which could result in bodily injury or death and could

subject Forza to lawsuits, field actions (including product recalls), or redesign efforts, all of which would be time consuming and expensive

and could harm Forza’s brand image.

Also, negative public perceptions regarding the suitability of lithium-ion cells for boating

applications, the social and environmental impacts of mineral mining or procurement associated with the constituents of lithium-ion cells,

or any future incident involving lithium-ion cells, such as a vehicle or other fire, could materially and adversely affect Forza’s

reputation and business, prospects, financial condition, results of operations, and cash flows.

The electronic vehicle (EV) industry and its

technology are rapidly evolving and may be subject to unforeseen changes which could adversely affect the demand for Forza’s boats

or increase Forza’s operating costs.

Forza may be unable to keep up with changes in EV

technology or alternatives to electricity as a fuel source and, as a result, its competitiveness may suffer.

Developments in alternative

technologies, such as advanced diesel, hydrogen, ethanol, fuel cells, or compressed natural gas, or improvements in the fuel economy of

the internal combustion engine or the cost of gasoline, may materially and adversely affect our business and prospects in ways we do not

currently anticipate.

Existing and other battery cell technologies, fuels or sources of energy may emerge as customers’ preferred

alternative to Forza’s boats.

Any failure by Forza to develop new or enhanced technologies or processes, or to react to changes

in existing technologies, could materially delay its development and introduction of new and enhanced alternative fuel and EVs, which

could result in the loss of competitiveness of our electric boats, decreased revenue and a loss of market share to competitors.

research and development efforts may not be sufficient to adapt to changes in alternative fuel and electric vehicle technology.

As technologies

change, Forza plans to upgrade or adapt its electric boats with the latest technology.

However, Forza’s electric boats may not compete

effectively with alternative systems if Forza is not able to source and integrate the latest technology into its boats.

Additionally,

the introduction and integration of new technologies into the electric boats may increase costs and capital expenditures required for

the production and manufacture of boats and, if Forza is unable to cost efficiently implement such technologies or adjust its manufacturing

operations, its business, prospects, financial condition, results of operations, and cash flows would be materially and adversely affected.

Forza may not be able to commence production

of our electric boats as planned.

Forza currently plans to manufacture its electric

boats at a new state of the art carbon neutral factory that we plan to build in McDowell County, North Carolina.

Until it is able to expand

our manufacturing capacity and build the planned manufacturing facility, it expects to continue to share Twin Vee’s current manufacturing

facility, which has a limited capacity and may not be able to satisfy our manufacturing needs.

Although they have entered into a Transition

Services Agreement with Twin Vee, the Transition Services Agreement does not provide for any dedicated manufacturing capacity for Forza.

Our ability to utilize Twin Vee’s manufacturing capacity pending completion of its own facility will be subject to its availability

as determined by Twin Vee and Twin Vee has no obligation to make any manufacturing capacity available to Forza under the Transition Services

As a result, its ability to produce any boats will be limited to the available capacity of the Twin Vee facility until our

future manufacturing facility is operational.

If Twin Vee does not provide manufacturing capacity, it will not be able to produce its

electric boats unless or until we lease or purchase facilities and equipment necessary for our production purposes.

Any facility that

it builds will require a significant capital investment and is expected to take at least one to two years to build and become fully operational.

In addition, even if the construction of our planned facility is completed when anticipated, production at its facility could be delayed

whether due to lack of equipment, workforce issues or other reasons.

If Forza is unable to complete our own facility and commence production

as planned, its business, prospects, financial condition, results of operations, and cash flows would be materially and adversely affected

and the value of your investment in its company may be materially adversely affected.

Forza may not receive the anticipated grant

On July 28, 2022, Forza received notice that the North

Carolina Economic investment committee has approved the JDIG providing for reimbursement to us 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.

If Forza’s electric boats fail to

perform as expected, its ability to develop, market and sell or lease its products could be harmed.

Once commercialization commences, Forza’s electric

boats may contain defects in design and manufacture that may cause them not to perform as expected or that may require repairs, recalls,

and design changes, any of which would require significant financial and other resources to successfully navigate and resolve.

will use a substantial amount of software code to operate, and software products are inherently complex and may contain defects and errors

when first introduced.

If the boats contain defects in design and manufacture that cause them not to perform as expected or that require

repair, or certain features of the boats take longer than expected to become available, are legally restricted or become subject to additional

regulation, Forza’s ability to develop, market and sell its products and services could be harmed.

Although Forza will attempt to

remedy any issues it observes in its products as effectively and rapidly as possible, such efforts could significantly distract management’s

attention from other important business objectives,

may not be timely, may hamper production or may not be to the satisfaction of its

Further, Forza’s limited operating history and limited field data reduces its ability to evaluate and predict the long-term

quality, reliability, durability and performance characteristics of its battery packs, powertrains and boats.

There can be no assurance

that Forza will be able to detect and fix any defects in its products prior to their sale or lease to customers.

Any defects, delays or legal restrictions on boat

features, or other failure of Forza’s boats to perform as expected, could harm its reputation and result in delivery delays, product

recalls, product liability claims, breach of warranty claims and significant warranty and other expenses, and could have a material adverse

impact on our business, results of operations, prospects and financial condition.

As a new entrant to the industry attempting to build

customer relationships and earn trust, these effects could be significantly detrimental to us.

Additionally, problems and defects experienced

by other electric consumer vehicles could by association have a negative impact on perception and customer demand for Forza’s boats.

In addition, even if Forza’s boats function

as designed, Forza expects that the battery efficiency, and hence the range, of its electric boats, like other electric vehicles that

use current battery technology, will decline over time.

Other factors, such as usage, time and stress patterns, may also impact the battery’s

ability to hold a charge, or could require Forza to limit boat battery charging capacity, including via over-the-air or other software

updates, for safety reasons or to protect battery capacity, which could further decrease the boats’ range between charges.

decreases in or limitations of battery capacity and therefore range, whether imposed by deterioration, software limitations or otherwise,

could also lead to consumer complaints or warranty claims, including claims that prior knowledge of such decreases or limitations would

have affected consumers’ purchasing decisions.

Further, there can be no assurance that Forza will be able to improve the performance

of its battery packs, or increase its boats range, in the future.

Any such battery deterioration or capacity limitations and related decreases

in range may negatively influence potential customers’ willingness to purchase Forza boats and negatively impact its brand and reputation,

which could adversely affect Forza’s business, prospects, results of operations and financial condition.

Forza’s boats will rely on software and

hardware that is highly technical, and if these systems contain errors, bugs, vulnerabilities, or design defects, or if Forza is unsuccessful

in addressing or mitigating technical limitations in our systems, our business could be adversely affected.

Forza’s boats are expected to rely on software

and hardware that is highly technical and complex and may require modification and updates over the life of the boats.

In addition, the

boats will depend on the ability of such software and hardware to store, retrieve, process and manage large amounts of data.

software and hardware may contain errors, bugs, vulnerabilities or design defects, and our systems are subject to certain technical limitations

that may compromise its ability to meet its objectives.

Some errors, bugs, vulnerabilities, or design defects inherently may be difficult

to detect and may only be discovered after the code has been released for external or internal use.

Although Forza will attempt to remedy

any issues it observes in its boats effectively and rapidly, such efforts may not be timely, may hamper production or may not be to the

satisfaction of its customers.

Additionally, if Forza deploys updates to the software

(whether to address issues, deliver new features or make desired modifications) and its over-the-air update procedures fail to properly

update the software or otherwise have unintended consequences to the software, the software within its customers’ boats will be

subject to vulnerabilities or unintended consequences resulting from such failure of the over-the-air update until properly addressed.

If Forza is unable to prevent or effectively remedy

errors, bugs, vulnerabilities or defects in its software and hardware, or fails to deploy updates to its software properly, it would suffer

damage to its reputation, loss of customers, loss of revenue or liability for damages, any of which could adversely affect our business,

prospects, financial condition, results of operations, and cash flows.

Intellectual Property

Forza’s patent

applications may not issue as patents, which may have a material adverse effect on its ability to prevent others from commercially exploiting

products similar to its products.

Forza cannot be certain that

it is the first inventor of the subject matter to which it has filed a particular patent application, or that it is the first party to

file such a patent application.

If another party has filed a patent application for the same subject matter as it has, it may not be entitled

to the protection sought by the patent application.

Further, the scope of protection of issued patent claims is often difficult to determine.

As a result, we cannot be certain that the patent applications that Forza files will issue, or that our issued patents will afford protection

against competitors with similar technology.

In addition, its competitors may design around Forza’s issued patents, which may adversely

affect its and our business, prospects, financial condition, results of operations, and cash flows.

We and Forza may not

be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

We and Forza may not be able

to prevent others from unauthorized use of our intellectual property, which could harm our and Forza’s business and competitive

We and Forza rely on a combination of patent, trade secret (including those in our know-how), and other intellectual

We are currently,

and may in the future be, subject to substantial litigation, regulatory actions, government investigations, proceedings and similar actions

that could cause us to incur significant legal expenses and which could have a material adverse effect on our business, operating results

or financial condition.

We are currently, and may in the future be, subject

to substantial litigation, regulatory actions, government investigations, proceedings and similar actions including matters related to

commercial disputes, intellectual property, employment, securities laws, disclosures, whistleblower, environmental, tax, accounting, class

action, and product liability, as well as trade, regulatory and other claims related to our business and our industry.

Such matters can

be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability or require us

to change our business practices.

Because of the potential risks, expenses and uncertainties of litigation, we may, from time to time,

settle disputes, even where we believe that we have meritorious claims or defenses.

Because litigation is inherently unpredictable, we

cannot assure you that the results of any of these actions will not have a material adverse effect on our business, operating results

or financial condition.

On March 10, 2025, shareholders Nabeel Youseph and

Marisa Hardyal-Youseph (“Plaintiffs”), who are former holders of common stock of Forza X1, Inc.

(“Forza”), commenced

an action in the Chancery Court of the State of Delaware, captioned Youseph, et al.

Visconti, et al., Case No.

2025-0262, by filing

a putative class action complaint (the “Complaint”) against Defendants Joseph Visconti, Kevin Schuyler, Neil Ross, Twin Vee

Powercats Co.

and Twin Vee Powercats, Inc.

(collectively, “Defendants”), related to Forza’s merger with us seeking an

unspecified award of damages, plus interest, costs, and attorneys’ fees.

Plaintiffs’ Complaint asserts claims (1) against

Defendants for breach of fiduciary duty in their capacities as controlling shareholders of Forza, (2) against Messrs.

Visconti, Schuyler,

and Ross for breach of fiduciary duty in their capacities as directors of Forza, and (3) against Mr.

Visconti for breach of fiduciary

duty in his capacity as an officer of Forza.

Defendants intend to vigorously defending against the claims.

At this time, the Company is

unable to estimate the ultimate outcome of this matter.

These securities class actions, shareholder derivative

actions and other current or future litigation matters may be time-consuming, divert management’s attention and resources, cause

the Company to incur significant defense and settlement costs or liability.

We intend to vigorously defend against all such claims.

of the potential risks, expenses and uncertainties of litigation, as well as claims for indemnity from various of the parties concerned,

we may from time to time, settle disputes, even where we believe that we have meritorious claims or defenses.

While a certain amount of

insurance coverage is available for expenses or losses associated with current or future lawsuits, this coverage may not be sufficient.

Determining reserves for any litigation is a complex, fact-intensive process that is subject to judgment calls.

It is possible that a

resolution of one or more such proceedings could require us to make substantial payments to satisfy judgments, fines or penalties or to

settle claims or proceedings, any of which could harm our business.

Based on information currently available, we are unable to estimate

reasonably a possible loss or range of possible losses, if any, with regard to the current securities class action;

therefore, no litigation

reserve has been recorded in our consolidated balance sheet.

Although we plan to defend against the securities class actions, shareholder

derivative actions and other lawsuits vigorously, we cannot assure that the results of these actions, either individually or in the aggregate,

will not have a material adverse effect on our business, operating results or financial condition.

Intellectual Property Risks

We may not be

able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

We may not be able to prevent

others from unauthorized use of our intellectual property, which could harm our business and competitive position.

We do not have any

patent protection for our gas-powered motor products.

Our gas powered boats.

The only patent protection we have is for our electric products

which we are no longer developing.

We rely on a combination of trade secret (including those in our know-how), and other intellectual

property laws, as well as employee and third-party nondisclosure agreements, intellectual property licenses, and other contractual rights

to establish and protect rights in our technology and intellectual property.

Our and Forza’s patent or trademark applications may

not be granted, any patents or trademark registrations that may be issued to us may not sufficiently protect our and Forza’s intellectual

property and any of our or Forza’s issued patents, trademark registrations or other intellectual property rights may be challenged

by third parties.

Any of these scenarios may result in limitations in the scope of our or Forza’s intellectual property or restrictions

on our or Forza’s use of our intellectual property or may adversely affect the conduct of our or Forza’s business.

our or Forza’s efforts to protect our or Forza’s intellectual property rights, third parties may attempt to copy or otherwise

obtain and use our or Forza’s intellectual property or seek court declarations that they do not infringe upon our or Forza’s

intellectual property rights.

Monitoring unauthorized use of our or Forza’s intellectual property is difficult and costly, and the

steps we and Forza have taken or will take to prevent misappropriation may not be successful.

From time to time, we and Forza may have

to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources.

Patent, trademark,

and trade secret laws vary significantly throughout the world.

A number of foreign countries do not protect intellectual property rights

to the same extent as do the laws of the United States.

Therefore, our and Forza’s intellectual property rights may not be

as strong or as easily enforced outside of the United States.

Failure to adequately protect our and Forza’s intellectual property

rights could result in competitors offering similar products, potentially resulting in the loss of some of competitive advantage and a

decrease in our and Forza’s revenue which would adversely affect our business, prospects, financial condition, results of operations,

and cash flows.

If Forza’s patents

expire or are not maintained, Forza’s patent applications are not granted or patent rights are contested, circumvented, invalidated

or limited in scope, Forza may not be able to prevent others from selling, developing or exploiting competing technologies or products,

which could have a material adverse effect on its and our business, prospects, financial condition, results of operations, and cash flows.

Forza cannot assure that

its pending applications will issue as patents.

Even if its patent applications issue into patents, these patents may be contested, circumvented

or invalidated in the future.

In addition, the rights granted under any issued patents may not provide us with adequate protection or

competitive advantages.

The claims under any patents that issue from Forza’s patent applications may not be broad enough to prevent

others from developing technologies that are similar or that achieve results similar to Forza’s technology.

The intellectual property

rights of others could also bar Forza from licensing and exploiting any patents that issue from Forza’s pending applications.

patents and pending patent applications owned by others exist in the fields in which Forza has developed and are developing its technology.

Many of these existing patents and patent applications might have priority over its patent applications and could subject its patents

to invalidation or its patent applications to rejection.

Finally, in addition to patents and patent applications that were filed before

its patents and patent applications, any of its existing or future patents may also be challenged by others on the basis that they are

invalid or unenforceable.

We and Forza may in

the future become, subject to claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our or Forza’s

employees’ former employers.

Many of our and Forza’s

employees were previously employed by other companies with similar or related technology, products or services.

We and Forza are, and

may in the future become, subject to claims that we, they or these employees have inadvertently or otherwise used or disclosed trade secrets

or other proprietary information of former employers.

Our trademark applications may not be granted, any trademark

registrations that may be issued to us may not sufficiently protect our intellectual property and any of our issued patents, trademark

registrations or other intellectual property rights may be challenged by third parties.

Any of these scenarios may result in limitations

in the scope of our intellectual property or restrictions on our use of our intellectual property or may adversely affect the conduct

of our business.

Despite our efforts to protect our intellectual property rights, third parties may attempt to copy or otherwise obtain

and use our intellectual property or seek court declarations that they do not infringe upon our intellectual property rights.

unauthorized use of our intellectual property is difficult and costly, and the steps we have taken or will take to prevent misappropriation

may not be successful.

From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could

result in substantial costs and diversion of our resources.

We may in the

future become, subject to claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our employees’

former employers.

Many of our employees were

previously employed by other companies with similar or related technology, products or services.

We are, and may in the future become,

subject to claims that we, they or these employees have inadvertently or otherwise used or disclosed trade secrets or other proprietary

information of former employers.

Litigation may be necessary to defend against these claims.

If we or Forza fail

to defend such claims, we or they may be forced to pay monetary damages or be enjoined from using certain technology, products, services

or knowledge.

Even if we or they are successful in defending against these claims, litigation could result in substantial costs and demand

on management resources.

Our and Forza’s

use of open-source software in our applications could subject our proprietary software to general release, adversely affect our ability

to sell our and Forza’s services and subject us to possible litigation, claims or proceedings.

We and Forza plan to use

open-source software in connection with the development and deployment of our and Forza’s products and services.

Companies that

use open-source software in connection with their products have, from time to time, faced claims challenging the use of open-source software

and/or compliance with open-source license terms.

As a result, we or Forza could be subject to suits by parties claiming ownership of

what are believed to be open-source software or claiming noncompliance with open- source licensing terms.

Some open-source software licenses

may require users who distribute proprietary software containing or linked to open- source software to publicly disclose all or part of

the source code to such proprietary software and/or make available any derivative works of the open-source code under the same open- source

license, which could include proprietary source code.

In such cases, the open- source software license may also restrict us or Forza from

charging fees to licensees for their use of our or Forza’s software.

While we and Forza will monitor the use of open-source software

and try to ensure that open-source software is not used in a manner that would subject our or Forza’s proprietary source code to

these requirements and restrictions, such use could inadvertently occur, in part because open-source license terms are often ambiguous

and have generally not been interpreted by U.S.

If we fail to defend such claims, we or they

may be forced to pay monetary damages or be enjoined from using certain technology, products, services or knowledge.

Even if we or they

are successful in defending against these claims, litigation could result in substantial costs and demand on management resources.

Our use of open-source

software in our applications could subject our proprietary software to general release, adversely affect our ability to sell our services

and subject us to possible litigation, claims or proceedings.

We plan to use open-source

software in connection with the development and deployment of our products and services.

Companies that use open-source software in connection

with their products have, from time to time, faced claims challenging the use of open-source software and/or compliance with open-source

license terms.

As a result, we could be subject to suits by parties claiming ownership of what are believed to be open-source software

or claiming noncompliance with open- source licensing terms.

Some open-source software licenses may require users who distribute proprietary

software containing or linked to open- source software to publicly disclose all or part of the source code to such proprietary software

and/or make available any derivative works of the open-source code under the same open- source license, which could include proprietary

In such cases, the open- source software license may also restrict us from charging fees to licensees for their use of our

While we will monitor the use of open-source software and try to ensure that open-source software is not used in a manner that

would subject our proprietary source code to these requirements and restrictions, such use could inadvertently occur, in part because

open-source license terms are often ambiguous and have generally not been interpreted by U.S.

or foreign courts.

4 unchanged sentences

contractual protections regarding infringement or the quality of the code, including the existence of security vulnerabilities.

extent that our or Forza’s platformer the platform of our subsidiaries depends upon the successful operation of open-source software,

any undetected errors or defects in open-source software that we or Forza use could prevent the deployment or impair the functionality

of our systems and injure our reputation.

In addition, the public availability of such software may make it easier for attackers to target

and compromise our or Forza’s platform through cyber-attacks.

Any of the foregoing risks could materially and adversely affect our

and Forza’s business, prospects, financial condition, results of operations, and cash flows.

A significant portion

of our and Forza’s intellectual property is not protected through patents or formal copyright registration.

As a result, neither

we nor Forza have the full benefit of patent or copyright laws to prevent others from replicating our or Forza’s products, product

candidates and brands.

extent that our platform depends upon the successful operation of open-source software, any undetected errors or defects in open-source

software that we use could prevent the deployment or impair the functionality of our systems and injure our reputation.

In addition, the

public availability of such software may make it easier for attackers to target and compromise our platform through cyber-attacks.

of the foregoing risks could materially and adversely affect our business, prospects, financial condition, results of operations, and

A significant

portion of our intellectual property is not protected through patents or formal copyright registration.

As a result, we do not have the

full benefit of patent or copyright laws to prevent others from replicating our products, product candidates and brands.

We have not protected our

intellectual property rights with respect to our gas-powered boats through patents or formal copyright registration, and we do not currently

have any patent applications pending.

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

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.

an instance, 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.

Confidentiality agreements

with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

We and Forza rely on trade

secrets, know-how and technology, which are not protected by patents, to protect the intellectual property behind our boats and the intellectual

property behind Forza’s electric powertrain and for the construction of its boats.

We and Forza have recently begun to use confidentiality

agreements with our and its collaborators, employees,

consultants, outside collaborators and other advisors to protect its proprietary

technology and processes.

We and Forza intend to use such agreements in the future, but these agreements may not effectively prevent disclosure

of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information.

In addition, others may independently discover trade secrets and proprietary information, and in such cases we and Forza could not assert

any trade secret rights against such party.

Costly and time-consuming litigation could be necessary to enforce and determine the scope

of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our or Forza’s competitive

business position.

We and Forza may need to defend ourselves

against patent, copyright or trademark infringement claims, which may be time-consuming and would cause us and Forza to incur substantial

intellectual property rights with respect to our boats through patents or formal copyright registration, and we do not currently have

any patent applications pending.

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

As 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.

In 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.

Confidentiality

agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

We rely on trade secrets,

know-how and technology, which are not protected by patents, to protect the intellectual property behind our boats.

We utilize confidentiality

agreements with our collaborators, employees,

consultants, outside collaborators

and other advisors to protect its proprietary technology and processes.

We intend to use such agreements in the future, but these agreements

may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized

disclosure of confidential information.

In addition, others may independently discover trade secrets and proprietary information, and

in such cases, we could not assert any trade-secret rights against such party.

Costly and time-consuming litigation could be necessary

to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely

affect our competitive business position.

We may need to

defend ourselves against patent, copyright or trademark infringement claims, which may be time-consuming and would cause us to incur substantial

The status of the protection

of our and Forza’s intellectual property is unsettled as we and Forza do not have any issued patents, registered trademarks or registered

copyrights for most of our and Forza’s intellectual property and other than three design, five utility and two full non-provisional

patent applications, neither we nor Forza have applied for the same.

Companies, organizations or individuals, including our competitors,

may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our or Forza’s ability

to make, use, develop, sell or market our powerboats and electric powertrains or use third-party components, which could make it more

difficult for us or Forza to operate.

From time to time, we or Forza may receive communications from third parties that allege our or

Forza’s products or components thereof are covered by their patents or trademarks or other intellectual property rights.

holding patents or other intellectual property rights may bring suits alleging infringement of such rights or otherwise assert their rights.

If we or Forza are determined to have infringed upon a third party’s intellectual property rights, we or Forza may be required to

do one or more of the following:

of our intellectual property is unsettled as we do not have any issued patents, registered trademarks or registered copyrights for most

of our intellectual property and other than three design, five utility and two full non-provisional patent applications, we have not applied

for the same.

Companies, organizations or individuals, including our competitors, may hold or obtain patents, trademarks or other proprietary

rights that would prevent, limit or interfere with our ability to make, use, develop, sell or market our powerboats and electric powertrains

or use third-party components, which could make it more difficult for us to operate.

From time to time, we may receive communications

from third parties that allege our products or components thereof are covered by their patents or trademarks or other intellectual property

Companies holding patents or other intellectual property rights may bring suits alleging infringement of such rights or otherwise

assert their rights.

If we are determined to have infringed upon a third party’s intellectual property rights, we may be required

to do one or more of the following:

cease making, using, selling or offering to sell processes, goods or services that incorporate or use the third-party intellectual property;

5 unchanged sentences

In the event of a successful

claim of infringement against us or Forza and our or Forza’s failure or inability to obtain a license to the infringed technology

or other intellectual property right, our business, prospects, operating results and financial condition could be materially adversely

In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion

of resources and management attention.

claim of infringement against us and our failure or inability to obtain a license to the infringed technology or other intellectual property

rights, our business, prospects, operating results and financial condition could be materially adversely affected.

In addition, any litigation

or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.

Risks Related to our Industry

Demand in the powerboat

industry is highly volatile.

Demand in the

powerboat industry is highly volatile.

Volatility of demand in the

3 unchanged sentences

in demand in recent periods.

Demand for recreational powerboat and electric powerboat sales depends to a large extent on general, economic

and social conditions in a given market.

Demand for recreational powerboat and electric powerboat sales depends largely on general, economic and social

conditions in a given market.

Historically, sales of recreational powerboats decrease during economic downturns.

We have fewer

financial resources than more established powerboat manufacturers to withstand adverse changes in the market and disruptions in demand.

General economic conditions,

particularly in the U.S., affect our industry, demand for our products and our business, and results of operations .

We have fewer financial

resources than more established powerboat manufacturers to withstand adverse changes in the market and disruptions in demand.

General economic

conditions, particularly in the U.S., affect our industry, demand for our products and our business, and results of operations.

Demand for premium boat brands

24 unchanged sentences

purchases at acceptable terms and interest rates, it could result in a decrease in the sales of our products.

Global economic conditions

could materially adversely impact demand for our products and services.

Global economic

conditions could materially adversely impact demand for our products and services.

Our operations and performance

depend significantly on economic conditions.

Global financial conditions continue to be subject to volatility arising from international

geopolitical developments and global economic phenomenon, as well as general financial market turbulence, including a significant recent

market reaction to the novel coronavirus (COVID-19), resulting in a significant reduction in many major market indices.

Uncertainty about

global economic conditions could result in material adverse effects on our business, results of operations or financial condition.

to public financing and credit can be negatively affected by the effect of these events on U.S.

depend significantly on economic conditions, including the introduction of new tariffs.

Global financial conditions continue to be subject

to volatility arising from international geopolitical developments and global economic phenomenon, as well as general financial market

turbulence, including a significant market reaction to the novel coronavirus (COVID-19), resulting in a significant reduction in many

major market indices.

Uncertainty about global economic conditions could result in material adverse effects on our business, results of

operations or financial condition.

Access to public financing and credit can be negatively affected by the effect of these events on U.S.

and global credit markets.

of the global financing and credit markets may affect our ability to obtain equity or debt financing in the future and the terms at which

financing, or credit is available to us.

These instances of volatility and market turmoil could adversely affect our operations and the

trading price of our common shares resulting in:

The health of the global financing and credit markets may affect our ability to obtain equity or debt financing

in the future and the terms at which financing, or credit is available to us.

These instances of volatility and market turmoil could adversely

affect our operations and the trading price of our common shares resulting in:

customers postponing purchases of our products and services in response to tighter credit, unemployment, negative financial news and/or declines in income or asset values and other macroeconomic factors, which could have a material negative effect on demand for our products and services;

third-party suppliers being unable to produce parts and components for our products in the same quantity or on the same timeline or being unable to deliver such parts and components as quickly as before or subject to price fluctuations, which could have a material adverse effect on our production or the cost of such production.

Risks Relating to Ownership

of our Common Stock

Risks Related to Ownership of our Common Stock

Our failure to

meet the continued listing requirements of The Nasdaq Capital Market could result in a de-listing of our common stock.

The shares of our common

stock are listed for trading on The Nasdaq Capital Market under the symbol “VEEE.” If we fail to satisfy the continued listing

requirements of The Nasdaq Capital Market, such as the corporate governance requirements, the stockholder’s equity requirement,

or the minimum closing bid price requirement, The Nasdaq Capital Market may take steps to de-list our common stock.

Such a de-listing

or even notification of failure to comply with such requirements would likely have a negative effect on the price of our common stock

and would impair your ability to sell or purchase our common stock when you wish to do so.

In the event of a de-listing, we would take

actions to restore our compliance with The Nasdaq Capital Market’s listing requirements, but we can provide no assurance that any

such action taken by us would allow our common stock to become listed again, stabilize the market price, improve the liquidity of our

common stock, prevent our common stock from dropping below The Nasdaq Capital Market minimum bid price requirement, or prevent future

non-compliance with The Nasdaq Capital Market’s listing requirements.

On May 10, 2024, we received

written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that for

the preceding 30 consecutive business days (March 28, 2024 through May 9, 2024), our common stock did not maintain a minimum closing bid

price of $1.00 (“Minimum Bid Price Requirement”) per share as required by Nasdaq Listing Rule 5550(a)(2).

In accordance with

Nasdaq Listing Rule 5810(c)(3)(A), we had a compliance period of 180 calendar days, or until November 6, 2024, to regain compliance with

Nasdaq Listing Rule 5550(a)(2).

Since we did not achieve compliance with the Minimum Bid Price Requirement by November 6, 2024, we were

eligible for additional time to comply.

Nasdaq granted us until May 6, 2025 in order to cure the deficiency.

We intend to actively monitor

the bid price of our common stock and will consider available options to regain compliance with the Nasdaq listing requirements, including

such actions as effecting a reverse stock split to maintain our Nasdaq listing.

The National Securities Markets

Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which

are referred to as “covered securities.” Because our common stock is listed on The Nasdaq Capital Market, it is a covered

Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states

to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate

or bar the sale of covered securities in a particular case.

Further, if we were to be delisted from The Nasdaq Capital Market, our common

stock would cease to be recognized as a covered security and we would be subject to regulation in each state in which we offer our securities.

Even if we effect

a reverse stock split, there can be no assurance that our increased stock price will remain at a price that will be sufficient in order

to meet any continued requirements and policies of Nasdaq or that our common stock will remain listed on Nasdaq.

At our 2024 Annual Meeting

of Stockholders (the “2024 Annual Meeting”), our stockholders approved an amendment to our Certificate of Incorporation to

effect, at the discretion of the Twin Vee Board of Directors, a reverse stock split at a ratio within a range of 1-for-2 to 1-for-20,

with the ratio within such range to be determined at the discretion of our Board of Directors and included in a public announcement.

we seek to implement a reverse stock split in order to remain listed on Nasdaq, the announcement or implementation of such a reverse stock

split could negatively affect the price of our common stock.

Further, there can be no assurance that the increase, if any, in the price

of our common stock will be sufficiently large and sustained for a sufficient amount of time in order to meet any continued requirements

and policies of Nasdaq, or that our common stock will remain listed on Nasdaq.

Further, while Nasdaq rules

do not impose a specific limit on the number of times a listed company may effect a reverse stock split to maintain or regain compliance

with the Minimum Bid Price Requirement, Nasdaq has stated that a series of reverse stock splits may undermine investor confidence in securities

listed on Nasdaq.

Accordingly, Nasdaq may determine that it is not in the public interest to maintain the Company’s listing, even

if we regain compliance with the Minimum Bid Price Requirement.

In addition, Nasdaq Listing

Rule 5810(c)(3)(A)(iv) states that if a listed company that fails to meet the Minimum Bid Price Requirement after effecting one or more

reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the company is not eligible

for a Compliance Period.

Accordingly, we may fail

to regain compliance with the Minimum Bid Price requirement during the Compliance Period or maintain compliance with the other Nasdaq

listing requirements.

Any non-compliance may be costly, divert our management’s time and attention, and could have a material adverse

effect on our business, reputation, financing, and results of operation A delisting could substantially decrease trading in our common

stock, adversely affect the market liquidity of the common stock as a result of the loss of market efficiencies associated with Nasdaq

and the loss of federal preemption of state securities laws, materially adversely affect our ability to obtain financing on acceptable

terms, if at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business

development opportunities.

Additionally, the market price of our common stock may decline further, and stockholders may lose some or all

of their investment.

Terms of subsequent

13 unchanged sentences

the market price.

If securities analysts

do not publish research or reports about our company, or if they issue unfavorable commentary about us or our industry or downgrade our

common stock, the price of our common stock could decline.

If securities

analysts do not publish research or reports about our company, or if they issue unfavorable commentary about us or our industry or downgrade

our common stock, the price of our common stock could decline.

The trading market for our

5 unchanged sentences

As a result of one or more of these factors, the trading price of our common stock could decline.

The obligations associated with being a

public company will require significant resources and management attention, which may divert from our business operations.

The obligations

associated with being a public company will require significant resources and management attention, which may divert from our business

As a result of our initial public offering, we

62 unchanged sentences

and adverse effect on our business and operating results and cause a decline in the market price of our common stock.

Our failure to achieve

and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act as a public

company could have a material adverse effect on our business and share price .

Our failure to

achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act as a

public company could have a material adverse effect on our business and share price.

Section 404(a) of the Sarbanes-Oxley

21 unchanged sentences

Additionally, the existence

of the material weakness has required management to devote significant time and incur significant expense to remediate any such material

of material weaknesses has required management to devote significant time and incur significant expense to remediate any such material

weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies

4 unchanged sentences

business and share price.

For as long as we are

an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting

standards and disclosure about our executive compensation, that apply to other public companies.

For as long as

we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to

accounting standards and disclosure about our executive compensation, that apply to other public companies.

We are an “emerging

27 unchanged sentences

million, annual revenues of $100 million or more during the most recently completed fiscal year.

Our failure to meet

the continued listing requirements of The Nasdaq Capital Market could result in a de-listing of our common stock.

The shares of our Common

Stock are listed for trading on The Nasdaq Capital Market under the symbol “VEE.” If we fail to satisfy the continued listing

requirements of The Nasdaq Capital Market, such as the corporate governance requirements, the stockholder’s equity requirement,

or the minimum closing bid price requirement, The Nasdaq Capital Market may take steps to de-list our Common Stock.

Such a de-listing

or even notification of failure to comply with such requirements would likely have a negative effect on the price of our Common Stock

and would impair your ability to sell or purchase our Common Stock when you wish to do so.

In the event of a de-listing, we would take

actions to restore our compliance with The Nasdaq Capital Market’s listing requirements, but we can provide no assurance that any

such action taken by us would allow our Common Stock to become listed again, stabilize the market price, improve the liquidity of our

Common Stock, prevent our Common Stock from dropping below The Nasdaq Capital Market minimum bid price requirement, or prevent future

non-compliance with The Nasdaq Capital Market’s listing requirements.

The National Securities Markets

Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which

are referred to as “covered securities.” Because our Common Stock is listed on The Nasdaq Capital Market, it is a covered

Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states

to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate

or bar the sale of covered securities in a particular case.

Further, if we were to be delisted from The Nasdaq Capital Market, our Common

Stock would cease to be recognized as a covered security and we would be subject to regulation in each state in which we offer our securities.

Our stock price has

fluctuated in the past, has recently been volatile, and may be volatile in the future, and as a result, investors in our Common Stock

Our stock price

has fluctuated in the past, has recently been volatile, and may be volatile in the future, and as a result, investors in our common stock

could incur substantial losses.

5 unchanged sentences

The price of our common stock has experienced volatility.

20, 2023, the closing price of our common stock on the Nasdaq was $1.33 per share, on March 14, 2024, the closing price of our common

stock on the Nasdaq was $1.12 per share It is possible that an active trading market will not continue or be sustained, which could make

it difficult for investors to sell their shares of our common stock at an attractive price or at all.

The stock market in general has

been, and the market price of our Common Stock in particular, will likely be subject to fluctuation, whether due to, or irrespective of,

our operating results and financial condition.

The market price of our Common Stock may fluctuate as a result of a number of factors,

some of which are beyond our control, including, but not limited to:

2024, the closing price of our common stock on the Nasdaq was $1.12 per share, on December 31, 2024, the closing price of our common stock

on the Nasdaq was $0.55 per share It is possible that an active trading market will not continue or be sustained, which could make it

difficult for investors to sell their shares of our common stock at an attractive price or at all.

The stock market in general has been,

and the market price of our common stock in particular, will likely be subject to fluctuation, whether due to, or irrespective of, our

operating results and financial condition.

The market price of our common stock may fluctuate as a result of a number of factors, some

of which are beyond our control, including, but not limited to:

actual or anticipated variations in our and our competitors’ results of operations and financial condition;

19 unchanged sentences

attention of our management from our business.

Our Common Stock has

often been thinly traded, so investors may be unable to sell at or near ask prices or at all if investors need to sell shares to raise

Our common stock

has often been thinly traded, so investors may be unable to sell at or near ask prices or at all if investors need to sell shares to raise

money or otherwise desire to liquidate their shares.

13 unchanged sentences

news reports relating to trends in our markets or general economic conditions.

We do not intend to

pay dividends on our common stock for the foreseeable future.

We do not intend

to pay dividends on our common stock for the foreseeable future.

We presently have no intention

2 unchanged sentences

be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition,

cash requirements, contractual restrictions, and other factors that our board of directors may deem relevant.

Furthermore, our ability

to declare and pay dividends may be limited by instruments governing future outstanding indebtedness we may incur.

FINRA sales practice requirements may limit

your ability to buy and sell our common shares, which could depress the price of our shares.

cash requirements, contractual

restrictions, and other factors that our board of directors may deem relevant.

Furthermore, our ability to declare and pay dividends may

be limited by instruments governing future outstanding indebtedness we may incur.

FINRA sales practice

requirements may limit your ability to buy and sell our common shares, which could depress the price of our shares.

FINRA rules require broker-dealers

8 unchanged sentences

thereby, depress their market prices.

Provisions in our corporate

charter documents and under Delaware law could make an acquisition of our company, which may be beneficial to our stockholders, more difficult

and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in

our corporate charter documents and under Delaware law could make an acquisition of our company, which may be beneficial to our stockholders,

more difficult and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our corporate

21 unchanged sentences

is approved in a prescribed manner.

Our Certificate of

Incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for certain types of state actions

Our Certificate

of Incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for certain types of state actions

that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for

22 unchanged sentences

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 1A. Risk Factors