Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. )*
Twin Vee PowerCats Co.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
90177C101
(CUSIP Number)
Joshua S. Horowitz
Palm Management (US) LLC
19 West Elm Street
Greenwich, CT 06830
(203) 302-7000
With a copy to:
Jurgita Ashley
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-5500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 24, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 90177C101 | 13D | Page 2 of 10 Pages |
| 1 |
NAME OF REPORTING PERSON Palm Management (US) LLC |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS AF |
|
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 510,000 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 510,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 510,000 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% |
|
| 14 |
TYPE OF REPORTING PERSON OO |
|
| CUSIP No. 90177C101 | 13D | Page 3 of 10 Pages |
| 1 |
NAME OF REPORTING PERSON Palm Global Small Cap Master Fund LP |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS WC |
|
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 510,000 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 510,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 510,000 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% |
|
| 14 |
TYPE OF REPORTING PERSON PN |
|
| CUSIP No. 90177C101 | 13D | Page 4 of 10 Pages |
| 1 |
NAME OF REPORTING PERSON Bradley C. Palmer |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS AF |
|
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 510,000 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 510,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 510,000 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% |
|
| 14 |
TYPE OF REPORTING PERSON IN |
|
| CUSIP No. 90177C101 | 13D | Page 5 of 10 Pages |
| 1 |
NAME OF REPORTING PERSON Joshua S. Horowitz |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS PF; AF |
|
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 50,000 |
| 8 |
SHARED VOTING POWER 510,000 | |
| 9 |
SOLE DISPOSITIVE POWER 50,000 | |
| 10 |
SHARED DISPOSITIVE POWER 510,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 560,000 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% |
|
| 14 |
TYPE OF REPORTING PERSON IN |
|
| CUSIP No. 90177C101 | 13D | Page 6 of 10 Pages |
| Item 1. | Security and Issuer. |
This Statement of Beneficial Ownership on Schedule 13D (this “Statement”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of Twin Vee PowerCats Co., a Delaware corporation (the “Company”). The Company reports that its principal executive offices are located at 3101 S. US-1, Fort Pierce, Florida 34982.
| Item 2. | Identity and Background. |
This Statement is filed by (i) Palm Global Small Cap Master Fund LP, a Cayman Islands exempted limited partnership (“Palm Global”), (ii) Palm Management (US) LLC, a Delaware limited liability company, (iii) Mr. Bradley C. Palmer, and (iv) Mr. Joshua S. Horowitz. The foregoing entities and persons are sometimes referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are filing this Statement jointly. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a “group.”
The principal business of Palm Global is serving as a private investment fund. The general partner of Palm Global is Palm Global Small Cap Fund GP Ltd. The principal business of Palm Management (US) LLC is to provide investment management services, including to Palm Global. The principal occupation of Mr. Palmer is serving as a portfolio manager and special limited partner of Palm Global and as an employee of Palm Management (US) LLC. The principal occupation of Mr. Horowitz is serving as a portfolio manager at Palm Management (US) LLC. Each of Messrs. Palmer and Horowitz is a U.S. citizen. The business address of each of the Reporting Persons is c/o Palm Management (US) LLC, 19 West Elm Street, Greenwich, Connecticut 06830.
None of the Reporting Persons or any of their partners, managers, officers or other controlling persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons or any of their partners, managers, officers or other controlling persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The total cost for purchasing the Common Stock reported as directly held by Palm Global, including brokerage commissions, was approximately $1,488,588. The source of these funds was working capital.
The total cost for purchasing the Common Stock reported as directly held by Mr. Horowitz, including brokerage commissions, was approximately $131,000. The source of these funds was personal funds.
| Item 4. | Purpose of Transaction. |
The Company has entered into an Agreement and Plan of Merger, dated August 12, 2024, with its partially owned subsidiary, Forza X1, Inc., which is subject to, among other things, approval by the stockholders of Forza X1, Inc. The Reporting Persons are also stockholders of Forza X1, Inc.
The Reporting Persons purchased the Common Stock based on the Reporting Persons’ belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Company at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor to increase or decrease their position in the Company through, among other things, the purchase or sale of securities of the Company on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
| CUSIP No. 90177C101 | 13D | Page 7 of 10 Pages |
The Reporting Persons do not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Company on a continuing basis. Depending on various factors including, without limitation, the Company’s financial position, the price levels of the securities of the Company, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Company as they deem appropriate, including, without limitation, engaging in communications with management and/or the board of directors of the Company and their advisors, engaging in discussions with stockholders of the Company and others about the Company and the Reporting Persons’ investment, making proposals to the Company concerning changes to the capitalization, the ownership structure, the structure, composition and skill sets of the board of directors and senior management or the operations of the Company, purchasing additional securities of the Company, selling some or all of such securities, entering into financial instruments or other agreements that increase or decrease the Reporting Persons’ economic or beneficial exposure with respect to their investment in the Company, engaging in short selling of or any hedging or similar transaction with respect to the securities of the Company, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer. |
(a) The Reporting Persons beneficially own in the aggregate 560,000 shares of Common Stock, which represents approximately 5.9% of the Company’s outstanding shares of Common Stock.
Palm Global directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Mr. Horowitz directly holds the number and percentage of shares of Common Stock disclosed as solely beneficially owned by him in the applicable table set forth on the cover page to this Statement. None of the other Reporting Persons directly holds any of the shares of Common Stock disclosed in this Statement.
Palm Management (US) LLC, as the investment manager of Palm Global, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by Palm Global. Due to his position with Palm Management (US) LLC, Mr. Palmer may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by Palm Global. Due to his positions with Palm Global and Palm Management (US) LLC, Mr. Horowitz may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by Palm Global. Palm Management (US) LLC, Mr. Palmer and Mr. Horowitz expressly disclaim such beneficial ownership except to the extent of their pecuniary interest therein.
Each percentage ownership of Common Stock set forth in this Statement is based on 9,519,481 shares of Common Stock reported by the Company as outstanding as of October 4, 2024 in its Prospectus Supplement filed pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission on October 11, 2024.
(b) Palm Global beneficially owns, and has the shared voting and power to direct the voting and disposition of, the shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Palm Management (US) LLC, as the investment manager of Palm Global, has the shared power to direct the voting and disposition of the shares of Common Stock held by Palm Global. Mr. Palmer, as the sole member of Palm Management (US) LLC, and Mr. Horowitz, due to his position with Palm Management (US) LLC and as the director of the general partner of Palm Global, may be deemed to have the shared power to direct the voting and disposition of the shares of Common Stock held by Palm Global.
Mr. Horowitz has the sole power to direct the voting and disposition of the shares of Common Stock disclosed as solely beneficially owned by him in the applicable table set forth on the cover page to this Statement.
(c) Transactions effected by each of the Reporting Persons in the Common Stock in the last 60 days are set forth on Schedule A to this Statement. Each of these transactions was effected through the open market.
| CUSIP No. 90177C101 | 13D | Page 8 of 10 Pages |
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which agreement is set forth on the signature page to this Statement.
| Item 7. | Material to be Filed as Exhibits. |
None.
| CUSIP No. 90177C101 | 13D | Page 9 of 10 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.
Dated: October 25, 2024
| PALM MANAGEMENT (US) LLC | |
| /s/ Joshua S. Horowitz | |
|
Joshua S. Horowitz Portfolio Manager |
|
| PALM GLOBAL SMALL CAP MASTER FUND LP | |
|
By Palm Global Small Cap Fund GP Ltd., its general partner |
|
| /s/ Joshua S. Horowitz | |
|
Joshua S. Horowitz Director |
|
| /s/ Bradley C. Palmer | |
| BRADLEY C. PALMER | |
| /s/ Joshua S. Horowitz | |
| JOSHUA S. HOROWITZ |
| CUSIP No. 90177C101 | 13D | Page 10 of 10 Pages |
Schedule A
Transactions in the Common Stock in the Past 60 Days:
Palm Global Small Cap Master Fund LP
| Transaction Date | Number of Shares Bought (Sold) | Price per Share ($) | ||||
| 10/24/2024 | 112,000 | $ | 0.50 | |||
Joshua S. Horowitz
| Transaction Date | Number of Shares Bought (Sold) | Price per Share ($) | ||||
| 10/24/2024 | 15,000 | $ | 0.53 | |||