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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File No. 001-39730
VISION MARINE TECHNOLOGIES INC.
(Translation of registrant’s name into English)
730 Boulevard du Curé-Boivin
Boisbriand, Québec, J7G 2A7, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ☐
We include as exhibits hereto our audited consolidated financial statements for the fiscal year ended August 31, 2025 as well as management’s discussion and analysis of financial condition and results of operations for the fiscal year ended August 31, 2025.
The information contained in this Report on Form 6-K is hereby incorporated by reference into our Registration Statement on Form F-3 (File No. 333-267893), Registration Statement on Form F-3 (File No. 333-274882), Registration Statement on Form F-3 (File No. 333-284423) and Registration Statement on Form S-8 (File No. 333-264089).
Exhibit No. |
|
Exhibit |
99.1 |
|
Audited consolidated financial statements for the years ended August 31, 2025, 2024, 2023 |
99.2 |
|
Management’s Discussion and Analysis for the year ended August 31, 2025 |
99.3 |
|
|
99.4 |
|
|
99.5 |
|
|
99.6 |
|
|
101.INS |
|
XBRL Instance |
101.SCH |
|
XBRL Taxonomy Extension Schema |
101.CAL |
|
XBRL Taxonomy Extension Calculation |
101.DEF |
|
XBRL Taxonomy Extension Definition |
101.LAB |
|
XBRL Taxonomy Extension Labels |
101.PRE |
|
XBRL Taxonomy Extension Presentation |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
VISION MARINE TECHNOLOGIES INC. |
|
|
|
|
Date: November 28, 2025 |
By: |
/s/ Raffi Sossoyan |
|
Name: |
Raffi Sossoyan |
|
Title: |
Chief Financial Officer |
Exhibit 99.1
Vision Marine Technologies Inc.
Consolidated financial statements
August 31, 2025 and 2024
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Vision Marine Technologies Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Vision Marine Technologies Inc. (the Company) as of August 31, 2025 and 2024, and the related consolidated statements of comprehensive loss, changes in equity, and cash flows for the years ended August 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended August 31, 2025 and 2024, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. The consolidated financial statements of Vision Marine Technologies Inc. as of August 31, 2023 were audited by other auditors whose report dated November 27, 2023 expressed an unqualified opinion on those statements.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has limited cash and working capital available, has suffered recurring losses, has not achieved profitable operations and has an accumulated deficit, and has stated that a substantial doubt exists about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated, or required to be communicated, to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.
Intangible Assets Impairment Consideration
As discussed in Note 3, Note 5, Note 6, Note 7 and Note 13 to the consolidated financial statements, the Company evaluates intangible assets for impairment annually in accordance with IAS 36 and recognizes an impairment loss when the carrying amount of an asset exceeds its recoverable amount. The Company evaluates the impairment on a cash-generating unit basis. The recoverable amount of the cash-generating unit has been determined by a forecast model that estimates the future cash flows based on budgets and forecasts discounted for current market assessments of the time value of money and the risks specific to the cash-generating unit.
Auditing management’s evaluation of projected future cash flows involves significant judgement, given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.
To evaluate the appropriateness and accuracy of the assessment by management, we evaluated management’s assessment in relationship to the relevant market assessments of the time value of money and risks specific to the Company and management’s disclosure in the consolidated financial statements.
/s/M&K CPAS, PLLC
We have served as the Company’s auditor since 2024
The Woodlands, TX
November 28, 2025
PCAOB ID #2738
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Vision Marine Technologies Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Vision Marine Technologies Inc. [the “Company”] as of August 31, 2023, the related consolidated statements of changes in shareholders’ equity (deficit), comprehensive loss and cash flows for the year then ended, and the related notes [collectively referred to as the “consolidated financial statements”]. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at August 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with International Financial Reporting Standards [“IFRS”] as issued by the International Accounting Standards Board.
The Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) [“PCAOB”] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company’s auditor from 2021 to 2023.
Montréal, Canada
November 27, 2023, except for the effects of the reverse stock splits and the change in presentation currency described in Note 2, the reclassification of derivative liabilities as described in Note 4 and the restated segment information as described in Note 29, as to which the date is November 28, 2025.
Vision Marine Technologies Inc.
Consolidated statements of financial position
[Going concern uncertainty – see note 2]
As at August 31,
|
|
2025 |
|
2024 |
|
2023 |
|
|
|
|
Restated |
|
Restated |
|
|
|
|
(notes 2 and 4) |
|
(notes 2 and 4) |
|
|
$ |
|
$ |
|
$ |
Assets |
|
|
|
|
|
|
Current |
|
|
|
|
|
|
Cash |
|
7,418,779 |
|
46,791 |
|
2,481,904 |
Trade and other receivables (note 8) |
|
483,184 |
|
102,776 |
|
406,971 |
Income tax receivable |
|
9,058 |
|
4,784 |
|
72,804 |
Inventories (note 9) |
|
36,871,647 |
|
4,602,540 |
|
1,806,837 |
Prepaid expenses and deposits to suppliers (note 9) |
|
3,771,918 |
|
1,598,728 |
|
1,458,139 |
Share subscription receivable (note 21) |
|
28,526 |
|
29,056 |
|
28,962 |
Advances to related parties (note 21) |
|
— |
|
— |
|
14,876 |
Proceeds receivable from related parties (note 6 and 21) |
|
10,389,917 |
|
— |
|
— |
Total current assets |
|
58,973,029 |
|
6,384,675 |
|
6,270,493 |
Right-of-use assets (note 11) |
|
7,070,321 |
|
193,319 |
|
1,783,963 |
Property and equipment (note 12) |
|
3,307,055 |
|
1,169,982 |
|
1,772,371 |
Intangibles (note 13) |
|
481,197 |
|
643,773 |
|
713,061 |
Deferred income taxes (note 26) |
|
— |
|
59,957 |
|
66,253 |
Goodwill (notes 6 and 7) |
|
— |
|
— |
|
7,152,524 |
Other financial assets |
|
81,655 |
|
4,395 |
|
84,785 |
Total assets |
|
69,913,257 |
|
8,456,101 |
|
17,843,450 |
|
|
|
|
|
|
|
Liabilities and shareholders’ equity |
|
|
|
|
|
|
Current |
|
|
|
|
|
|
Credit facility (note 14) |
|
— |
|
— |
|
114,518 |
Trade and other payables (notes 15 and 21) |
|
8,607,790 |
|
3,333,858 |
|
1,296,566 |
Provision on onerous contracts |
|
66,706 |
|
67,947 |
|
67,726 |
Contract liabilities (note 16) |
|
5,674,870 |
|
613,477 |
|
1,341,508 |
Advances from related parties (note 21) |
|
— |
|
62,721 |
|
— |
Floor plan financing (note 18) |
|
32,511,664 |
|
— |
|
— |
Current portion of lease liabilities (note 17) |
|
1,666,853 |
|
90,488 |
|
478,491 |
Current portion of long-term debt (note 19) |
|
657,110 |
|
75,159 |
|
200,625 |
Current portion of derivative liabilities (notes 4, 6 and 20) |
|
510,238 |
|
1,616,180 |
|
4,106,998 |
Other financial liabilities |
|
— |
|
— |
|
84,000 |
Total current liabilities |
|
49,695,231 |
|
5,859,830 |
|
7,690,432 |
Lease liabilities (note 17) |
|
5,338,738 |
|
102,078 |
|
1,473,333 |
Long-term debt (note 19) |
|
1,373,885 |
|
264,801 |
|
24,960 |
Purchase consideration payable to related party (notes 6, 20 and 21) |
|
5,048,506 |
|
— |
|
— |
Deferred income taxes (note 26) |
|
5,895 |
|
— |
|
48,584 |
Total liabilities |
|
61,462,255 |
|
6,226,709 |
|
9,237,309 |
|
|
|
|
|
|
|
Shareholders’ equity |
|
|
|
|
|
|
Capital stock (note 22) |
|
67,144,672 |
|
42,029,957 |
|
38,339,064 |
Contributed surplus (note 6 and 23) |
|
11,785,399 |
|
9,411,247 |
|
9,120,100 |
Accumulated other comprehensive income |
|
1,102,489 |
|
717,753 |
|
693,371 |
Deficit |
|
(71,581,558) |
|
(49,929,565) |
|
(39,546,394) |
Total shareholders’ equity |
|
8,451,002 |
|
2,229,392 |
|
8,606,141 |
|
|
69,913,257 |
|
8,456,101 |
|
17,843,450 |
See accompanying notes
Vision Marine Technologies Inc.
Consolidated statements of changes in equity (deficit)
[Going concern uncertainty – see note 2]
Year ended August 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
|
|
|
|
|
|
|
|
|
|
Contributed |
|
|
|
comprehensive |
|
|
|
|
Common shares |
|
Pre-funded warrants |
|
surplus |
|
Deficit |
|
income |
|
Total |
||||
|
|
Units |
|
$ |
|
Units |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
Shareholders’ equity as at August 31, 2022 - Restated (note 2) |
|
6,237 |
|
33,137,900 |
|
— |
|
— |
|
8,285,386 |
|
(24,041,614) |
|
994,435 |
|
18,376,107 |
Total comprehensive loss |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(15,504,780) |
|
(301,064) |
|
(15,805,844) |
Securities issuance – options exercised |
|
45 |
|
132,262 |
|
— |
|
— |
|
(9,070) |
|
— |
|
— |
|
123,192 |
Securities issuance, net of transaction costs of $599,181 |
|
2,000 |
|
5,068,902 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
5,068,902 |
Share-based compensation (note 23) |
|
— |
|
— |
|
— |
|
— |
|
843,784 |
|
— |
|
— |
|
843,784 |
Shareholders’ equity as at August 31, 2023 - Restated (note 2) |
|
8,282 |
|
38,339,064 |
|
— |
|
— |
|
9,120,100 |
|
(39,546,394) |
|
693,371 |
|
8,606,141 |
Total comprehensive loss |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(10,383,171) |
|
24,382 |
|
(10,358,789) |
Securities issuance – preferred shares converted (note 20) |
|
1,165 |
|
199,069 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
199,069 |
Securities issuance – warrants exchanged (note 20) |
|
4,186 |
|
1,779,217 |
|
48 |
|
28,252 |
|
— |
|
— |
|
— |
|
1,807,469 |
Securities issuance, net of transaction costs of $183,449 (note 22) |
|
2,717 |
|
1,684,355 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,684,355 |
Share-based compensation – warrants (note 23) |
|
— |
|
— |
|
— |
|
— |
|
128,841 |
|
— |
|
— |
|
128,841 |
Share-based compensation – stock options (note 23) |
|
— |
|
— |
|
— |
|
— |
|
162,306 |
|
— |
|
— |
|
162,306 |
Shareholders’ equity as at August 31, 2024 - Restated (note 2) |
|
16,350 |
|
42,001,705 |
|
48 |
|
28,252 |
|
9,411,247 |
|
(49,929,565) |
|
717,753 |
|
2,229,392 |
Total comprehensive loss |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(21,651,993) |
|
384,736 |
|
(21,267,257) |
Securities issuance – preferred shares converted (note 20) |
|
13,217 |
|
308,692 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
308,692 |
Securities issuance – litigation settlement (note 22) |
|
250,000 |
|
832,500 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
832,500 |
Securities issuance – pre-funded warrants converted |
|
1,470,000 |
|
3,412,500 |
|
(1,470,000) |
|
(3,412,500) |
|
— |
|
— |
|
— |
|
— |
Securities issuance, net of transaction costs of $2,928,799 (note 22) |
|
3,072,394 |
|
20,561,023 |
|
1,470,000 |
|
3,412,500 |
|
— |
|
— |
|
— |
|
23,973,523 |
Fractional securities issued due to reverse stock split (note 22) |
|
85,176 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Contingent consideration issuable in common shares (note 6) |
|
— |
|
— |
|
— |
|
— |
|
1,498,086 |
|
— |
|
— |
|
1,498,086 |
Management fees charged to Marine Ventures LLC (note 21) |
|
— |
|
— |
|
— |
|
— |
|
254,084 |
|
— |
|
— |
|
254,084 |
Share-based compensation – warrants (note 23) |
|
— |
|
— |
|
— |
|
— |
|
582,192 |
|
— |
|
— |
|
582,192 |
Share-based compensation – stock options (note 23) |
|
— |
|
— |
|
— |
|
— |
|
39,790 |
|
— |
|
— |
|
39,790 |
Shareholders’ equity as at August 31, 2025 |
|
4,907,137 |
|
67,116,420 |
|
48 |
|
28,252 |
|
11,785,399 |
|
(71,581,558) |
|
1,102,489 |
|
8,451,002 |
See accompanying notes
Vision Marine Technologies Inc.
Consolidated statements of comprehensive loss
[Going concern uncertainty – see note 2]
Year ended August 31,
|
|
2025 |
|
2024 |
|
2023 |
|
|
|
|
Restated |
|
Restated |
|
|
|
|
(note 2) |
|
(note 2) |
|
|
$ |
|
$ |
|
$ |
Revenues (note 24) |
|
13,832,556 |
|
2,789,650 |
|
4,201,685 |
Cost of sales (note 9) |
|
9,008,776 |
|
1,688,107 |
|
2,995,504 |
Cost of sales – E-Motion |
|
57,286 |
|
— |
|
68,076 |
Gross profit |
|
4,766,494 |
|
1,101,543 |
|
1,138,105 |
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
Research and development (note 21) |
|
1,183,963 |
|
2,013,775 |
|
4,237,638 |
Office salaries and benefits (note 21) |
|
3,704,164 |
|
2,431,670 |
|
2,981,097 |
Selling and marketing expenses |
|
3,813,855 |
|
1,486,975 |
|
2,577,740 |
Professional fees |
|
3,336,347 |
|
2,390,369 |
|
2,795,676 |
Office and general |
|
2,288,188 |
|
1,736,686 |
|
2,302,420 |
Share-based compensation (note 23) |
|
39,790 |
|
162,301 |
|
843,784 |
Impairment loss on debentures (note 10) |
|
— |
|
— |
|
1,892,518 |
Depreciation and amortization |
|
713,534 |
|
610,938 |
|
437,388 |
Goodwill impairment loss (note 7) |
|
15,082,026 |
|
6,372,394 |
|
— |
Intangible asset impairment loss (note 13) |
|
380,457 |
|
— |
|
— |
Gain on deconsolidation of subsidiary (note 32) |
|
— |
|
(67,379) |
|
— |
Net finance income (note 25) |
|
(4,130,500) |
|
(5,498,656) |
|
(1,126,041) |
Other expense (income) |
|
(1,219) |
|
24,676 |
|
(91,755) |
|
|
26,410,605 |
|
11,663,749 |
|
16,850,465 |
|
|
|
|
|
|
|
Loss before tax |
|
(21,644,111) |
|
(10,562,206) |
|
(15,712,360) |
Income taxes (note 26) |
|
|
|
|
|
|
Current tax expense (recovery) |
|
13,858 |
|
7,288 |
|
(52,436) |
Deferred tax recovery |
|
(5,976) |
|
(186,323) |
|
(155,144) |
|
|
7,882 |
|
(179,035) |
|
(207,580) |
Net loss for the period |
|
(21,651,993) |
|
(10,383,171) |
|
(15,504,780) |
|
|
|
|
|
|
|
Items of comprehensive income that will be subsequently reclassified to earnings: |
|
|
|
|
|
|
Foreign currency translation differences for foreign operations, net of tax |
|
384,736 |
|
24,382 |
|
(301,064) |
Other comprehensive income, net of tax |
|
384,736 |
|
24,382 |
|
(301,064) |
Total comprehensive loss for the year, net of tax |
|
(21,267,257) |
|
(10,358,789) |
|
(15,805,844) |
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
882,565 |
|
9,143 |
|
6,958 |
Basic and diluted loss per share |
|
(24.53) |
|
(1,135.64) |
|
(2,228.34) |
See accompanying notes
Vision Marine Technologies Inc.
Consolidated statements of cash flows
[Going concern uncertainty – see note 2]
Year ended August 31,
|
|
2025 |
|
2024 |
|
2023 |
|
|
|
|
Restated |
|
Restated |
|
|
|
|
(note 2) |
|
(note 2) |
|
|
$ |
|
$ |
|
$ |
Operating activities |
|
|
|
|
|
|
Net loss |
|
(21,651,993) |
|
(10,383,171) |
|
(15,504,780) |
Depreciation |
|
763,965 |
|
756,060 |
|
781,677 |
Accretion on long-term debt and lease liability |
|
75,512 |
|
119,320 |
|
123,282 |
Share-based compensation – options and warrants |
|
621,982 |
|
291,147 |
|
843,784 |
Shares issued for services |
|
1,085,270 |
|
928,016 |
|
1,250,072 |
Net loss on debentures (note 10) |
|
— |
|
— |
|
1,892,518 |
Goodwill impairment loss (note 7) |
|
15,082,026 |
|
6,372,394 |
|
— |
Intangible asset impairment loss (note 13) |
|
380,457 |
|
— |
|
— |
Gain on revaluation of contingent consideration (note 20) |
|
(52,305) |
|
— |
|
— |
Loss on disposal of property and equipment |
|
— |
|
146,473 |
|
128,757 |
Gain on lease termination |
|
— |
|
(127,611) |
|
— |
Income tax expense |
|
7,882 |
|
(179,035) |
|
(207,580) |
Income tax paid |
|
(18,132) |
|
(6,778) |
|
(10,427) |
Income tax recovered |
|
— |
|
6,471 |
|
— |
Gain on derivative liabilities (note 25) |
|
(7,051,826) |
|
(8,882,221) |
|
(1,526,655) |
Loss on securities exchange (note 22) |
|
— |
|
1,261,296 |
|
— |
Loss on warrant re-pricing (note 20) |
|
— |
|
652,745 |
|
— |
Gain on deconsolidation of subsidiary (note 32) |
|
— |
|
(67,379) |
|
— |
Transaction costs – Preferred Shares (note 20) |
|
— |
|
1,367,749 |
|
— |
Litigation settlement costs (note 22) |
|
832,500 |
|
— |
|
— |
Effect of exchange rate fluctuation |
|
369,632 |
|
(9,999) |
|
(127,754) |
|
|
(9,555,030) |
|
(7,754,523) |
|
(12,357,106) |
Net change in non-cash working capital items |
|
|
|
|
|
|
Trade and other receivables |
|
107,541 |
|
188,251 |
|
(45,585) |
Provision for onerous contracts |
|
— |
|
— |
|
67,726 |
Inventories |
|
2,949,752 |
|
(2,763,773) |
|
(205,601) |
Grants and investment tax credits receivable |
|
— |
|
— |
|
521,309 |
Other financial assets |
|
7,664 |
|
19,316 |
|
6,127 |
Prepaid expenses and deposits to suppliers |
|
(1,516,194) |
|
(163,978) |
|
432,578 |
Trade and other payables |
|
(1,310,206) |
|
2,279,757 |
|
508,610 |
Contract liabilities |
|
386,052 |
|
(50,496) |
|
554,327 |
Other financial liabilities |
|
— |
|
(34,000) |
|
(52,000) |
Cash used in operating activities |
|
(8,930,421) |
|
(8,279,446) |
|
(10,569,615) |
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
Business acquisition – net of cash acquired (note 6) |
|
1,869,559 |
|
— |
|
— |
Proceeds from sale of subsidiary (note 32) |
|
— |
|
724,448 |
|
— |
Additions to property and equipment |
|
(227,347) |
|
(444,427) |
|
(726,714) |
Proceeds from the disposal of property and equipment |
|
— |
|
93,055 |
|
298,383 |
Additions to intangible assets |
|
(99,407) |
|
(46,932) |
|
— |
Cash provided by (used in) investing activities |
|
1,542,805 |
|
326,144 |
|
(428,331) |
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
Increase (Decrease) in credit facility (note 14) |
|
— |
|
(114,518) |
|
114,518 |
Addition in long-term debt |
|
207,161 |
|
387,460 |
|
191,603 |
Repayment of long-term debt |
|
(581,733) |
|
(308,386) |
|
(154,179) |
Increase in floor plan financing |
|
1,069,341 |
|
— |
|
— |
Repayment of floor plan financing |
|
(10,531,983) |
|
— |
|
— |
Repayment of advances from related parties |
|
(12,799) |
|
74,906 |
|
— |
Issuance of Convertible Preferred Shares and Warrants (note 20) |
|
— |
|
4,632,251 |
|
— |
Issuance of Voting Common Shares and Warrants (note 22) |
|
25,103,817 |
|
1,326,675 |
|
9,287,254 |
Shares issued upon options conversion |
|
— |
|
— |
|
123,192 |
Repayment of lease liabilities |
|
(494,200) |
|
(480,199) |
|
(537,047) |
Cash provided by financing activities |
|
14,759,604 |
|
5,518,189 |
|
9,025,341 |
Net increase (decrease) in cash during the year |
|
7,371,988 |
|
(2,435,113) |
|
(1,972,605) |
Cash, beginning of year |
|
46,791 |
|
2,481,904 |
|
4,454,509 |
Cash, end of year |
|
7,418,779 |
|
46,791 |
|
2,481,904 |
See accompanying notes
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
1. Incorporation and nature of business
Vision Marine Technologies Inc. (the “Company”) was incorporated on August 29, 2012 and its principal business is the manufacture, sale, and rental of electric boats, as well as the design and commercialization of electric propulsion systems. The Company is incorporated in Canada and its head office and registered office is located at 730 Curé-Boivin boulevard, Boisbriand, Quebec, J7G 2A7.
On June 20, 2025, the Company completed the acquisition of all issued and outstanding shares of Nautical Ventures Group Inc. (“NVG”), a Florida‑based recreational boat retailer and service company. The acquisition significantly expands the Company’s U.S. operations and distribution capabilities.
Further details of the acquisition are provided in note 6 — Business Combination.
The Company’s Voting Common Shares trade on the Nasdaq Capital Market under the symbol “VMAR”.
Business seasonality
The Company’s operating results generally vary from quarter to quarter as a result of changes in general economic conditions and seasonal fluctuations, among other things, in each of its reportable segments. This means the Company’s results in one quarter are not necessarily indicative of how the Company will perform in a future quarter.
2. Basis of preparation and going concern uncertainty
Compliance with IFRS
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”) in effect on August 31, 2025.
The consolidated financial statements were authorized for issue by the Board of Directors on November 28, 2025.
Change in presentation currency
The functional currency of the Company on a stand-alone basis remains the Canadian dollar. Effective June 20, 2025, the Company changed its presentation currency for these consolidated financial statements from Canadian dollars to U.S. dollars. The change was made to enhance the relevance and reliability of the Company’s financial reporting given its increased U.S. operations resulting from the acquisition of NVG.
In accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, this change in presentation currency was applied retrospectively as if the new presentation currency had always been the Company’s presentation currency and, accordingly, the comparative figures for 2024 and 2023 have been restated (including in the notes to the consolidated financial statements).
In accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates, comparative financial information has been translated into U.S. dollars as follows:
| ● | assets and liabilities at closing exchange rates at the respective reporting dates; |
| ● | equity transactions at historical exchange rates; and |
| ● | income and expenses at average exchange rates for the respective periods. |
1
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
Resulting translation differences were recognized in accumulated other comprehensive income.
The following table reconciles the movement in accumulated other comprehensive income for the years presented:
|
|
2025 |
|
2024 |
|
2023 |
|
|
$ |
|
$ |
|
$ |
|
|
|
|
|
|
|
Opening balance |
|
717,753 |
|
693,371 |
|
994,435 |
Foreign currency translation differences for Canadian dollar functional currency operations |
|
384,736 |
|
24,382 |
|
(301,064) |
|
|
1,102,489 |
|
717,753 |
|
693,371 |
Going concern uncertainty
As of August 31, 2025, the Company has cash of $7,418,779 and working capital of $9,277,798. The Company has incurred recurring losses, has not yet achieved profitable operations and has a deficit of $71,581,558 since its inception. The cash flows from operations were negative for the three years ended August 31, 2025. Additional financing will be needed by the Company to fund its operations and to commercialize the E-Motion powertrain business. These matters, when considered in aggregate, indicate the existence of a material uncertainty that raises substantial doubt about the Company’s ability to continue as a going concern for at least 12 months from the issuance of these consolidated financial statements. In view of these matters, continuation as a going concern is dependent upon the continued operations of the Company which will be determined by the Company’s ability to meet its financial requirements, including its ability to raise additional capital.
The Company is evaluating several different strategies and is actively pursuing actions that are expected to increase its liquidity position, including, but not limited to, pursuing additional cost savings initiatives and seeking additional financing from both the public and private markets through the issuance of equity securities. For the year ended August 31, 2025, the Company was able to raise net proceeds from issuance of shares of $25,103,817. However, the Company’s management cannot provide assurances that the Company will be successful in accomplishing any of its proposed financing plans. Management also cannot provide any assurance as to unforeseen circumstances that could occur within the next 12 months which could increase the Company’s need to raise additional capital on an immediate basis, which additional capital may not be available to the Company.
The accompanying consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. These consolidated financial statements as at and for the year ended August 31, 2025 do not include any adjustments to the carrying amounts and classification of assets, liabilities and reported expenses that may otherwise be required if the going concern basis was not appropriate. Such adjustments could be material.
Basis of consolidation
The consolidated financial statements include the accounts of the Company, and the subsidiaries that it controls. Control exists when the Company has the power over the subsidiary, when it is exposed or has rights to variable returns from its involvement with the subsidiary and when it has the ability to use its power to affect its returns. Subsidiaries that the Company controls are consolidated from the effective date of acquisition up to the effective date of disposal or loss of control.
2
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
Details of the Company’s significant subsidiaries at the end of the reporting period are set out below.
|
|
|
|
Country of |
|
Proportion of |
|
|
|
|
|
incorporation |
|
ownership held |
|
Name of subsidiary |
|
Principal activity |
|
and operation |
|
by the Company |
|
7858078 Canada Inc. |
|
Owns an electric boat rental center |
|
Canada |
|
100 |
% |
NVG Holdings Inc. |
|
Holding company |
|
United States |
|
100 |
% |
Nautical Ventures Group Inc. |
|
Operates a boat retailing business |
|
United States |
|
100 |
% |
Nautical Ventures North LLC |
|
Operates a boat retailing business |
|
United States |
|
100 |
% |
Nautical Ventures Marine LLC |
|
Operates a boat retailing business |
|
United States |
|
100 |
% |
NV Marina LLC |
|
Operates a boat retailing business |
|
United States |
|
100 |
% |
Nautical Ventures West LLC |
|
Operates a boat retailing business |
|
United States |
|
100 |
% |
Nautical Ventures Panhandle LLC |
|
Operates a boat retailing business |
|
United States |
|
100 |
% |
EB Rental, Ltd. |
|
Operates an electric boat rental center |
|
United States |
|
nil |
|
EB Rental Ventura Corp. |
|
Operates an electric boat rental center |
|
United States |
|
100 |
% |
EB Rental FL Corp. |
|
Operates an electric boat rental center |
|
United States |
|
100 |
% |
EBR Palm Beach Inc. |
|
Operates an electric boat rental center |
|
United States |
|
100 |
% |
Vision Marine Technologies Corp. |
|
Operates an electric boat service center |
|
United States |
|
100 |
% |
On April 25, 2024, the Company disposed of its 100% ownership in EB Rental Ltd., which was deconsolidated at that date. See note 32 for details.
Use of estimates and judgments
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. Areas where estimates are significant to the consolidated financial statements are disclosed in note 5.
Reverse stock splits
On August 22, 2024, the Company implemented a reverse stock split, consolidating every 15 Voting Common shares into 1 Voting Common Share. On October 8, 2024, the Company implemented a second reverse stock split, consolidating every 9 Voting Common shares into 1 Voting Common Share. On March 31, 2025, the Company implemented a third reverse stock split, consolidating every 10 Voting Common Shares into 1 Voting Common Share. In accordance with IFRS, all references to Voting Common Shares, Pre-Funded Warrants, warrants and options have been adjusted to reflect the three reverse stock splits. Comparative references to the above have also been adjusted to reflect the three reverse stock splits.
3. Significant accounting policies
Cash and cash equivalents
Cash and cash equivalents include cash on hand, cash held on trust, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less.
Trade and other receivables
Trade receivables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.
The Company has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit loss, trade receivables have been grouped based on days overdue.
Other receivables are recognized at amortized cost, less any allowance for expected credit loss.
3
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
Inventories
Inventories are stated at the lower of cost and net realizable value. Raw materials are valued on a first-in first-out basis. Cost of work in progress and finished goods comprises direct materials and delivery costs, direct labour, import duties and other taxes, and appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity. Cost of purchased inventory is determined after deducting rebates and discounts received or receivable.
Net realizable value is the estimated selling price in the ordinary course of business less estimated costs of completion and the estimated costs necessary to make the sale.
Grants and investment tax credits
Government grants are recognized where there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. Where retention of a government grant is dependent on the Company satisfying certain criteria, it is initially recognized as deferred income. When the criteria for retention have been satisfied, the deferred income balance is released to the statement of consolidated comprehensive loss or netted against the asset purchased.
Leases
Right-of-use assets
The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Company is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term ranging from two to six years. Right-of-use assets are subject to impairment. Right-of-use assets recognized in connection with the NVG acquisition are measured at fair value at the acquisition date in accordance with IFRS 3.
Lease liabilities
At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in- substance fixed payments) less any lease incentives receivable and variable lease payments that depend on an index or a rate. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. Interest accretion is recorded as interest expense in finance costs. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in- substance fixed lease payments or a change in the assessment to purchase the underlying asset.
Short-term leases and leases of low-value assets
The Company applies the short-term lease recognition exemption to its short-term leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value (i.e., below $5,000). Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term. For the year-ended August 31, 2025, the expense for leases of low- value assets is insignificant.
4
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
Property and equipment
Property and equipment is stated at cost less accumulated depreciation and accumulated impairment losses, if any. Cost includes expenditures that are directly attributable to the acquisition of the asset. Property and equipment acquired as part of a business combination, including that acquired through the NVG acquisition, is recognized at fair value at the acquisition date.
Depreciation is recorded to recognize the cost of assets over their useful lives. The estimated useful lives and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
The depreciation methods and rates used are as follows:
Asset type |
|
Methods |
|
Rates |
Office equipment and furnishings |
|
Straight-line method |
|
3-10 years |
Machinery and equipment |
|
Straight-line method |
|
5-10 years |
Rolling stock |
|
Straight-line method |
|
3-5 years |
Leasehold improvements |
|
Straight-line method |
|
Over the term of the lease |
Boat rental fleet |
|
Straight-line method |
|
15 years |
Moulds |
|
Straight-line method |
|
25 years |
Any item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales and proceeds and the carrying amount of the asset and is recognized in profit or loss.
Repairs and maintenance costs that do not improve or extend productive life are recognized in profit or loss in the period in which the costs are incurred.
Intangible assets and goodwill
Expenditure on research activities is recognized in net earnings as incurred.
Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognized in net earnings as incurred. The Company has not capitalized any development costs. When awarded with government grants and income tax credits, the Company recognizes the income either in net loss, netted with the related expenses, or as a reduction of the cost, when related with capitalized development expenditure.
Goodwill arising from business combinations is initially recognized when the fair value of the separately identifiable assets the Company acquired and liabilities the Company assumed is lower than the consideration paid (including the recognized amount of the non-controlling interest, if any). If the fair value of the consideration transferred is lower than that of the separately identified assets and liabilities, the Company immediately recognizes the difference as a gain in the consolidated statement of comprehensive loss.
Other intangible assets, including intellectual property, software, trade name, backlog and website that have finite useful lives are measured at cost less accumulated amortization and accumulated impairment losses. Intangible assets acquired in a business combination, including the NVG brand name recognized as part of the NVG acquisition (note 6), are initially measured at fair value at the acquisition date.
5
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
Amortization is calculated over the cost of the asset less its residual value. Amortization is recognized in net earnings on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. The estimated useful lives are as follows:
Asset type |
|
Methods |
|
Rates |
Intellectual property |
|
Straight-line method |
|
10 years |
Software |
|
Straight-line method |
|
7 years |
Trade name |
|
Straight-line method |
|
5 years |
Backlog |
|
Straight-line method |
|
3 years |
Website |
|
Straight-line method |
|
5 years |
Trade name includes the NVG brand name recognized on acquisition. Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
Intangible assets related to the Company’s intellectual property were impaired as at August 31, 2025 resulting in the recognition of an intangible asset impairment loss as at that date (note 13).
Impairment of non-financial assets
Non-financial assets other than goodwill
At the end of each reporting period, the Company reviews the carrying amounts of its non-financial assets, other than goodwill, to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount of the asset is estimated. Where it is not possible to estimate the recoverable amount of an individual asset, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash- generating unit”, or “CGU”).
Recoverable amount is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. If the recoverable amount of an asset or CGU is lower than its carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognized immediately in the consolidated statement of comprehensive loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset or CGU is increased to the revised recoverable amount, to the extent that the carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized. A reversal of an impairment loss is recognized immediately in the consolidated statement of comprehensive loss.
Goodwill
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For purposes of impairment testing, goodwill is allocated to each of the Company’s CGU (or groups of CGUs) that is expected to benefit from the synergies of the combination. A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the CGU may be impaired. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated first to reduce the goodwill allocated to the CGU and then, to reduce the carrying amounts of the other assets in the CGU on a pro-rata basis. Any impairment loss is recognized in the consolidated statement of comprehensive loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.
Goodwill recognized in connection with the NVG acquisition was allocated to the NVG CGU and was fully impaired as at August 31, 2025 (note 7).
6
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
Trade and other payables
These amounts represent liabilities for goods and services provided to the entity prior to the end of the financial year and which are unpaid. Due to their short-term nature, they are measured at amortized cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
Provisions
Provisions are recognized when the Company has a present obligation as a result of a past event, it is probable the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognized as a finance cost.
Onerous contracts
An onerous contract is a contract under which the unavoidable costs (i.e., the costs that the Company cannot avoid because it has the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from failure to fulfil it. The cost of fulfilling a contract comprises the costs that relate directly to the contract (i.e., both incremental costs and an allocation of costs directly related to contract activities).
When the Company has a contract that is onerous, the present obligation under the contract is recognized and measured as a provision. However, before a separate provision for an onerous contract is established, the Company recognizes any impairment loss that has occurred on assets used in fulfilling the contract.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.
Financial instruments
Classification and measurement of financial instruments
The Company measures its financial assets and financial liabilities at fair value on initial recognition, which is typically the transaction price unless a financial instrument contains a significant financing component. Subsequent measurement is dependent on the financial instrument’s classification which in the case of financial assets, is determined by the context of the Company’s business model and the contractual cash flow characteristics of the financial asset. Financial assets are classified into two categories: (1) measured at amortized cost and (2) fair value through profit and loss (“FVTPL”). Financial liabilities are subsequently measured at amortized cost at the effective interest rate, other than financial liabilities that are measured at FVTPL or designated as FVTPL where any change in fair value resulting from an entity’s own credit risk is recorded as other comprehensive income (“OCI”).
7
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
As part of the NVG acquisition (note 6), the Company issued the Initial Convertible Note and recognized the contingent consideration in the form of the Subsequent Convertible Note and the Real Estate Note. These instruments contain embedded conversion options that are not closely related to the debt host. In accordance with IFRS 9, the Company bifurcates these instruments into:
| ● | a debt host component, measured at amortized cost; and |
| ● | an embedded derivative component, measured at FVTPL with fair value changes recognized in profit or loss. |
The Company also recognizes a Proceeds receivable from related parties arising from the Real Estate Agreement associated with NVG (notes 6 and 21). This right to receive future net proceeds is classified as a financial asset measured at FVTPL, with changes in fair value recorded in profit or loss.
The Company assesses the classification of warrants to purchase common shares of the Company, whether the warrants issued meet the criteria of an equity instrument (i.e. the warrants would be settled by the issuance of fixed number of common shares of the Company at a fixed exercise price) or a financial liability. Since the exercise price of these warrants is denominated in U.S. dollars, while the functional currency of the Company is Canadian dollar, the value of the proceeds on exercise of the warrants is not fixed and will vary based on the foreign exchange rate movements. As such, the Company classified the warrants, other than warrants issued as compensation for goods and services, as derivative liabilities, measured at fair value at initial recognition and at each reporting period. Any changes in fair value are recorded as gain or loss in the consolidated statement of comprehensive loss. Refer to notes 20 and 28 for details on the warrants issued and outstanding for the year ended August 31, 2025, the derivative liabilities recorded and the assumptions used to determine the fair value.
Amortized cost
The Company classifies trade and other receivables, other financial assets, trade and other payables, other financial liabilities, floor plan financing, long-term debt and advances to/from related parties as financial instruments measured at amortized cost. The contractual cash flows received from the financial assets are solely payments of principal and interest and are held within a business model whose objective is to collect the contractual cash flows.
Fair value through profit and loss
The Company classifies debentures as financial instruments measured at fair value through profit and loss since the contractual cash flows received from the financial asset are not solely payments of principal and interest.
Impairment of financial assets
The Company recognizes a loss allowance for expected credit losses on financial assets measured at amortized cost. The measurement of the loss allowance depends upon the Company’s assessment at the end of each reporting period as to whether the financial instrument’s credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain. Where there has not been a significant increase in exposure to credit risk, a 12-month expected credit loss allowance is estimated. The amount of expected credit loss recognized is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate. Impairment provisions for current and non-current trade receivables are recognized based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses.
Equity instruments
Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issuance costs.
The Company’s Voting Common Shares, Pre-Funded Warrants and Contingent Share Issuance related to the NVG acquisition are classified as equity instruments.
8
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
Revenue recognition
Revenue is recognized at an amount that reflects the consideration to which the Company is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the Company:
| ● | identifies the contract with the customer; |
| ● | identifies the performance obligations in the contract; |
| ● | determines the transaction price which takes into account estimates of variable consideration and the time value of money; |
| ● | allocates the transaction price to separate performance obligations on the basis of relative stand-alone selling price of each distinct good or service to be delivered; and, |
| ● | recognizes revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised. |
The Company enters into contracts with customers, as well as distributor agreements with specific distributors for the sale of boats. Following the acquisition of NVG, the Company also generates revenue through its retail dealerships and service operations in the United States.
Sale of boats
The majority of the Company’s revenue is from contracts with customers for the sale of boats. Revenue from the sale of boats, including incidental shipping fees, is recognized from boat sales upon transfer of control of the boat to the customer, which is generally upon acceptance of the boat by the customer and the satisfaction of our performance obligation. The transaction price is determined with the customer at the time of sale. Customers may trade in a used boat to apply toward the purchase of a new or used boat. The trade-in is a type of noncash consideration measured at fair value, based on external and internal observable and unobservable market data and applied as payment to the contract price for the purchased boat. At the time of acceptance, the customer is able to direct the use of, and obtain substantially all of the benefits of the boat. Commissions are earned from a brokerage sale when the related brokerage transaction closes upon transfer of control of the boat to the customer, which is generally upon acceptance by the customer.
The Company recognizes customer deposits on the sale of boats as contract liabilities.
Sale of parts and boat maintenance
Revenue from parts and service operations (boat maintenance and repairs) is recognized over time as services are performed. Each boat maintenance and repair service is a single performance obligation that includes both the parts and labor associated with the service. Payment for boat maintenance and repairs is typically due upon the completion of the service, which is generally completed within a short period of time from contract inception. We satisfy our performance obligations, transfer control, and recognize revenue over time for parts and service operations because we are creating a contract asset with no alternative use and we have an enforceable right to payment for performance completed to date. Contract assets primarily relate to our right to consideration for work in process not yet billed at the reporting date associated with maintenance and repair services. We use an input method to recognize revenue and measure progress based on labor hours expended to satisfy the performance obligation at average labor rates. The Company has determined labor hours expended to be the relevant measure of work performed to complete the maintenance and repair service for the customer.
Boat rental and boat club membership revenue
Revenue from boat rentals is recognized at a point in time when the services are completed given the short-term rental period. Boat club membership revenue is recognized over time as the service is provided. These services are typically provided, and thus revenue is typically recognized, on a monthly basis.
The Company recognizes customer prepayments on boat rentals and boat club memberships as contract liabilities.
Other
Other revenue is recognized when it is received or when the right to receive payment is established.
9
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
Contract liabilities
A contract liability is recognized if a payment is received, or a payment is due (whichever is earlier) from a customer before the Company transfers the related goods or services. Contract liabilities are recognized as revenue when the Company performs under the contract (i.e., transfers control of the related goods or services to the customer).
Share-based payments
The Company has a share option plan for key employees, consultants, advisors, officers and directors from which options to purchase common stock of the Company are issued. The Company also issues warrants to non- employees granting the right to purchase common stock of the Company at a determined exercise price. Share- based compensation costs are accounted for on a fair value basis, as measured at the grant date, using the Black- Scholes option pricing model taking into account the terms and conditions upon which the options were granted. An individual is classified as an employee when the individual is an employee for legal or tax purposes or provides services similar to those performed by an employee. In situations where options or warrants have been issued to non-employees and some or all of the services received by the Company can be specifically identified, the options or warrants are measured at the fair value of the services received. If the services cannot be specifically identified, the options or warrants are measured at the fair value of the options issued.
All share-based remuneration is ultimately recognized as an expense in profit or loss with a corresponding credit to contributed surplus. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Any adjustment to cumulative share-based compensation resulting from a revision is recognized in the current period. The number of vested options ultimately exercised by holders does not impact the expense recorded in any period.
Foreign currency translation
The Company’s consolidated financial statements are presented in U.S. dollars. The functional currencies of the parent company and 7858078 Canada Inc. are the Canadian dollar while the functional currencies for NVG Holdings Inc., Nautical Ventures Group Inc., Nautical Ventures North LLC, Nautical Ventures Marine LLC, NV Marina LLC, Nautical Ventures West LLC, Nautical Ventures Panhandle LLC, EB Rental, Ltd., EB Rental Ventura Corp., EB Rental FL Corp., EBR Palm Beach Inc., Vision Marine Technologies Corp. are the U.S. dollar. The Company and its subsidiaries each determine their functional currency based on the currency of the primary economic environment in which they operate. Transactions denominated in a currency other than the functional currency of an entity are translated at the exchange rate in effect on the transaction date. The resulting exchange gains and losses are included in each entity’s net loss in the period in which they arise.
The Company’s Canadian operations are translated to the Company’s presentation currency, for inclusion in the consolidated financial statements. Monetary and non-monetary assets and liabilities of Canadian operations are translated at exchange rates in effect at the end of the reporting period and revenue and expenses are translated at exchange rates in effect at the transaction date. The resulting translation gains and losses are included in other comprehensive income with the cumulative gain or loss reported in accumulated other comprehensive income. On disposal of a Canadian operation, the component of OCI relating to that particular foreign operation is reclassified to profit or loss.
The exchange rates for the currencies used in the preparation of the consolidated financial statements were as follows:
|
|
Exchange rate as at |
|
Average exchange rate for year ended |
||||||||
|
|
August 31, |
|
August 31, |
|
August 31, |
|
August 31, |
|
August 31, |
|
August 31, |
|
|
2025 |
|
2024 |
|
2023 |
|
2025 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Canadian dollar |
|
0.7277 |
|
0.7412 |
|
0.7388 |
|
0.7161 |
|
0.7352 |
|
0.7426 |
Taxes
Tax expense comprises current and deferred tax. Tax is recognized in net loss except to the extent it relates to items recognized in other comprehensive income or directly in equity.
10
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
Current tax
Current tax expense is based on the results for the period as adjusted for items that are not taxable or not deductible. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.
Deferred tax
Deferred taxes are the taxes expected to be payable or recoverable on differences between the carrying amounts of assets in the statement of financial position and their corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences between the carrying amounts of assets and their corresponding tax bases. Deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets in a transaction that affects neither the taxable profit nor the accounting profit.
The Company offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Earnings per share
Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the Company by the weighted average number of common stock outstanding during the year.
Diluted income per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of common stock outstanding, adjusted for the effects of all dilutive potential common stock. For the purpose of calculating diluted earnings per share, the Company assumes the exercise of dilutive options, warrants and convertible financial instruments of the entity. The assumed proceeds from these instruments are regarded as having been received from the issue of common stock at the average market price of common shares during the period. The difference between the number of common shares issued and the number of common shares that would have been issued at the average market price of common shares during the period is treated as an issue of common shares for no consideration.
4. New accounting standards and interpretations
Effective as of September 1, 2024
Amendments to IAS 1 – Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants
In January 2020, the IASB issued amendments to paragraphs 69 to 76 of IAS 1, Presentation of Financial Statements, to specify the requirements for classifying liabilities as current or non-current. In November 2022, the IASB issued further amendments delaying the effective date to annual reporting periods beginning on or after January 1, 2024. The amendments are required to be applied on a retrospective basis.
For the Company, the amendments became effective as of September 1, 2024, resulting in the reclassification of the Company’s derivative liabilities from long-term to current liabilities as described below. Comparative figures have also been adjusted to comply with the required retrospective application.
11
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
Prior to the effective date of these amendments, the Company classified all of its derivative liabilities as long-term. See note 20 for details of the Company’s derivative liabilities. The Company’s derivative liabilities consist of the following instruments:
| - | Warrants issued to common shareholders |
| - | Warrants issued to Series A Convertible Preferred shareholders |
| - | Warrants issued to Series B Convertible Preferred shareholders |
| - | Series A Convertible Preferred Shares |
| - | Series B Convertible Preferred Shares |
| - | Convertible option on consideration payable related to the NVG acquisition |
As a result of the amendments to IAS 1, the derivative liabilities associated with the warrants issued to the common shareholders and the Series A and B Convertible Preferred shareholders as well as derivative liabilities associated with the Series A and B Convertible Preferred Shares and the convertible option on the consideration payable related to the NVG acquisition are required to be reclassified from long-term to current since the Company does not have an unconditional right to defer the settlement of these instruments for at least 12 months after the year-ends presented, namely August 31, 2024 and 2023.
The following table provides a reconciliation of the effect of the adoption of the amendments to IAS 1 on the current and non-current portion of the derivative liabilities as at August 31, 2024:
|
|
Balance prior |
|
|
|
Balance after |
|
|
to adoption |
|
Changes |
|
adoption |
|
|
$ |
|
$ |
|
$ |
Current portion of derivative liabilities |
|
— |
|
1,616,180 |
|
1,616,180 |
|
|
|
|
|
|
|
Long-term portion of derivative liabilities |
|
1,616,180 |
|
(1,616,180) |
|
— |
The following table provides a reconciliation of the effect of the adoption of the amendments to IAS 1 on the current and non-current portion of the derivative liabilities as at August 31, 2023:
|
|
Balance prior |
|
|
|
Balance after |
|
|
to adoption |
|
Changes |
|
adoption |
|
|
$ |
|
$ |
|
$ |
Current portion of derivative liabilities |
|
— |
|
4,106,998 |
|
4,106,998 |
|
|
|
|
|
|
|
Long-term portion of derivative liabilities |
|
4,106,998 |
|
(4,106,998) |
|
— |
Standards and interpretations not yet effective
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s financial statements are disclosed below. The Company intends to adopt these new and amended standards and interpretations, if applicable, when they become effective.
Amendments to IAS 21 - Effect of variations in exchange rates - Lack of interchangeability
In August 2023, the IASB issued amendments to IAS 21, The Effects of Changes in Foreign Exchange Rates, to specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance, financial position and cash flows. The amendments will be effective for annual reporting periods beginning on or after 1 January 2025. Early adoption is permitted but will need to be disclosed. When applying the amendments, an entity cannot restate comparative information. The amendments are not expected to have a material impact on the Company’s financial statements.
12
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. IFRS 18 also requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements and the notes. In addition, narrow-scope amendments have been made to IAS 7, Statement of Cash Flows, which include changing the starting point for determining cash flows from operations under the indirect method, from ‘profit or loss’ to ‘operating profit or loss’ and removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards. IFRS 18, and the amendments to the other standards, are effective for reporting periods beginning on or after 1 January 2027, but earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively. The Company is currently working to identify all impacts that the amendments will have on the primary financial statements and notes to the financial statements.
5. Significant accounting estimates and assumptions
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates.
Going concern uncertainty
In assessing whether the going concern assumption is appropriate and whether there are material uncertainties that raise substantial doubt about the Company’s ability to continue as a going concern, management must estimate future cash flows for a period of at least twelve months following the end of the reporting period by considering all relevant available information. This includes assumptions regarding liquidity management, integration of the NVG acquisition, expected improvements in cash flows, and the Company’s ability to raise additional financing. Given the difficulty in predicting future cash flows and the Company’s financing capacity in the current environment, management has concluded that material uncertainties exist that may cast substantial doubt upon the Company’s ability to continue as a going concern for at least the next twelve months.
Business combinations
The acquisition of NVG required significant estimates and assumptions in determining the fair values of assets acquired, liabilities assumed, contingent obligations, and the various forms of consideration transferred. This includes:
| ● | Identification and measurement of intangible assets, including customer relationships, brand, and proprietary technology, which require estimates of future cash flows, attrition rates, and discount rates. |
| ● | Valuation of acquired inventories, which required adjustments to reflect estimated selling prices, completion costs, and expected obsolescence. |
| ● | Fair value measurement of financial assets relating to the Real Estate Agreement (note 6) including the Proceeds receivable from related parties which is measured at FVTPL and required the use of valuation techniques. |
| ● | Valuation of financial instruments forming part of the acquisition consideration, including the convertible notes that are issued and issuable if certain criteria are met, as well as the share consideration issuable if certain criteria are met, which required the use of valuation techniques such as discounted cash flow models and option pricing models. |
| ● | Recognition of deferred tax liabilities arising from fair value adjustments. |
13
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
| ● | Goodwill measurement, which represents the residual value after allocating the fair value of identifiable assets and liabilities. Goodwill is sensitive to the assumptions used in these calculations. |
These estimates involve significant judgment and are subject to change during the measurement period as additional information becomes available.
Impairment of non-financial assets
Impairment exists when the carrying value of an asset or CGU exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The Company performed impairment testing on CGUs affected by the NVG acquisition and on historical CGUs. Management concluded that fair value less costs of disposal provides the most reliable measurement basis, using a discounted cash flow (“DCF”) analysis categorized within Level 3 of the fair value hierarchy.
As at August 31, 2025, goodwill recognized from the NVG acquisition is allocated to the NVG CGU which is expected to benefit from integration synergies. The recoverable amount is highly sensitive to the discount rates, projected cash flows, expected gross margins, and long-term growth rates used. For the year ended August 31, 2025, the Company recorded a goodwill impairment loss of $15,082,026 related to the NVG CGU. See note 7 for details.
As at August 31, 2024, all of the Company’s goodwill is allocated to the boat rental operation CGU, which represents the lowest level within the Company at which the goodwill is monitored for internal management purposes. For the year ended August 31, 2024, the Company recorded a goodwill impairment loss of $6,372,394. See note 7 for details.
The recoverable amount is sensitive to the discount rate used for the DCF model, as well as the expected future cash-inflows, gross profit and the growth rate used for extrapolation purposes. The post-tax discount rate used in the DCF is based on a weighted average cost of capital calculated using observable market-based inputs or a benchmark of a sample of representative publicly traded companies. The long-term growth rate used for extrapolation purposes is based on published research growth rates. Any reasonable negative change in the key assumptions used could cause the carrying value of the related CGU to exceed its recoverable amount.
Financial instruments measured at fair value
In measuring financial instruments at fair value, the Company makes estimates and assumptions, including estimates and assumptions about expected volatility, credit spreads, risk-free rates, estimated conversion probabilities, and timing of settlement. Financial instruments measured at fair value include instruments issued or issuable from the NVG acquisition (note 6), warrants classified as derivative liabilities (note 20) and investment in Limestone (note 10).
Provision for impairment of inventories
The carrying value of inventories acquired from NVG required significant estimation at the Acquisition Date to reflect adjustments for condition, expected sales value, obsolescence, and completion costs. Subsequent to acquisition, the Company assesses impairment based on recent sales experience, turnover rates, and expected realizable values. These estimates are inherently judgmental and subject to change.
Income tax
Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
14
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
In assessing the recoverability of deferred tax assets, the Company relies on the same forecast assumptions used elsewhere in the financial statements.
Share-based payments
The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instrument at the date at which they are granted. The fair value is determined by using the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. Judgment is exercised in determining the expected life and historical volatility. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities but may impact profit or loss and equity.
Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgment is exercised in determining whether there is reasonable certainty that an option to extend the lease will be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option are considered at the lease commencement date. The Company reassesses whether it is reasonably certain to exercise an extension option if there is a significant event or significant change in circumstances.
Incremental borrowing rate
Where the interest rate implicit in the lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the Company estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.
6. Business Combination – Acquisition of NVG
Description of the transaction
On June 20, 2025 (the “Acquisition Date”), the Company completed the acquisition of all of the issued and outstanding shares of NVG, a Florida-based recreational boat retailer and service company. NVG operates multiple locations focused on the sale of new and used boats, parts and accessories, and the provision of related maintenance and marine services.
The acquisition forms part of the Company’s strategy to expand its U.S. footprint, broaden its dealer and distribution network and create a platform to support the commercialization of its electric propulsion solutions. Following the acquisition, NVG and its subsidiaries are wholly owned subsidiaries of the Company and have been consolidated from June 20, 2025.
Consideration Transferred
In accordance with IFRS 3 Business Combinations, the Company measured the consideration transferred at fair value at the Acquisition Date. The total purchase consideration was determined to be $10,880,631, consisting of the following components:
|
|
Fair Value |
Component |
|
$ |
Initial Convertible Note |
|
5,601,934 |
Subsequent Convertible Note |
|
1,235,598 |
Real Estate Note |
|
2,545,013 |
Share Consideration |
|
1,498,086 |
|
|
10,880,631 |
15
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
The Initial Convertible Note is a convertible promissory note which was issued to Roger Moore, a related party (see note 21), at the Acquisition Date for $4 million, with a maturity date of June 20, 2027. The convertible note accrues interest at 6.0% per annum and has monthly interest payments of $20,000. The convertible note can be converted at anytime to Voting Common Shares of the Company at an exercise price of $8.624.
The Subsequent Convertible Note is a convertible promissory note which will be issued to Roger Moore, a related party (see note 21), for $2 million with a term of 36 months. The convertible note will accrue interest at 6.0% per annum and have monthly interest payments of $10,000. The convertible note will be convertible at anytime to Voting Common Shares of the Company at an exercise price of $8.624. The issuance is contingent on the outcome of certain legal claims against NVG. A 50% probability was assigned to the issuance of this instrument.
The Real Estate Note is a convertible promissory note which will be issued to Roger Moore, a related party (see note 21), for $2 million with a term of 36 months. The convertible note will accrue interest at 6.0% per annum and have monthly interest payments of $10,000. The convertible note will be convertible at anytime to Voting Common Shares of the Company at an exercise price of $8.624. The issuance is contingent on the completion of certain real estate transactions (see below Real Estate Agreement section).
The Share Consideration consists of up to 255,012 Voting Common Shares of the Company to be issued to Roger Moore, a related party (see note 21). The issuance is contingent on the completion of certain real estate transactions (see below Real Estate Agreement section).
The Initial Convertible Note, the Subsequent Convertible Note and the Real Estate Note contain embedded conversion features which require bifurcation into debt and option components in accordance with IAS 32 and IFRS 9. At the acquisition date, the fair value of each component was determined in accordance with IFRS 13 using valuation techniques consistent with those applied by an independent valuation specialist.
The debt components were valued using a discounted cash flow model based on the contractual interest and principal payments, discounted using credit-adjusted market yields reflective of Vision Marine’s estimated unsecured borrowing rate and observable credit spreads for CCC-rated U.S. Consumer Discretionary issuers with similar maturities. Where applicable, present-value adjustments were applied to instruments expected to be issued at a future date.
The conversion option components were valued using a Black-Scholes option pricing model, which incorporated Level 3 inputs including:
| ● | the Company’s quoted share price on the valuation date; |
| ● | expected volatility based on historical daily, weekly and monthly volatility observations for the Company and comparable issuers; |
| ● | risk-free interest rates derived from U.S. Treasury yields with maturities matching each instrument’s expected life; |
| ● | expected terms to maturity consistent with the contractual lives of each instrument (adjusted for expected issuance timing where relevant); |
| ● | a 0% dividend yield; and |
| ● | for the Subsequent Convertible Note, a 50% probability weighting to reflect the contingent issuance conditions. |
The Share Consideration was measured at fair value using the Company’s closing share price on June 20, 2025, adjusted for a discount for lack of marketability, determined with reference to put-option models and empirical restricted-stock studies.
16
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
In accordance with IFRS 9, each note was bifurcated into a debt host and an embedded derivative, and the Share Consideration was classified as equity, as follows:
Initial Convertible Note
| ● | Long-term debt portion: $3,282,369 |
| ● | Derivative (option) portion: $2,319,565 |
Subsequent Convertible Note
| ● | Long-term debt portion: $695,572 |
| ● | Derivative (option) portion: $540,026 |
Real Estate Note
| ● | Long-term debt portion: $1,376,954 |
| ● | Derivative (option) portion: $1,168,059 |
Share consideration
| ● | Contributed surplus: $1,498,086 |
The debt components are measured at amortized cost and the embedded derivatives are measured at FVTPL (notes 20 and 21).
Real Estate Agreement
Prior to the acquisition, certain real estate previously used by NVG was transferred to entities controlled by the previous owner, Roger Moore, a related party (note 21). Concurrently with the acquisition, the Company entered into a Real Estate Agreement under which it may either:
| ● | acquire the equity of the real estate holding entities; or |
| ● | approve a sale of the properties and receive the net proceeds (after selling costs and mortgages payable). |
The Real Estate Note will be issuable if two of these properties are acquired or sold, while the Share Consideration will be issuable rateably as all of the real estate properties are acquired or sold. A 100% probability was assigned to the issuance of the Real Estate Note and the Share Consideration under the Real Estate Agreement.
Under the Real Estate Agreement, the Company is entitled to receive the net proceeds from the sale of six real estate properties owned by Marine Ventures LLC and related entities, all related parties (note 21). The Company recognized Proceeds receivable from related parties of $10,389,917 at the Acquisition Date, representing the fair value of its right to receive those proceeds.
The Proceeds receivable from related parties consists of an issued non-interest bearing demand note receivable from Marine Ventures LLC of $3,422,154 and a contingent receivable of $6,967,763. Both of these instruments represent a pass-through right to receive the net cash proceeds (gross sale price less selling costs and outstanding mortgage balances) upon the sale of each property. The total Proceeds receivable from related parties is therefore a non-interest-bearing contingent financial asset whose settlement is linked directly to the completion of the underlying property sales.
Because the cash flows associated with the Proceeds receivable from related parties are not fixed or solely payments of principal and interest, the contingent receivable is required to be measured at fair value through profit or loss under IFRS 9. At the Acquisition Date, the fair value of $6,967,763 reflected:
| ● | management’s estimate of expected net proceeds from all six properties; |
| ● | the expected timing of property sales through December 31, 2025); |
17
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
| ● | probability-adjusted outcomes consistent with market participant assumptions; and |
| ● | discounting of the estimated cash flows using a credit-adjusted discount rate of 18.6% to reflect both counterparty credit risk and the lack of a contractual interest feature. |
Because the financial asset is measured at fair value through profit or loss, no amortized cost carrying amount is recorded, and subsequent changes in fair value are recognized in profit or loss in accordance with IFRS 9.
A 100% probability was assigned to realization of the Proceeds receivable from related parties based on the valuations and sales processes in place at the acquisition date.
In addition, it is classified as a current receivable due from a related party (note 21).
Identifiable assets acquired and liabilities assumed
The purchase price allocation (“PPA”) was performed in accordance with IFRS 3. Except as noted below, the carrying values of assets and liabilities approximate their fair values. A brand name intangible asset was identified and valued using a relief-from-royalty method. Dealer agreements were not recognized as intangible assets because the manufacturers retain termination rights and the agreements do not meet the control or separability criteria under IFRS 3.
The identifiable assets acquired and liabilities assumed at fair value as at June 20, 2025 are summarized below:
|
|
Fair Value |
Item |
|
$ |
Cash and cash equivalents |
|
1,869,559 |
Trade and other receivables |
|
487,909 |
Inventories |
|
35,137,729 |
Prepaid expenses and deposits to suppliers |
|
656,996 |
Right-of-use assets |
|
7,144,395 |
Property and equipment |
|
2,313,826 |
Intangible asset |
|
270,448 |
Proceeds receivable from related parties |
|
10,389,917 |
Other financial assets |
|
84,924 |
Trade and other payables |
|
(6,584,138) |
Contract liabilities |
|
(4,675,341) |
Floor plan financing |
|
(41,974,306) |
Lease liabilities |
|
(7,213,676) |
Long-term debt |
|
(2,037,968) |
Deferred income tax liability |
|
(71,669) |
Net identifiable assets (liabilities) |
|
(4,201,395) |
The reconciliation to the consideration transferred is as follows:
|
|
$ |
Net identifiable assets (liabilities) |
|
(4,201,395) |
Goodwill arising on acquisition |
|
15,082,026 |
Total consideration transferred |
|
10,880,631 |
18
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
Identifiable intangible assets
The NVG brand name was the only separately identifiable intangible asset recognized as part of the business combination. It was valued using a relief-from-royalty method under IFRS 13 based on:
| ● | an applied royalty rate of 0.1% of revenues; |
| ● | a discount rate of 15%; and |
| ● | an estimated useful life of 5 years. |
The brand name is amortized on a straight-line basis over its estimated useful life and is included within “Trade name” in note 13. Dealer and franchise agreements were reviewed but were not recognized as separate intangible assets because they are non-transferable and revocable at the discretion of the grantors.
Goodwill arising on acquisition
Goodwill of $15,082,026 was recognized as the excess of the total consideration transferred over the net fair value of identifiable assets acquired and liabilities assumed. Goodwill reflects:
| ● | expected synergies from integrating NVG’s retail platform with the Company’s electric propulsion offerings; |
| ● | the value of NVG’s assembled workforce and dealer relationships; and |
| ● | anticipated growth opportunities in the U.S. recreational marine market. |
Goodwill arising from the NVG acquisition was allocated to the NVG CGU, which forms part of the Company’s marine retail and distribution operations.
Deferred income tax liability
A deferred income tax liability of $71,669 was recognized on temporary differences arising from the fair value adjustments recorded in the purchase price allocation, primarily related to the brand name.
Goodwill impairment
As at August 31, 2025, the Company performed an impairment test of the NVG CGU. Based on a value-in-use and fair-value-less-costs-of-disposal analysis using updated cash-flow projections and market assumptions, the recoverable amount of the CGU was determined to be lower than its carrying amount.
The Company therefore recognized a goodwill impairment loss of $15,082,026, fully writing off the goodwill recognized on the NVG acquisition. See note 7 for details.
Acquisition-related costs
Acquisition-related legal, advisory and due diligence costs were expensed as incurred and are included within professional fees in the consolidated statement of comprehensive loss for the year ended August 31, 2025.
NVG contribution to results
From June 20, 2025 to August 31, 2025, NVG contributed approximately $12.8 million of revenue, $4.7 million of gross profit and a net loss of $0.5 million to the Company’s consolidated results.
If the acquisition had occurred on September 1, 2024, management estimates that consolidated revenues for the year ended August 31, 2025 would have been approximately $76.5 million, and the consolidated net loss would have been approximately $53.1 million. Excluding a provision for impairment of inventories of approximately $20.6 million that was taken by NVG immediately before the Acquisition Date, the consolidated net loss would have been approximately $32.5 million. These pro-forma amounts are based on NVG’s historical results, adjusted to reflect differences in accounting policies and acquisition-related financing effects.
19
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
7. Goodwill
Goodwill related to NVG CGU
Goodwill impairment test as at August 31, 2025
Goodwill arising from the acquisition of NVG is allocated to a single CGU, which represents the lowest level within the Company at which goodwill is monitored for internal management purposes. The Company tests goodwill for impairment annually, or more frequently if events or circumstances indicate that the carrying value of the CGU may be impaired.
As at August 31, 2025, the Company completed its annual impairment test on the carrying value of goodwill associated with the NVG CGU in accordance with IAS 36. As at the testing date, the Company determined that the carrying amount of the NVG CGU exceeded its recoverable amount. Accordingly, the Company recorded a goodwill impairment loss of $15,082,026 for the fiscal year ended August 31, 2025. Following recognition of this impairment loss, the carrying amount of goodwill associated with the NVG CGU was reduced to nil as at August 31, 2025.
The recoverable amount of the NVG CGU was determined as the higher of its fair value less costs of disposal (“FVLCD”) and its value in use (“VIU”). Consistent with the impairment indicators since the Acquisition Date, management concluded that the VIU calculation produced a negative recoverable amount due to declining operating performance. As such, the recoverable amount was determined based on the fair value less costs of disposal approach.
The FVLCD was estimated using an adjusted net asset value methodology. Under this approach, the carrying values of working capital, property and equipment, right-of-use assets, and security deposits were assessed to approximate fair value. No additional value was attributed to goodwill, as forecasted cash flows did not support any recoverable amount beyond the fair value of identifiable net assets. The brand intangible asset was assessed to approximate its fair value based on a market participant analysis.
The impairment test incorporated the following key inputs and assumptions:
| ● | Cash flow projections prepared by management reflecting the NVG CGU’s most recent financial performance and expectations of declining profitability in the near term. |
| ● | Discount rate (post-tax) between 14.5% and 16.0%, with a midpoint of 15.3%, consistent with observable market data for comparable public companies. |
| ● | A terminal long-term growth rate of 2.0%. |
| ● | A determination that the VIU methodology did not support any recoverable goodwill due to negative enterprise value results. |
In performing its analysis, management revised downward the forecasted revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) levels of the NVG CGU due to:
| ● | continued underperformance at certain dealership locations; |
| ● | reduced margins and increasing inventory financing costs; |
| ● | overall weakness in the recreational boating market; and |
| ● | the absence of observable market transactions supporting a higher enterprise valuation. |
When considered in aggregate, these factors reduced the CGU’s recoverable amount below the carrying amount of its allocated goodwill, resulting in the full impairment recognized during the period.
Given that the recoverable amount under both the FVLCD and VIU methodologies did not support the carrying value of goodwill, any reasonably possible change in the key assumptions used in the calculations would still result in the recognition of the impairment loss.
Goodwill related to boat rental operation CGU
On June 3, 2021, the Company completed the acquisition of EB Rental Ltd. (“EBR”) by acquiring all the issued and outstanding shares of 7858078 Canada Inc. EBR operates an electric boat rental operation located in Newport beach, California, with a fleet of over 20 ships.
20
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
All boats operated by EBR are supplied by the Company, which offers the Company the ability to showcase its products and provide brand awareness. Before the acquisition, the Company and EBR were related through common ownership.
EBR was acquired for cash consideration of $4,582,367, financed entirely by the Company’s available cash on hand, and equity consideration of approximately $2,874,000 representing 211 shares at $13,621.50 per share.
Goodwill impairment test as at February 29, 2024
Assets that have an indefinite life, such as goodwill, are tested annually by the Company for impairment, or more frequently if events or circumstances indicate there may be impairment. During the three-month period ended February 29, 2024, the Company noted certain events and circumstances which indicated that there may be an impairment of the goodwill associated with its boat rental operation CGU (see detailed description below).
As a result of these triggering events and circumstances, the Company performed an impairment analysis for the boat rental operation CGU as at February 29, 2024. As a result of this analysis, the Company determined that the carrying amount of the goodwill associated with the boat rental operation CGU exceeded its recoverable amount and, accordingly, the Company recorded a goodwill impairment loss of $3,149,595 for the six-month period ended February 29, 2024. As a result of this loss, the carrying amount of the goodwill associated with this CGU had been reduced to $4,002,929 as at February 29, 2024 (August 31, 2023 - $7,152,524). Note that the goodwill was further reduced to $3,222,799 on April 25, 2024 following the sale of EB Rental, Ltd. See note 32 for details.
The recoverable amount was determined based on the fair value less costs of disposal approach using a discounted cash flow model. The fair value measurement is categorized within Level 3 of the fair value hierarchy. The model included forecasted cash flows based on updated financial plans prepared by management covering a five-year period taking into consideration future investments and expansion activities that will enhance the performance of the assets of the CGU and the following key assumptions:
- |
Expected EBITDA as a percentage of revenues for the CGU of 12.7% for the remainder of 2024, 15.8% in 2025, 19.3% in 2026, 19.9% in 2027, 20.7% in 2028 and 21.5% in 2029 and thereafter. |
- |
Expected working capital cash absorption ratio for the CGU of 20% of annual incremental sales increases. |
- |
Expected annual capital expenditure needs for the CGU of $56,500 for the remainder of 2024, $126,000 in 2025, $346,800 in 2026, $594,259 in 2027, $229,820 in 2028, $234,310 in 2029 and $238,876 annually thereafter. |
The discounted cash flow model was established using a post-tax discount rate of 28.0% based on the weighted average cost of capital calculated using observable market-based inputs or benchmark of a sample of representative publicly traded companies. The terminal growth rate of 2% used is based on published long-term growth rates. Any reasonable negative change in these key assumptions could cause additional impairment of the CGU.
In prior periods, management had based its selection of assumptions upon its assessment of the ability of the CGU to maintain the levels of growth and profitability experienced during the COVID-19 pandemic, despite the unfavourable weather conditions experienced in its key markets over the course of the fiscal year ended August 31, 2023. However, continued unfavourable weather conditions and a recent general downturn in the boating industry have had a negative impact on the CGU’s revenues and EBITDA over the first six months of the current fiscal year. In addition, management’s attempts to sell all or a portion of the Company’s boat rental operation over the current quarter have been largely unsuccessful, indicating a possible decline in value of the CGU. Therefore, the impairment charge was the result of management’s revised assumptions related to revenues and the expected EBITDA as a percentage of sales taking into account the current economic environment.
Annual goodwill impairment test as at August 31, 2024
During the three-month period ended August 31, 2024, the Company conducted its annual impairment test on the carrying value of the goodwill associated with the boat rental operation CGU in accordance with the requirements under IFRS. As a result of this analysis, the Company determined that the carrying amount of the goodwill associated with the boat rental operation CGU exceeded its recoverable amount and, accordingly, the Company recorded an additional goodwill impairment loss of $3,222,799 for the fiscal year ended August 31, 2024, which was recognized during the three-month period ended August 31, 2024. As a result of this loss, the carrying amount of the goodwill associated with this CGU has been reduced to nil as at August 31, 2024 (August 31, 2023 - $7,152,524).
21
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
The recoverable amount was determined based on the fair value less costs of disposal approach using a discounted cash flow model. The fair value measurement is categorized within Level 3 of the fair value hierarchy. The model included revised forecasted cash flows based on updated financial plans prepared by management covering a five-year period taking into consideration the performance of the CGU since the previous impairment test conducted as at February 29, 2024. The following key assumptions were used:
- |
Expected EBITDA as a percentage of revenues for the CGU of -11% in 2025, 4% in 2026, and 10% in 2027 and thereafter. |
- |
Expected working capital cash absorption ratio for the CGU of 10% of annual incremental sales increases. |
- |
Expected annual capital expenditure needs for the CGU of $185,000 in 2025, $98,040 in 2026, $47,000 in 2027, $63,000 in 2028, $71,000 in 2029 and $71,680 annually thereafter. |
The discounted cash flow model was established using a post-tax discount rate of 29.0% based on the weighted average cost of capital calculated using observable market-based inputs or benchmark of a sample of representative publicly traded companies. The terminal growth rate of 2% used is based on published long-term growth rates.
When reviewing the performance of the boat rental operation CGU since the sale of EB Rental, Ltd. (note 29), management determined that the forecasted cash flows used for the impairment test as at February 29, 2024 were overly optimistic. Specifically, management revised downward the forecasted revenues and EBITDA in future periods due to continued unfavourable weather conditions, particularly in the peak summer months. It has now become more likely than not that such weather conditions will be the norm rather than an anomaly as was determined in the past. In addition, the boat rental operation at Palm Beach, Florida has also had to deal with more days of high winds and tides due to its closer proximity to the ocean which has resulted in its inability to operate on those days. Finally, the opening of the Dania Beach, Florida facility has been delayed by a further three months than previously forecasted which had a negative impact on the forecasted cash flows. Therefore, as a result of these new factors, management revised its assumptions related to revenues and the expected EBITDA as a percentage of sales which resulted in the goodwill impairment loss.
8. Trade and other receivables
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Trade receivables |
|
424,686 |
|
19,437 |
Sales taxes receivable |
|
52,518 |
|
77,289 |
Other receivables |
|
5,980 |
|
6,050 |
|
|
483,184 |
|
102,776 |
Trade receivable disclosed above include amounts that are past due at the end of the reporting period for which the Company has not recognized an allowance for expected credit losses because there has not been a significant change in credit quality and the amounts are still considered recoverable.
As at August 31, 2025, trade receivables of $424,686 (2024 – $19,437) were past due but not impaired. They relate to customers with no default history. The aging analysis of these receivables is as follows:
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
0 – 30 |
|
83,975 |
|
— |
31 – 60 |
|
42,775 |
|
16,013 |
61 – 90 |
|
— |
|
— |
91 and over |
|
297,936 |
|
3,424 |
|
|
424,686 |
|
19,437 |
22
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
There were no movements in the allowance for expected credit losses for the fiscal years ended August 31, 2025 and August 31, 2024.
9. Inventories
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Raw materials |
|
6,037,481 |
|
4,044,871 |
Work-in-process |
|
1,570,095 |
|
284,610 |
Finished goods |
|
29,264,071 |
|
273,059 |
|
|
36,871,647 |
|
4,602,540 |
For the year ended August 31, 2025, inventories recognized as an expense amounted to $9,066,062 (2024 – $1,688,107; 2023 – $2,995,504).
For the year ended August 31, 2025, cost of sales includes depreciation of $37,177 (2024 – $140,150; 2023 - $350,494).
For the year ended August 31, 2025, prepaid expenses included deposits to suppliers for future inventory purchases of $2,693,822 (2024 – $1,325,647).
10. Investment in Limestone
On May 14, 2021, the Company subscribed for and purchased 3,400 senior unsecured subordinated convertible debentures of The Limestone Boat Company Limited (“Limestone”), a publicly traded company listed under the trading symbol “BOAT” on the TSX Venture Exchange (the “Debentures”), for an aggregate amount of $2,807,829.
The Debentures bear interest at a rate of 10% per annum, payable annually in arrears, and have a 36-month term (the “Term”). The Debentures are convertible at any time at the option of the Company into common shares of Limestone (“Common Shares”) at a conversion price of $0.30 (C$0.36) per Common Share (the “Conversion Price”). If at any time following 120 days from the date of issuance of the Debentures (the “Closing Date“) and prior to the date that is 30 days prior to the end of the Term, the volume weighted average closing price of the Common Shares on the TSX Venture Exchange, or such other exchange on which the Common Shares may be listed, is equal to or higher than $0.41 (C$0.50) per Common Share for 20 consecutive trading days, Limestone may notify the Company that the Debentures will be automatically converted into Common Shares at the Conversion Price 30 days following the date of such notice.
The Debentures are carried at fair value through profit and loss and are considered as Level 2 financial instruments in the fair value hierarchy.
On January 20, 2023, Limestone announced that Limestone’s U.S. subsidiaries filed for voluntary petitions for relief under Chapter 7 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Middle District of Tennessee. As a result, the Company recorded an impairment on the entire value of the Debentures at the amount $1,958,514 for the year ended August 31, 2023.
For the year ended August 31, 2025, the Company recorded a gain of nil (2024 - nil; 2023 – $65,996) for the change in fair value of the Debentures and interest income of nil (2024 - nil; 2023 - $84,167) in net loss as a net financial income (expense).
On July 18, 2023, the Company agreed with Limestone to convert the Debentures into common shares of Limestone at a conversion price of $0.054 (C$0.071), which was approved by the shareholders of Limestone and awaiting the issuance of the Company’s shareholder certificate. The Company maintained the fair value of its investment in Limestone at nil as at August 31, 2025.
23
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
11. Right-of-use assets
|
|
|
|
|
|
|
|
|
|
|
Premises |
|
Moulds |
|
Rolling stock |
|
Total |
|
|
$ |
|
$ |
|
$ |
|
$ |
Cost |
|
|
|
|
|
|
|
|
Balance at August 31, 2023 |
|
2,873,616 |
|
— |
|
34,033 |
|
2,907,649 |
Additions |
|
— |
|
49,983 |
|
126,037 |
|
176,020 |
Disposals |
|
(1,636,611) |
|
— |
|
— |
|
(1,636,611) |
Deconsolidation on sale of subsidiary |
|
(1,130,225) |
|
— |
|
(34,033) |
|
(1,164,258) |
Currency translation |
|
— |
|
— |
|
— |
|
— |
Balance at August 31, 2024 |
|
106,780 |
|
49,983 |
|
126,037 |
|
282,800 |
Additions |
|
— |
|
— |
|
87,604 |
|
87,604 |
Disposals |
|
— |
|
— |
|
(57,747) |
|
(57,747) |
Business acquisition |
|
8,120,517 |
|
— |
|
— |
|
8,120,517 |
Currency translation |
|
— |
|
(799) |
|
(1,471) |
|
(2,270) |
Balance at August 31, 2025 |
|
8,227,297 |
|
49,184 |
|
154,423 |
|
8,430,904 |
|
|
|
|
|
|
|
|
|
Accumulated Depreciation |
|
|
|
|
|
|
|
|
Balance at August 31, 2023 |
|
1,100,053 |
|
— |
|
23,633 |
|
1,123,686 |
Depreciation |
|
388,010 |
|
6,248 |
|
52,793 |
|
447,051 |
Disposals |
|
(903,909) |
|
— |
|
— |
|
(903,909) |
Deconsolidation on sale of subsidiary |
|
(546,336) |
|
— |
|
(31,011) |
|
(577,347) |
Balance at August 31, 2024 |
|
37,818 |
|
6,248 |
|
45,415 |
|
89,481 |
Depreciation |
|
241,431 |
|
24,535 |
|
53,075 |
|
319,041 |
Disposals |
|
— |
|
— |
|
(24,061) |
|
(24,061) |
Business acquisition |
|
976,122 |
|
— |
|
— |
|
976,122 |
Balance at August 31, 2025 |
|
1,255,371 |
|
30,783 |
|
74,429 |
|
1,360,583 |
Net carrying amount |
|
|
|
|
|
|
|
|
As at August 31, 2024 |
|
68,962 |
|
43,735 |
|
80,622 |
|
193,319 |
As at August 31, 2025 |
|
6,971,926 |
|
18,401 |
|
79,994 |
|
7,070,321 |
During the year ended August 31, 2025, the Company acquired NVG which resulted in the acquisition of the subsidiary’s right-of-use assets. As a result, the Company acquired right-of-use assets with a net book value of $7,144,395 (note 6).
During the year ended August 31, 2024, the Company sold its subsidiary EB Rental, Ltd., which resulted in the deconsolidation of the subsidiary’s right-of-use assets. As a result, the Company deconsolidated right-of-use assets with a net book value of $586,911 (note 32).
24
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
12. Property and equipment
|
|
Machinery |
|
|
|
Office |
|
|
|
|
|
|
|
|
|
|
and |
|
Rolling |
|
equipment & |
|
|
|
Leasehold |
|
Boat |
|
|
|
|
equipment |
|
stock |
|
furnishings |
|
Moulds |
|
improvements |
|
rental fleet |
|
Total |
|
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at August 31, 2023 |
|
301,856 |
|
39,727 |
|
19,209 |
|
699,544 |
|
268,962 |
|
891,722 |
|
2,221,020 |
Additions |
|
22,863 |
|
2,289 |
|
— |
|
175,416 |
|
7,412 |
|
236,447 |
|
444,427 |
Disposals |
|
— |
|
(6,573) |
|
— |
|
(46,425) |
|
— |
|
(267,498) |
|
(320,496) |
Transferred to inventory |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(113,000) |
|
(113,000) |
Deconsolidation on sale of subsidiary |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(533,982) |
|
(533,982) |
Currency translation |
|
401 |
|
30 |
|
19 |
|
2,004 |
|
599 |
|
761 |
|
3,814 |
Balance at August 31, 2024 |
|
325,120 |
|
35,473 |
|
19,228 |
|
830,539 |
|
276,973 |
|
214,450 |
|
1,701,783 |
Additions |
|
185,167 |
|
— |
|
4,379 |
|
— |
|
32,853 |
|
4,948 |
|
227,347 |
Disposals |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Transferred to inventory |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(86,455) |
|
(86,455) |
Business acquisition |
|
2,367,675 |
|
758,754 |
|
392,113 |
|
— |
|
311,969 |
|
— |
|
3,830,511 |
Currency translation |
|
(2,146) |
|
(152) |
|
(47) |
|
(13,072) |
|
(2,121) |
|
(3,833) |
|
(21,371) |
Balance at August 31, 2025 |
|
2,875,816 |
|
794,075 |
|
415,673 |
|
817,467 |
|
619,674 |
|
129,110 |
|
5,651,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at August 31, 2023 |
|
179,068 |
|
26,532 |
|
13,332 |
|
85,062 |
|
85,572 |
|
59,083 |
|
448,649 |
Depreciation |
|
28,554 |
|
3,389 |
|
3,242 |
|
30,353 |
|
75,358 |
|
49,868 |
|
190,764 |
Disposals |
|
— |
|
(2,765) |
|
— |
|
(540) |
|
— |
|
(27,905) |
|
(31,210) |
Transferred to inventory |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(15,606) |
|
(15,606) |
Deconsolidation on sale of subsidiary |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(60,796) |
|
(60,796) |
Balance at August 31, 2024 |
|
207,622 |
|
27,156 |
|
16,574 |
|
114,875 |
|
160,930 |
|
4,644 |
|
531,801 |
Depreciation |
|
102,318 |
|
27,476 |
|
21,867 |
|
32,409 |
|
94,793 |
|
22,736 |
|
301,599 |
Disposals |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Transferred to Inventory |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(5,325) |
|
(5,325) |
Business acquisition |
|
758,843 |
|
476,157 |
|
196,172 |
|
— |
|
85,513 |
|
— |
|
1,516,685 |
Balance at August 31, 2025 |
|
1,068,783 |
|
530,789 |
|
234,613 |
|
147,284 |
|
341,236 |
|
22,055 |
|
2,344,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at August 31, 2024 |
|
117,498 |
|
8,317 |
|
2,654 |
|
715,664 |
|
116,043 |
|
209,806 |
|
1,169,982 |
As at August 31, 2025 |
|
1,807,033 |
|
263,286 |
|
181,060 |
|
670,183 |
|
278,438 |
|
107,055 |
|
3,307,055 |
During the year ended August 31, 2025, the Company acquired NVG which resulted in the acquisition of the subsidiary’s property and equipment. As a result, the Company acquired property and equipment with a net book value of $2,313,826 (note 6).
During the year ended August 31, 2024, the Company sold its subsidiary EB Rental, Ltd., which resulted in the deconsolidation of the subsidiary’s property and equipment. As a result, the Company deconsolidated property and equipment with a net book value of $473,186 (note 32).
25
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
13. Intangible assets
|
|
Intellectual |
|
|
|
|
|
Trade |
|
|
|
|
|
|
|
|
Property |
|
Software |
|
Patents |
|
name |
|
Backlog |
|
Website |
|
Total |
|
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at August 31, 2023 |
|
770,363 |
|
76,026 |
|
— |
|
77,327 |
|
62,794 |
|
14,872 |
|
1,001,382 |
Additions |
|
— |
|
— |
|
46,932 |
|
— |
|
— |
|
— |
|
46,932 |
Currency translation |
|
1,862 |
|
155 |
|
— |
|
8 |
|
— |
|
— |
|
2,025 |
Balance at August 31, 2024 |
|
772,225 |
|
76,181 |
|
46,932 |
|
77,335 |
|
62,794 |
|
14,872 |
|
1,050,339 |
Additions |
|
— |
|
— |
|
99,407 |
|
— |
|
— |
|
— |
|
99,407 |
Business acquisition |
|
— |
|
— |
|
— |
|
270,448 |
|
— |
|
— |
|
270,448 |
Currency translation |
|
(7,542) |
|
270 |
|
(1,403) |
|
26 |
|
— |
|
— |
|
(8,649) |
Balance at August 31, 2025 |
|
764,683 |
|
76,451 |
|
144,936 |
|
347,809 |
|
62,794 |
|
14,872 |
|
1,411,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at August 31, 2023 |
|
199,640 |
|
28,627 |
|
— |
|
26,590 |
|
28,258 |
|
5,206 |
|
288,321 |
Depreciation |
|
76,723 |
|
9,577 |
|
947 |
|
15,465 |
|
12,559 |
|
2,974 |
|
118,245 |
Balance at August 31, 2024 |
|
276,363 |
|
38,204 |
|
947 |
|
42,055 |
|
40,817 |
|
8,180 |
|
406,566 |
Depreciation |
|
82,806 |
|
10,337 |
|
8,464 |
|
26,182 |
|
12,560 |
|
2,976 |
|
143,325 |
Impairment loss |
|
380,457 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
380,457 |
Balance at August 31, 2025 |
|
739,626 |
|
48,541 |
|
9,411 |
|
68,237 |
|
53,377 |
|
11,156 |
|
930,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at August 31, 2024 |
|
495,862 |
|
37,977 |
|
45,985 |
|
35,280 |
|
21,977 |
|
6,692 |
|
643,773 |
As at August 31, 2025 |
|
25,057 |
|
27,910 |
|
135,525 |
|
279,572 |
|
9,417 |
|
3,716 |
|
481,197 |
During the fiscal year ended August 31, 2025, the Company completed seven (2024 – five) patent applications for a cash consideration of $99,407 (2024 - $46,932).
During the year ended August 31, 2025, the Company acquired NVG which resulted in the recognition of the subsidiary’s brand name as an intangible asset valued at $270,448 (note 6).
During the year ended August 31, 2025, the Company identified indicators of impairment relating to the intellectual property (“IP”) associated with its E-Motion™ Electric Powertrain System. The impairment is primarily due to the limited historical revenues generated from this technology and updated cash flow projections. In accordance with IAS 36, Impairment of Assets, the Company estimated the recoverable amount of the IP as the higher of value-in-use and fair value less costs of disposal. In addition, the Company performed a calculation of the recoverable amount using an income approach under the relief-from-royalty method. Based on this analysis, the recoverable amount of the IP was determined to be $25,057, compared to a carrying amount of $411,690, resulting in the recognition of an impairment loss of $380,457 during the year. The impairment has been recorded in profit or loss.
14. Credit facility
The Company had an authorized line of credit of $181,924 (C$250,000), renewable annually, bearing interest at prime rate plus 1%, secured by a first ranking movable hypothec of $545,772 (C$750,000) on all present and future accounts receivable and inventory. Effective March 31, 2024, the line of credit was not renewed and closed. As at August 31, 2025, the Company has drawn an amount of nil (2024 – nil; 2023 - $114,518) on the line of credit.
26
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
15. Trade and other payables
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Trade payables |
|
8,050,660 |
|
2,878,378 |
Related party interest payable (note 21) |
|
6,058 |
|
— |
Salaries, vacation and other employee benefits payables |
|
551,072 |
|
455,480 |
|
|
8,607,790 |
|
3,333,858 |
16. Contract liabilities
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Opening balance |
|
613,477 |
|
1,341,508 |
Payments received in advance |
|
12,195,155 |
|
679,903 |
Payments reimbursed |
|
(16,000) |
|
— |
Transferred to revenues |
|
(11,781,960) |
|
(732,304) |
Business acquisition |
|
4,675,341 |
|
— |
Deconsolidation on sale of subsidiary |
|
— |
|
(677,535) |
Currency translation |
|
(11,143) |
|
1,905 |
Closing balance |
|
5,674,870 |
|
613,477 |
17. Lease liabilities
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Opening balance |
|
192,566 |
|
1,951,824 |
Additions |
|
87,604 |
|
176,020 |
Repayment |
|
(492,496) |
|
(480,199) |
Interest on lease liability |
|
41,478 |
|
85,676 |
Lease termination |
|
(34,926) |
|
(860,313) |
Business acquisition |
|
7,213,676 |
|
— |
Deconsolidation on sale of subsidiary |
|
— |
|
(683,804) |
Currency translation |
|
(2,311) |
|
3,362 |
Closing balance |
|
7,005,591 |
|
192,566 |
|
|
|
|
|
Current |
|
1,666,853 |
|
90,488 |
Non-current |
|
5,338,738 |
|
102,078 |
|
|
7,005,591 |
|
192,566 |
Future undiscounted lease payments as at August 31, 2025 are as follows:
|
|
$ |
Less than one year |
|
2,239,361 |
One to five years |
|
6,212,573 |
|
|
8,451,934 |
Included in rent expense is $736,509 of short-term lease expense (2024 – $673,136, 2023 - $94,698). The lease liabilities have a weighted average interest rate of 7.93% (2024 – 5.01%, 2023 – 5.79%).
18. Floor plan financing
The Company finances most of its new and certain of its used boat inventory through standardized floor plan facilities with either various financial institutions and manufacturer-affiliated finance companies or directly with individual manufacturer-affiliated finance companies and other lending institutions.
27
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
The new and used boat floor plan facilities bear interest at variable rates based on either SOFR or prime rates, depending on the lender arrangement. The weighted average interest rate on floor plan facilities was 9.7% as of August 31, 2025. The new and used boat floor plan facilities are collateralized by boat inventory and other assets. The vehicle floor plan facilities contain a number of covenants, including, among others, covenants restricting the Company with respect to the creation of liens and changes in ownership, officers and key management personnel.
Prior to the Acquisition Date (note 6), NVG had not been compliant with all covenants of its floor plan and mortgage lenders due to the change of ownership when NVG purchased 86% of the shares held by a founding shareholder in 2023 as well as the change of ownership that has occurred with acquisition of 100% of NVG by the Company. In addition, NVG had not been compliant with the covenant requiring threshold Debt Service Coverage Ratios due to the reduced margins throughout 2024 caused by excessive dealer inventory levels, fierce competition and high floor plan interest triggering technical defaults with five of its lenders, namely:
| ● | Wells Fargo Commercial Finance |
| ● | Bank of Montreal (BMO) |
| ● | Valley National Bank |
| ● | Shore Premier/Centennial Bank |
| ● | Northpoint Commercial Finance |
At the Acquisition Date, all of the above lenders, except for Wells Fargo Commercial Finance, had consented to the change of ownership and signed forbearance agreements as the Company regains profitability and updates documentation with all lenders post-acquisition. The floor plan owed to Wells Fargo Commercial Finance in the amount of $1,907,751 was assumed by one of the Company’s suppliers, Beneteau Group.
The table below summarizes the movement in the floor plan financing during the fiscal years ended August 31, 2025 and 2024:
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Opening balance |
|
— |
|
— |
Proceeds received from floor plan lenders |
|
1,069,341 |
|
— |
Payments reimbursed to floor plan lenders |
|
(10,531,983) |
|
— |
Business acquisition |
|
41,974,306 |
|
— |
Closing balance |
|
32,511,664 |
|
— |
19. Long-term debt
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Term loans, bearing interest at rates varying between 9.44% and 13.87%, repayable in monthly instalments of $13,609, ending December 2026 |
|
189,864 |
|
339,960 |
Equipment loan bearing interest at 7% per annum repayable in monthly instalments of $8,154 maturing July 11, 2030 |
|
397,680 |
|
— |
Equipment loan bearing interest at 6.75% per annum repayable in monthly instalments of $15,947 maturing June 1, 2030 |
|
775,740 |
|
— |
Promissory note bearing interest at variable rates repayable in monthly instalments of $25,000 maturing May 15, 2026 |
|
200,042 |
|
— |
Small Business Administration interest-free loan bearing repayable in monthly instalments of $1,000 |
|
149,029 |
|
— |
Equipment loans from First Horizon Bank averaging interest at 4.53% with varying maturities extending between September 2025 and January 2028 |
|
252,795 |
|
— |
Automobile loans bearing interest at rates varying between 0% to 1.9% per annum extending between May 2026 and February 2028 |
|
65,845 |
|
— |
|
|
2,030,995 |
|
339,960 |
Current portion of long-term debt |
|
657,110 |
|
75,159 |
|
|
1,373,885 |
|
264,801 |
28
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
20. Derivative liabilities
Warrants issued to common shareholders
On January 19, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 412 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of $5,683.50.
On February 17, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 353 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of $5,683.50.
On April 19, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 283 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of $5,683.50.
On June 16, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 367 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of $5,467.50.
On August 2, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 368 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of $5,467.50.
On September 20, 2023, as part of a share subscription (note 23), the Company issued warrants with the option to purchase 277 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of $5,467.50.
On December 13, 2023, the Company agreed to reduce the exercise price of 2,060 of its previously issued warrants to $1,417.50. For the fiscal year ended August 31, 2025, the Company recorded a loss of nil (2024 - $652,766) related to the re-pricing of these instruments in net finance income (note 25).
On January 14, 2025, as part of a share subscription (note 23), the Company issued warrants with the option to purchase 235,320 Voting Common Shares of the Company for a period of five and a half years from the grant date at an exercise price of $15.00.
The table below lists the assumptions used to determine the fair value of these warrant grants or issuances. Volatility is based on the historical share price volatility of the Company and other public companies with characteristics similar to the Company.
|
|
Original |
|
|
|
|
|
Risk-free |
|
|
|
|
Exercise |
|
Market |
|
Expected |
|
interest |
|
Expected |
|
|
price |
|
price |
|
volatility |
|
rate |
|
life |
Issuance date |
|
$ |
|
$ |
|
% |
|
% |
|
[years] |
January 19, 2023 |
|
5,683.50 |
|
5,683.50 |
|
100 |
|
3.4 |
|
3 |
February 17, 2023 |
|
5,683.50 |
|
6,061.50 |
|
100 |
|
4.0 |
|
3 |
April 19, 2023 |
|
5,683.50 |
|
5,595.75 |
|
75 |
|
3.9 |
|
3 |
June 16, 2023 |
|
5,467.50 |
|
5,616.00 |
|
75 |
|
4.1 |
|
3 |
August 2, 2023 |
|
5,467.50 |
|
5,184.00 |
|
75 |
|
4.8 |
|
3 |
September 20, 2023 |
|
5,467.50 |
|
4,428.00 |
|
75 |
|
4.8 |
|
3 |
January 14, 2025 |
|
15.00 |
|
14.00 |
|
99 |
|
4.4 |
|
5.5 |
|
|
|
|
Number of |
|
Weighted average |
|
|
Revised |
|
warrants |
|
remaining |
|
|
Exercise price |
|
outstanding |
|
contractual life |
Issuance date |
|
$ |
|
# |
|
[years] |
January 19, 2023 |
|
1,417.50 |
|
412 |
|
0.39 |
February 17, 2023 |
|
1,417.50 |
|
353 |
|
0.47 |
April 19, 2023 |
|
1,417.50 |
|
283 |
|
0.63 |
June 16, 2023 |
|
1,417.50 |
|
367 |
|
0.79 |
August 2, 2023 |
|
1,417.50 |
|
368 |
|
0.92 |
September 20, 2023 |
|
1,417.50 |
|
277 |
|
1.05 |
January 14, 2025 |
|
15.00 |
|
235,320 |
|
4.88 |
29
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
As at August 31, 2025, the derivative liabilities related to the warrants issued to common shareholders amounted to $125,227 (2024 – $22,655). For the fiscal year ended August 31, 2025, the Company allocated transaction costs of $343,164 related to the warrants issued to common shareholders during the period, which were recorded in net finance expense (income) (2024 - $109,898) (note 25).
The table below summarizes the movement in the derivative liabilities related to the warrants issued to common shareholders during the fiscal years ended August 31, 2025 and 2024:
|
|
As at |
|
As at |
|
|
August 31, |
|
August 31, |
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Opening balance |
|
22,655 |
|
4,106,998 |
Additions |
|
2,215,564 |
|
570,336 |
Effect on fair value of repricing of warrants |
|
— |
|
652,745 |
Change in estimate of fair value |
|
(2,181,781) |
|
(5,286,706) |
Currency translation |
|
68,789 |
|
(20,718) |
Closing balance |
|
125,227 |
|
22,655 |
For the fiscal year ended August 31, 2025, the Company recorded a gain of $2,181,781 related to the valuation of these instruments in net finance expense (income) (2024 - $5,286,706) (note 25).
Series A Convertible Preferred Shares
On December 13, 2023, the Company authorized the issuance of Series A Convertible Preferred Shares. This class of shares ranked senior to the Voting Common Shares but retained no voting rights. They had a stated value of $1,000 per share and were convertible into Voting Common Shares of the Company at the election of the holder at any time at a price of $1,417.50 per share, exercise price subject to adjustment. The Series A Convertible Preferred Shares were convertible at the election of its holder into that number of Voting Common Shares determined by dividing its stated value (plus any and all other amounts which may be owing in connection therewith) by the exercise price, subject to certain beneficial ownership limitations which prohibited any holder from converting into an amount of Voting Common Shares that would cause such holder to beneficially own more than 4.99% of the then outstanding Voting Common Shares). On the one-year anniversary of the original issuance date, the Series A Convertible Preferred Shares automatically converted into Voting Common Shares at the lesser of the then exercise price, and 80% of the average volume-weighted average price of the Company’s Voting Common Shares during the five trading days ending on, and including, such date. The conversion price for the Series A Convertible Preferred Shares had a floor of $405.00. The holder also received 1 warrant to purchase Voting Common Shares per $1,000 stated value of the Series A Convertible Preferred Shares held that are exercisable for a period of 5 years from the issuance date at a price of $1,417.50 per share. In addition, the holder received an option to purchase one additional Series A Convertible Preferred Share and 1 warrant to purchase Voting Common Shares per each Series A Convertible Preferred Share held for a period of 6 months from the issuance date at the stated value of $1,000.
On December 21, 2023, the Company issued 3,000 Series A Convertible Preferred Shares and 2,124 warrants to purchase Voting Common Shares for a total cash consideration of $3,000,000. For the fiscal year ended August 31, 2025, the Company incurred transaction costs of nil related to this issuance, which were recorded in net finance expense (income) (2024 -$452,398) (note 25).
During the fiscal year ended August 31, 2024, 650 Series A Convertible Preferred Shares were converted into 1,165 Voting Common Shares at a value of $199,069 (note 22).
On August 16, 2024, 2,124 warrants to purchase Voting Common Shares issued to Series A Convertible Preferred shareholders were exchanged for 4,186 Voting Common Shares and 48 Pre-Funded Warrants (note 22). As a result of this transaction, the Company recorded a loss of $1,261,296 in net finance income with a corresponding increase in Capital Stock in the fiscal year ended August 31, 2024.
During the fiscal year ended August 31, 2025, 400 Series A Convertible Preferred Shares were converted into 988 Voting Common Shares at a value of $100,610 (note 22).
30
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
On December 21, 2024, the Company forced the conversion of 1,950 Series A Convertible Preferred Shares into 4,821 Common Shares at a value of $71,784 (note 22).
Given the variability associated with the various components of this instrument, these instruments were recorded as derivative liabilities and will be subject to fair value adjustments at the issuance date and at subsequent balance sheet dates. The fair value was determined using the Monte Carlo simulation run under the Geometric Brownian Motion. Since the fair value is based on valuation using unobservable market inputs, the Company did not recognize the loss on initial recognition. The difference between the fair value at initial recognition and the transaction price was deferred and is recognized over time based on the individual terms of each financial instrument. This difference determined was due to delays in negotiations, the changes in the capital market and the Company’s liquidity situation.
The table below summarizes the movement in the derivative liabilities related to the Series A Convertible Preferred Shares including the related warrants and option to purchase additional Series A Convertible Preferred Shares and related warrants during the fiscal years ended August 31, 2025 and 2024:
|
|
As at |
|
As at |
|
|
August 31, |
|
August 31, |
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Opening balance |
|
514,589 |
|
— |
Fair value at issuance |
|
— |
|
8,998,800 |
Deferred loss at issuance |
|
— |
|
(5,998,800) |
Revaluation at the end of the period |
|
(901,504) |
|
(7,599,463) |
Amortization of the deferred loss during the period |
|
— |
|
5,385,601 |
Accelerated amortization of the deferred loss during the period |
|
576,209 |
|
— |
Voluntary conversions to Voting Common Shares during the period |
|
(100,610) |
|
(199,069) |
Forced conversions to Voting Common Shares during the period |
|
(71,784) |
|
— |
Currency translation |
|
(16,900) |
|
(72,480) |
Closing balance |
|
— |
|
514,589 |
For the fiscal year ended August 31, 2025, the Company recorded a gain of $325,295 related to the valuation of these instruments in net finance expense (income) (2024 - $2,213,862) (note 25).
Series B Convertible Preferred Shares
On December 13, 2023, the Company authorized the issuance of Series B Convertible Preferred Shares. This class of shares ranked senior to the Voting Common Shares but retained no voting rights. They had a stated value of $1,000 per share and were convertible into Voting Common Shares of the Company at the election of the holder at any time at a price of $1,417.50 per share, exercise price subject to adjustment. The Series B Convertible Preferred Shares were convertible at the election of its holder into that number of Voting Common Shares determined by dividing its stated value (plus any and all other amounts which may be owing in connection therewith) by the exercise price, subject to certain beneficial ownership limitations which prohibited any holder from converting into an amount of Voting Common Shares that would cause such holder to beneficially own more than 4.99% of the then outstanding Voting Common Shares). On the one-year anniversary of the original issuance date, the Series B Convertible Preferred Shares automatically converted into Voting Common Shares at the lesser of the then exercise price, and 80% of the average volume-weighted average price of the Company’s Voting Common Shares during the five trading days ending on, and including, such date. The conversion price for the Series B Convertible Preferred Shares had a floor of $405.00. The holder also received 1 warrant to purchase Voting Common Shares per $1,000 stated value of the Series B Convertible Preferred Shares held that are exercisable for a period of 5 years from the issuance date at a price of $1,417.50 per share.
On January 17, 2024, the Company issued 3,000 Series B Convertible Preferred Shares and 2,117 warrants to purchase Voting Common Shares for a total cash consideration of $3,000,000. For the fiscal year ended August 31, 2025, the Company incurred transaction costs of nil related to this issuance, which were recorded in net finance expense (income) (2024 - $676,621) (note 25).
On January 17, 2025, the Company forced the conversion of 3,000 Series B Convertible Preferred Shares into 7,408 Common Shares at a value of $136,298 (note 22).
31
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
Given the variability associated with the various components of this instrument, these instruments were recorded as derivative liabilities and will be subject to fair value adjustments at the issuance date and at subsequent balance sheet dates. The fair value was determined using the Monte Carlo simulation run under the Geometric Brownian Motion. Since the fair value is based on valuation using unobservable market inputs, the Company did not recognize the loss on initial recognition. The difference between the fair value at initial recognition and the transaction price was deferred and is recognized over time based on the individual terms of each financial instrument. This difference determined was due to delays in negotiations, the changes in the capital market and the Company’s liquidity situation.
The table below summarizes the movement in the derivative liabilities related to the Series B Convertible Preferred Shares including the related warrants during the fiscal years ended August 31, 2025 and 2024:
|
|
As at |
|
As at |
|
|
August 31, |
|
August 31, |
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Opening balance |
|
1,078,936 |
|
— |
Fair value at issuance |
|
— |
|
4,651,800 |
Deferred loss at issuance |
|
— |
|
(1,651,800) |
Revaluation at the end of the period |
|
(1,482,319) |
|
(3,413,449) |
Amortization of the deferred loss during the period |
|
— |
|
1,231,325 |
Accelerated amortization of the deferred loss during the period |
|
580,881 |
|
276,881 |
Forced conversions to Voting Common Shares during the period |
|
(136,298) |
|
— |
Currency translation |
|
(40,527) |
|
(15,821) |
Closing balance |
|
673 |
|
1,078,936 |
For the fiscal year ended August 31, 2025, the Company recorded a gain of $1,482,319 related to the valuation of these instruments in net finance expense (income) (2024 - $2,182,124) (note 25).
With respect to the deferred loss at issuance, the portion of this balance that was applicable to the warrants issued to the Series B Convertible Preferred shareholders was written off completely at August 31, 2025 and 2024 because the amount of the deferred loss balance at each year-end exceeded the fair value attributable to these instruments at that date. As such, the Company recorded an accelerated loss of $580,881 on these warrants at August 31, 2025 (2024 - $276,881).
Purchase consideration – NVG acquisition
As part of the NVG acquisition (note 6), the Company entered into several financing instruments containing embedded conversion features. In accordance with IFRS 9, each convertible note was assessed to determine whether the conversion option was closely related to the debt host. As the conversion features were not considered closely related, each note was bifurcated into (i) a long-term debt host measured at amortized cost and (ii) an embedded derivative measured at FVTPL. In addition, the contingent share consideration was evaluated and classified as equity.
The Company recognized derivative liabilities in connection with the following instruments issued or expected to be issued to Roger Moore, a related party (note 21):
| ● | Initial Convertible Note – Issued on June 20, 2025 with a face amount of $4.0 million and convertible into Voting Common Shares at a fixed exercise price of $8.624. |
| ● | Subsequent Convertible Note – Expected to be issued for $2.0 million, subject to the resolution of certain legal claims. A probability-weighted approach was applied in measuring the related components. It will be convertible into Voting Common Shares at a fixed exercise price of $8.624. |
| ● | Real Estate Note – Expected to be issued for $2.0 million contingent on completion of specific real estate transactions. It will be convertible into Voting Common Shares at a fixed exercise price of $8.624. |
32
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
| ● | Share Consideration – Up to 255,012 Voting Common Shares contingently issuable upon completion of real estate transactions. |
At June 20, 2025, the embedded conversion options within the three notes were valued using a Black-Scholes option pricing model, taking into account expected volatility, risk-free rates, remaining terms, and the fixed conversion price. The corresponding debt hosts were measured using credit-adjusted market discount rates. The contingent Share Consideration was measured at the Company’s closing share price on June 20, 2025 of $7.84, adjusted for a discount for lack of marketability of 25%. As the Share Consideration meets the definition of an equity-settled instrument, it was recorded in Contributed Surplus.
Given the variability associated with the various components of these instruments, they were recorded as debt hosts and derivative liabilities and will be subject to fair value adjustments at the issuance date and at subsequent balance sheet dates.
The allocation between debt hosts and embedded derivatives at June 20, 2025 is as follows:
|
|
Debt Host |
|
Derivative Liability |
|
|
$ |
|
$ |
Initial Convertible Note |
|
3,282,369 |
|
2,319,565 |
Subsequent Convertible Note |
|
695,572 |
|
540,026 |
Real Estate Note |
|
1,376,954 |
|
1,168,059 |
|
|
5,354,895 |
|
4,027,650 |
The allocation between debt hosts and embedded derivatives at August 31, 2025 is as follows:
|
|
Debt Host |
|
Derivative Liability |
|
|
$ |
|
$ |
Initial Convertible Note |
|
3,111,810 |
|
205,065 |
Subsequent Convertible Note |
|
653,262 |
|
56,261 |
Real Estate Note |
|
1,283,434 |
|
123,012 |
|
|
5,048,506 |
|
384,338 |
The table below summarizes the movement in the derivative liabilities related to the purchase consideration instruments during the fiscal years ended August 31, 2025 and 2024:
|
|
As at |
|
As at |
|
|
August 31, 2025 |
|
August 31, 2024 |
|
|
$ |
|
$ |
Opening balance |
|
— |
|
— |
Fair value at issuance |
|
4,027,650 |
|
— |
Revaluation at the end of the period |
|
(3,643,312) |
|
— |
Closing balance |
|
384,338 |
|
— |
For the fiscal year ended August 31, 2025, the Company recorded a gain of $52,305 related to the valuation of the debt hosts and a gain of $3,643,312 related to the valuation of the derivative liabilities in net finance expense (income) (2024 - nil) (note 25).
21. Related party transactions
Companies related through common ownership:
EB Rental Ltd. (prior to June 3, 2021)
7858078 Canada Inc. (prior to June 3, 2021)
Montana Strategies Inc. (prior to April 25, 2024)
Strategies EB Inc. (prior to April 25, 2024)
Key management personnel of the Company have control over the following entities:
California Electric Boat Company Inc.
33
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
Hurricane Corporate Services Ltd. (prior to March 1, 2024)
Mac Engineering SASU (prior to July 11, 2025)
Marine Ventures LLC (since June 20, 2025)
1925 Holiday Holdings LLC (since June 20, 2025)
300 US 1 Holdings LLC (since June 20, 2025)
Palm City Marine LLC (since June 20, 2025)
NVPB Marina Holdings LLC (since June 20, 2025)
NV FL 1440 Holdings LLC (since June 20, 2025)
NV FL Holdings LLC (since June 20, 2025)
Nautical Ventures South Inc. (since June 20, 2025)
Ultimate founder shareholders and their individually controlled entities
Alexandre Mongeon
Patrick Bobby
Robert Ghetti
9335-1427 Quebec Inc.
9519-0682 Quebec Inc.
Immobilier R. Ghetti Inc.
Société de Placement Robert Ghetti Inc.
The following table summarizes the Company’s related party transactions for the fiscal years ended August 31,:
|
|
2025 |
|
2024 |
|
2023 |
|
|
$ |
|
$ |
|
$ |
Expenses |
|
|
|
|
|
|
Research and development |
|
|
|
|
|
|
Mac Engineering, SASU |
|
997,479 |
|
2,028,793 |
|
405,416 |
Office salaries and benefits |
|
|
|
|
|
|
Montana Strategies Inc. |
|
— |
|
— |
|
21,481 |
Interest expense |
|
|
|
|
|
|
Roger Moore |
|
45,448 |
|
— |
|
— |
Rent expense |
|
|
|
|
|
|
California Electric Boat Company |
|
196,129 |
|
16,503 |
|
— |
Marine Ventures LLC |
|
148,032 |
|
— |
|
— |
Income booked through Contributed Surplus |
|
|
|
|
|
|
Management fees |
|
|
|
|
|
|
Marine Ventures LLC |
|
254,084 |
|
— |
|
— |
The Company leases its Boisbriand premises from California Electric Boat Company Inc. Prior to August 1, 2024, this lease was accounted for as a right-of-use asset and lease liability. However, on August 1, 2024, the lease was renegotiated for a one year term only and ceased to be accounted for as a right-of-use asset and lease liability. As such, as at August 31, 2025, the right-of-use asset for this lease was nil (August 31, 2024 – nil; August 31, 2023 – $939,014) and the lease liability was nil (August 31, 2024 – nil; August 31, 2023 – $1,031,202).
The following table summarizes the remuneration of directors and key management of the Company for the fiscal years ended August 31,:
|
|
2025 |
|
2024 |
|
2023 |
|
|
$ |
|
$ |
|
$ |
Wages |
|
1,106,020 |
|
1,364,939 |
|
1,817,918 |
Share-based payments – capital stock |
|
110,604 |
|
84,637 |
|
320,264 |
Share-based payments – stock options |
|
18,146 |
|
104,255 |
|
283,844 |
|
|
1,234,770 |
|
1,553,831 |
|
2,422,026 |
34
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
At the end of the year, the amounts due to and from related parties are as follows:
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Share subscription receivable |
|
|
|
|
9335-1427 Quebec Inc. |
|
18,193 |
|
18,530 |
Alexandre Mongeon |
|
10,333 |
|
10,526 |
|
|
28,526 |
|
29,056 |
|
|
|
|
|
Current advances due from related party |
|
|
|
|
Alexandre Mongeon |
|
— |
|
62,270 |
|
|
|
|
|
Amounts due to related parties included in trade and other payables |
|
|
|
|
Alexandre Mongeon |
|
16,946 |
|
63,859 |
Xavier Montagne |
|
— |
|
8,609 |
Raffi Sossoyan |
|
7,277 |
|
8,524 |
Roger Moore* |
|
19,520 |
|
— |
Daniel Rathe |
|
6,154 |
|
— |
California Electric Boat Company |
|
— |
|
146,662 |
Mac Engineering, SASU |
|
— |
|
746,083 |
|
|
49,897 |
|
973,737 |
|
|
|
|
|
*includes interest payable at August 31, 2025 of $6,058 (2024 - nil) |
|
|
|
|
|
|
|
|
|
Proceeds receivable from related parties |
|
|
|
|
Non-interest bearing demand note receivable from Marine Ventures LLC (note 6) |
|
3,422,154 |
|
— |
Contingent receivable from Marine Ventures LLC (note 6) |
|
6,967,763 |
|
— |
|
|
10,389,917 |
|
— |
|
|
|
|
|
Purchase consideration payable to related party |
|
|
|
|
Initial Convertible Note due to Roger Moore (note 6 and 20) |
|
3,111,810 |
|
— |
Subsequent Convertible Note due to Roger Moore (note 6 and 20) |
|
653,262 |
|
— |
Real Estate Note due to Roger Moore (note 6 and 20) |
|
1,283,484 |
|
— |
|
|
5,048,506 |
|
— |
Share subscription receivable, current advances due to related party and amounts due to related parties included in trade and other payables are non-interest bearing and have no specified terms of repayment.
22. Capital stock
Authorized
Voting Common Shares – Series Founder, Series Investor 1, Series Investor 2, voting and participating
Non-Voting Common Shares, non-voting
Preferred shares, without par value, non-cumulative annual dividend, redeemable at their issue price, non- participating, non-voting Pre-Funded Warrants, exercisable at the option of the holder into Voting Common Shares of the Company at an exercise price of C$0.001 on a one-for-one basis with no expiry date
35
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
|
|
As at |
|
As at |
|
|
August 31, |
|
August 31, |
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
4,907,137 Voting Common Shares (2024 – 16,350) |
|
67,116,420 |
|
42,001,705 |
48 Pre-Funded Warrants (2024 – 48) |
|
28,252 |
|
28,252 |
|
|
67,144,672 |
|
42,029,957 |
Subscription and issuance of Voting Common Shares
During the year ended August 31, 2024, the Company issued a total of 760 Voting Common Shares to third parties in exchange for marketing, management consulting services, and board fees provided to the Company valued at $928,016. For such transactions, the value of the services was paid for with shares, the number of shares being determined by dividing the value of the services provided by the price of the shares on the stock exchange at time of their issuance.
During the year ended August 31, 2024, the Company issued 277 Voting Common Shares and warrants to purchase Voting Common Shares, as part of the financing rounds for a total cash consideration price of $1,326,675, net of transaction costs of $183,449. The warrants issued are to purchase 277 Voting Common Shares of the Company for a period of three years from the issuance date at an exercise price at $1,417.50 (note 20).
During the year ended August 31, 2024, the Company issued a total of 1,165 Voting Common Shares upon the conversion of 650 Series A Convertible Preferred Shares (note 20).
On August 16, 2024, 2,124 warrants to purchase Voting Common Shares issued to Series A Convertible Preferred shareholders were exchanged for 4,186 Voting Common Shares and 48 Pre-Funded Warrants (Note 20).
On August 22, 2024, the Company implemented a reverse stock split, consolidating every 15 Voting Common shares into 1 Voting Common Share. As a result of the round up feature for fractional shares, the Company issued an additional 1,680 Voting Common Shares.
On October 8, 2024, the Company implemented a reverse stock split, consolidating every 9 Voting Common shares into 1 Voting Common Share. As a result of the round up feature for fractional shares, the Company issued an additional 19,512 Voting Common Shares.
During the year ended August 31, 2025, the Company issued a total of 86,160 Voting Common Shares to third parties in exchange for marketing, management consulting services, and board fees provided to the Company valued at $1,085,270. For such transactions, the value of the services was paid for with shares, the number of shares being determined by dividing the value of the services provided by the price of the shares on the stock exchange at time of their issuance.
During the year ended August 31, 2025, the Company issued a total of 988 Voting Common Shares upon the conversion of 400 Series A Convertible Preferred Shares (note 20).
On September 16, 2024, the Company issued 37,778 Voting Common Shares as part of a private placement offering for a total cash consideration price of $2,625,820, net of transaction costs of $774,180.
On December 21, 2024, the Company forced the conversion of 1,950 Series A Convertible Preferred Shares into 4,821 Common Shares at a value of $71,784 (note 20).
During the year ended August 31, 2025, the Company issued 447,816 Voting Common Shares as part of an “at the market” placement offering for a total cash consideration price of $11,068,553, net of transaction costs of $681,063.
36
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
On January 16, 2025, the Company issued 425,640 Voting Common Shares and 45,000 Pre-Funded Warrants as part of a private placement offering for a total cash consideration of $3,231,642, net of transaction costs of $435,794. In addition, the Company issued warrants to purchase 235,320 Voting Common Shares of the Company for a period of five years from the issuance date at an exercise price at $15.00 (note 20).
On January 17, 2025, the Company forced the conversion of 3,000 Series B Convertible Preferred Shares into 7,408 Common Shares at a value of $136,298 (note 20).
On March 31, 2025, the Company implemented a reverse stock split, consolidating every 10 Voting Common shares into 1 Voting Common Share. As a result of the round up feature for fractional shares, the Company issued an additional 65,664 Voting Common Shares.
On August 18, 2025, the Company issued 2,075,000 Voting Common Shares and 1,425,000 Pre-Funded Warrants as part of a private placement offering for a total cash consideration of $5,962,238, net of transaction costs of $1,037,762.
During the year ended August 31, 2025, 1,470,000 Pre-Funded Warrants were converted into 1,470,000 Voting Common Shares.
On May 16, 2025, the Company reached a settlement agreement resolving an outstanding legal claim related to certain of its Series A Convertible Preferred shareholders. As a result of this agreement, the Company agreed to issue up to 250,000 Voting Common Shares to these shareholders to settle the dispute. The settlement received court approval on August 13, 2025. As a result, the Company issued 250,000 Voting Common Shares to the plaintiffs at a value of $832,500. The corresponding expense was recorded in net finance expense (income) (note 26).
23. Share-based payments
Description of the plan
The Company has a fixed option plan. The Company’s stock option plan is administered by the Board of Directors. Under the plan, the Company’s Board of Directors may grant stock options to employees, advisors and consultants, and designates the number of options and the share price pursuant to the new options, subject to applicable regulations. The options, when granted, will have an exercise price of no less than the estimated fair value of shares at the date of grant.
Stock options
On multiple grant dates, the Company granted stock options at exercise prices varying between $6.61 and $16,003.13 per share to directors, officers, employees and consultants of the Company. The stock options will expire 5 to 10 years from the grant dates.
The Company recognizes share-based payments expense for option grants based on the fair value at the date of grant using the Black-Scholes valuation model. The share-based payments expense recognized for the year ended August 31, 2025 amounts to $39,790 (2024 - $162,301; 2023 - $843,784).
37
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
The table below lists the assumptions used to determine the fair value of these option grants. Volatility is based on the historical share price volatility of the Company and other public companies with characteristics similar to the Company.
|
|
Exercise |
|
|
|
Expected |
|
Risk-free |
|
|
|
|
price |
|
Market price |
|
volatility |
|
interest rate |
|
Expected life |
Grant date |
|
$ |
|
$ |
|
% |
|
% |
|
[years] |
October 23, 2020 |
|
3,634.84 |
|
3,634.84 |
|
97 |
|
0.4 |
|
5 |
November 24, 2020 |
|
16,003.13 |
|
13,500.00 |
|
101 |
|
0.4 |
|
5 |
November 24, 2020 |
|
5,673.16 |
|
13,500.00 |
|
75 |
|
3.6 |
|
4 |
November 30, 2022 |
|
6,088.50 |
|
6,088.50 |
|
107 |
|
3.1 |
|
5 |
December 1,2022 |
|
5,872.50 |
|
5,872.50 |
|
107 |
|
3.0 |
|
5 |
March 22, 2023 |
|
5,683.50 |
|
5,055.75 |
|
75 |
|
3.6 |
|
2 |
March 25, 2023 |
|
5,683.50 |
|
5,143.50 |
|
75 |
|
3.6 |
|
3 |
March 25, 2023 |
|
5,683.50 |
|
5,143.50 |
|
75 |
|
3.6 |
|
4 |
April 20, 2023 |
|
5,832.00 |
|
5,305.50 |
|
75 |
|
3.6 |
|
5 |
December 29, 2023 |
|
4,630.50 |
|
1,512.00 |
|
76 |
|
3.1 |
|
5 |
January 26, 2024 |
|
1,026.00 |
|
1,077.30 |
|
76 |
|
3.5 |
|
5 |
July 25, 2025 |
|
6.61 |
|
6.60 |
|
101 |
|
2.8 |
|
5 |
The following tables summarize information regarding the option grants outstanding as at August 31, 2025:
|
|
|
|
Weighted |
|
|
Number of |
|
average |
|
|
options |
|
exercise price |
|
|
# |
|
$ |
Balance at August 31, 2023 |
|
843 |
|
5,205.12 |
Granted |
|
76 |
|
2,828.25 |
Forfeited |
|
(109) |
|
6,453.74 |
Balance at August 31, 2024 |
|
810 |
|
4,814.08 |
Granted |
|
2,000 |
|
6.61 |
Forfeited |
|
(52) |
|
5,872.50 |
Expired |
|
(450) |
|
3,980.04 |
Balance at August 31, 2025 |
|
2,308 |
|
789.63 |
|
|
Number of |
|
|
|
|
|
|
Exercise price |
|
options |
|
Weighted average |
|
Weighted average |
|
Exercisable |
range |
|
outstanding |
|
grant date fair value |
|
remaining contractual life |
|
options |
$ |
|
# |
|
$ |
|
[years] |
|
# |
6.61 |
|
2,000 |
|
6.61 |
|
4.90 |
|
83 |
1,026.00 - 4,630.50 |
|
81 |
|
2,874.04 |
|
3.17 |
|
81 |
5,683.50 - 6,088.50 |
|
201 |
|
5,740.39 |
|
4.27 |
|
192 |
16,003.13 |
|
26 |
|
16,003.13 |
|
0.25 |
|
26 |
Warrants
As at August 31, 2025, there are 440,146 warrants to purchase Voting Common Shares outstanding (2024 - 4,431) of which 239,497 warrants (2024 - 4,177) are accounted for as derivative liabilities (see note 20 for details) and 200,649 warrants (2024 - 254) are accounted for as contributed surplus. The following provides the details of the warrants currently outstanding that are accounted for as contributed surplus:
On November 23, 2020, the Company granted the underwriter the option to purchase 113 Voting Common Shares of the Company for a period of five years from the date of the initial public offering at an exercise price of $16,875.00.
On December 21, 2023, the Company granted the underwriter the option to purchase 103 Voting Common Shares of the Company for a period of five years from the grant date at an exercise price of $1,417.50.
38
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
On September 16, 2024, the Company granted the underwriter the option to purchase 1,896 Voting Common Shares of the Company for a period of five years from the grant date at an exercise price of $112.50.
On January 14, 2025, the Company granted the underwriter the option to purchase 23,537 Voting Common Shares of the Company for a period of five and a half years from the grant date at an exercise price of $15.00.
On August 15, 2025, the Company granted the underwriter the option to purchase 175,000 Voting Common Shares of the Company for a period of five years from the grant date at an exercise price of $2.50.
|
|
|
|
Number of warrants |
|
Weighted average remaining |
|
|
Exercise price |
|
outstanding |
|
contractual life |
Grant date |
|
$ |
|
# |
|
[years] |
November 23, 2020 |
|
16,875.00 |
|
113 |
|
0.23 |
December 21, 2023 |
|
1,417.50 |
|
103 |
|
3.31 |
September 16, 2024 |
|
112.50 |
|
1,896 |
|
4.05 |
January 14, 2025 |
|
15.00 |
|
23,357 |
|
4.88 |
August 15, 2025 |
|
2.50 |
|
175,000 |
|
4.96 |
The Company recognizes share-based payments expense for warrant grants based on the fair value at the date of grant using the Black-Scholes valuation model. The share-based payments expense recognized for the fiscal year ended August 31, 2025 amounts to $175,236 (August 31, 2024 – nil). The table below lists the assumptions used to determine the fair value of these warrant grants. Volatility is based on the historical share price volatility of the Company and other public companies with characteristics similar to the Company.
|
|
Exercise |
|
|
|
Expected |
|
Risk-free |
|
|
|
|
price |
|
Market price |
|
volatility |
|
interest rate |
|
Expected life |
Grant date |
|
$ |
|
$ |
|
% |
|
% |
|
[years] |
November 23, 2020 |
|
16,875.00 |
|
19,062.00 |
|
100 |
|
0.4 |
|
5.0 |
December 21, 2023 |
|
1,417.50 |
|
1,512.00 |
|
76 |
|
4.0 |
|
5.0 |
September 16, 2024 |
|
112.50 |
|
71.64 |
|
92 |
|
3.4 |
|
5.0 |
January 14, 2025 |
|
15.00 |
|
18.30 |
|
99 |
|
4.4 |
|
5.5 |
August 15, 2025 |
|
2.50 |
|
1.86 |
|
101 |
|
3.6 |
|
5.0 |
39
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
24. Revenues
|
|
2025 |
|
2024 |
|
2023 |
|
|
$ |
|
$ |
|
$ |
Sales of boats |
|
11,879,454 |
|
1,273,441 |
|
959,832 |
Sales of parts and boat maintenance |
|
1,732,791 |
|
69,969 |
|
241,153 |
Boat rental and boat club membership revenue |
|
172,007 |
|
1,446,420 |
|
3,000,700 |
Sale of powertrain systems |
|
57,304 |
|
— |
|
— |
|
|
13,832,556 |
|
2,789,650 |
|
4,201,685 |
Revenues from external customers for the fiscal years ended August 31, 2025 and 2024 were primarily from the U.S. The table below provides the breakdown disclosed in comparative periods:
|
|
|
|
|
|
2023 |
|
|
Sale of |
|
Rental of |
|
|
|
|
electric boats |
|
electric boats |
|
Total |
|
|
$ |
|
$ |
|
$ |
Canada |
|
259,149 |
|
— |
|
259,149 |
USA |
|
801,546 |
|
3,002,702 |
|
3,804,248 |
Other |
|
138,288 |
|
— |
|
138,288 |
|
|
1,198,983 |
|
3,002,702 |
|
4,201,685 |
25. Net finance income
|
|
2025 |
|
2024 |
|
2023 |
|
|
$ |
|
$ |
|
$ |
Interest and bank charges |
|
810,714 |
|
183,598 |
|
105,543 |
Interest income |
|
(156,662) |
|
(47,141) |
|
(84,448) |
Foreign currency exchange (gain) loss |
|
508,191 |
|
(34,682) |
|
(154,715) |
Transaction costs (note 20) |
|
978,888 |
|
1,367,749 |
|
534,234 |
Gain on derivative liabilities (note 20) |
|
(7,051,826) |
|
(8,882,221) |
|
(1,526,655) |
Loss on securities exchange (note 20) |
|
— |
|
1,261,296 |
|
— |
Loss on warrant re-pricing (note 20) |
|
— |
|
652,745 |
|
— |
Gain on valuation of contingent consideration (note 20) |
|
(52,305) |
|
— |
|
— |
Legal claim settlement costs (note 22) |
|
832,500 |
|
— |
|
— |
|
|
(4,130,500) |
|
(5,498,656) |
|
(1,126,041) |
26. Income taxes
The income tax expense on the Company’s loss before tax differs from the theoretical amount that would arise using the federal, provincial and foreign statutory tax rates applicable. The difference is as follows:
|
|
2025 |
|
2024 |
|
2023 |
|
|
$ |
|
$ |
|
$ |
Income taxes at the applicable tax rate of 26.5 % (2024 – 26.5%; 2023 – 26.5%) |
|
(5,737,778) |
|
(2,798,985) |
|
(4,163,775) |
Adjustment in respect of current and deferred income tax of previous year |
|
1,336,123 |
|
580,331 |
|
(54,135) |
Permanent differences |
|
2,313,566 |
|
1,857 |
|
52,296 |
Change in recognition of deferred income tax assets |
|
2,095,971 |
|
2,037,762 |
|
3,958,034 |
Total income tax expense (recovery) |
|
7,882 |
|
(179,035) |
|
(207,580) |
40
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
Deferred income taxes reflect the net tax impact of temporary differences between the value of assets and liabilities for accounting and tax purposes. The main components of the deferred tax expense and deferred tax assets and liabilities were as follows:
|
|
Balance as at |
|
|
|
|
|
|
|
Balance as at |
|
|
August 31, |
|
Recognized |
|
Business |
|
|
|
August 31, |
|
|
2024 |
|
in net loss |
|
acquisition |
|
Other |
|
2025 |
|
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
Temporary differences |
|
|
|
|
|
|
|
|
|
|
Property and equipment |
|
(29,997) |
|
27,688 |
|
(301,465) |
|
— |
|
(303,774) |
Intangibles |
|
(171,528) |
|
13,222 |
|
(71,669) |
|
— |
|
(229,975) |
Net operating losses |
|
9,082,515 |
|
2,262,414 |
|
8,630,129 |
|
(159) |
|
19,974,899 |
Financing fees |
|
646,971 |
|
420,872 |
|
— |
|
— |
|
1,067,843 |
Research and development |
|
791,156 |
|
(14,451) |
|
— |
|
— |
|
776,705 |
Difference in timing of recognition |
|
415,001 |
|
32,696 |
|
1,184,965 |
|
— |
|
1,632,662 |
Right-of-use asset |
|
(32,955) |
|
49,477 |
|
(1,810,747) |
|
— |
|
(1,794,225) |
Lease liability |
|
33,564 |
|
(68,106) |
|
1,828,306 |
|
— |
|
1,793,764 |
Net capital losses |
|
37,372 |
|
(683) |
|
— |
|
— |
|
36,689 |
Unrecognized deferred tax assets |
|
(10,712,142) |
|
(2,717,153) |
|
(9,531,188) |
|
— |
|
(22,960,483) |
Deferred tax asset (liability) |
|
59,957 |
|
5,976 |
|
(71,669) |
|
(159) |
|
(5,895) |
The net operating losses carried forward and deductible temporary differences for which deferred tax assets have not been recognized amounted to $68,528,000 as at August 31, 2025 (2024 - $37,557,000). Of these amounts, $65,420,000 (2024 - $34,391,000) relates to net operating losses carried forward, that will expire between 2040 and 2045 and $3,108,000 (2024 - $3,166,000) relates to research and development expenditures, which can be carried forward indefinitely.
As of August 31, 2025, the Company has available Canadian federal non-refundable investment tax credits of $494,000 (2024 - $503,000) related to research and development expenditures which may be used to reduce Canadian federal income taxes payable in future years. These non-refundable investment tax credits will expire between 2041 and 2043. The benefits of these non-refundable investment tax credits have not been recognized in the consolidated financial statements.
27. Capital disclosures
The Company’s objectives in managing capital are:
a. |
to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders; and |
b. |
to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk. |
Capital is regarded as total equity, as recognized in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.
The Company manages and adjusts its capital structure considering changes in economic conditions. To maintain or adjust its capital structure, the Company may issue debt or new shares. Financing decisions are generally made on a specific transaction basis and depend on such things as the Company’s needs, capital markets and economic conditions at the time of the transaction. Management reviews its capital management approach on an ongoing basis and believes that this approach is reasonable, given the size of the Company.
The Company does not have any externally imposed capital compliance requirements at August 31, 2025.
41
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
28. Financial risk management and fair value measurement
Fair value measurement and hierarchy
The fair value measurement of the Company’s financial and non-financial assets and liabilities utilizes market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorized into different levels based on how observable the inputs used in the valuation technique utilized are (the “fair value hierarchy”):
a.Level 1: Quoted prices in active markets for identical items (unadjusted);
b.Level 2: Observable direct or indirect inputs other than Level 1 inputs; and
c.Level 3: Unobservable inputs (i.e., not derived from market data).
The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognized in the period they occur.
The carrying amount of trade and other receivables, advances from related parties, floor plan financing and trade and other payables are assumed to approximate their fair value due to their short-term nature.
The fair value of long-term financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities.
Classified as Level 3, the fair value of Debentures was estimated using the partial differential equation model to value convertible debentures that include a call feature. Key assumptions used in the model include volatility, which was based on actual trading data, difference in volatility since initial issuance of the instrument and similar instruments on the market, and credit spread, which was based on corporate bond yield spreads in the market and credit spread data for similar public companies. The model included a fair value adjustment based on an initial calibration exercise. During the fiscal year ended August 31, 2023, the Company recorded an impairment loss on the Debentures based on the estimated recoverable amount of the financial asset (note 10).
The fair value of the derivative liabilities related to the warrants issued is classified as Level 3 in the fair value hierarchy and is calculated using the Black-Scholes Option Pricing Model using the historical volatility of comparable companies as an estimate of future volatility. As at August 31, 2025, the Company used volatility of approximately 75% to 101% over the remaining contractual life in order to determine the fair value of the derivative liabilities.
The fair value of the derivative liabilities related to the Series A and B Convertible Preferred Shares is classified as Level 3 in the fair value hierarchy and is calculated using the Monte Carlo simulation run under the Geometric Brownian Motion model. The significant input assumptions into the model for each valuation date include the starting share price, a 70% volatility applied to the Series A and Series B Convertible Preferred Shares as at the issuance date, a 75% volatility applied to the Series A and Series B Convertible Preferred Shares as at August 31, 2025 and a risk-free rate based on the U.S. treasury rates matching the duration of each component of the Series A and Series B Convertible Preferred Shares.
The fair value of the derivative liabilities related to the Initial, Subsequent, and Real Estate Notes issued or issuable as consideration with respect to the NVG acquisition is classified as Level 3 in the fair value hierarchy (notes 6 and 20). Each of the three NVG-related convertible notes contains an embedded conversion feature that is required to be measured at fair value. These values are sensitive to changes in the Company’s share price, expected volatility, credit risk, and, in the case of the Subsequent Note, a 50% probability of issuance. The sharp decline in the Company’s share price between the Acquisition Date and year-end resulted in a meaningful reduction in the fair value of these embedded derivatives during the year.
Financial risk management
The Company is exposed to risks that arise from its use of financial instruments. This note describes the Company’s objectives, policies and processes for managing those risks and the methods used to measure them.
42
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
[a] |
Credit risk |
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has a strict code of credit, including obtaining instalment payments, obtaining agency credit information and setting appropriate credit limits. The maximum exposure to credit risk at the reporting date, is the carrying amount of financial assets. The Company does not hold any collateral.
Credit risk related with the Debentures is reflected in the fair value of the instrument (note 10).
Trade and other receivables are generally written off when there is no reasonable expectation of recovery. Indicators of this include the failure for a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments.
[b] |
Liquidity risk |
Liquidity risk is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due. The Company is exposed to liquidity risk primarily from its trade and other payables, advances from related parties, floor plan financing and long-term debt.
|
|
Contractual |
|
Less than |
|
|
|
|
cash flows |
|
one year |
|
1-5 years |
August 31, 2025 |
|
$ |
|
$ |
|
$ |
Trade and other payables |
|
8,607,790 |
|
8,607,790 |
|
— |
Floor plan financing |
|
32,511,664 |
|
32,511,664 |
|
— |
Long-term debt |
|
2,030,995 |
|
657,110 |
|
1,373,885 |
Purchase consideration payable to related party |
|
5,048,506 |
|
— |
|
5,048,506 |
|
|
48,198,955 |
|
41,776,564 |
|
6,422,391 |
|
|
Contractual |
|
Less than |
|
|
|
|
cash flows |
|
one year |
|
1-5 years |
August 31, 2024 |
|
$ |
|
$ |
|
$ |
Trade and other payables |
|
3,333,858 |
|
3,333,858 |
|
— |
Advances from related parties |
|
62,721 |
|
62,721 |
|
— |
Long-term debt |
|
339,960 |
|
75,159 |
|
264,801 |
|
|
3,736,539 |
|
3,471,738 |
|
264,801 |
[c] |
Interest rate risk |
The Company is exposed to interest rate risk on its variable rate bank indebtedness and variable and fixed rate long-term debt. Fixed-rate borrowings expose the Company to fair value risk while variable rate borrowings expose the Company to cash flow risk.
[d] |
Foreign exchange risk |
Foreign exchange risk is the risk that future cash flows or fair value of a financial instrument will fluctuate due to changes in foreign exchange rates.
The Company is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases, receivables and borrowings are denominated and the respective functional currencies of the Company and its subsidiaries.
43
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
The Company has certain financial assets and liabilities denominated in Canadian dollars. The U.S. dollar equivalent carrying amounts of these assets and liabilities are as follows:
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Cash and cash equivalents |
|
48,621 |
|
18,545 |
Trade and other receivables |
|
60,052 |
|
75,609 |
Trade and other payables |
|
463,604 |
|
980,061 |
Long-term debt |
|
189,865 |
|
339,960 |
Sensitivity
A reasonably possible 5% strengthening (weakening) of the Canadian dollar against the U.S. Dollar at the reporting date would have increased (decreased) net loss and other comprehensive loss by the amounts shown below. This analysis assumes that all other variables remain constant.
|
|
Net Loss |
|
Other Comprehensive Income |
|
||||
|
|
+5% |
|
-5% |
|
+5% |
|
-5% |
|
|
|
$ |
|
$ |
|
$ |
|
$ |
|
August 31, 2025 |
|
439,556 |
|
(439,556) |
|
(1,728,309) |
|
1,728,309 |
|
29. Segment information
Following the acquisition of NVG on June 20, 2025 (note 6), the Company now operates with two reportable segments. The segments reflect how financial information is reviewed by the Chief Operating Decision Maker (“CODM”) for purposes of monitoring operating performance, allocating resources, and assessing results. The Company’s CODM is the Company’s Chief Executive Officer, Alexandre Mongeon. As a result of the change in the reportable segments, the Company retrospectively restated the comparative segment information for the fiscal years ended August 31, 2024 and August 31, 2023 in accordance with IFRS 8, Operating Segments, as presented below.
There are no significant transactions between the two segments, and therefore no inter-segment revenues are reported.
Reportable Segments
Vision Marine Segment
This segment includes the legacy operations of Vision Marine Technologies Inc., which primarily consist of:
| ● | design and manufacture of electric boats; |
| ● | sales of electric boats, motors, and related parts; |
| ● | maintenance and after-sales service; and |
| ● | electric boat rentals and membership-based boat clubs. |
NVG Segment
This segment includes the acquired operations of Nautical Ventures Group Inc. and its subsidiaries, consisting of:
| ● | retail dealerships for recreational boats, engines, tenders, and marine products; |
| ● | marina operations and service departments; |
44
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
| ● | boat brokerage services; and |
| ● | distribution of branded and third-party marine products. |
Basis of Segmentation
The segments reflect differences in products, customers, operational focus, and strategic priorities. No segments have been aggregated. Segment results include revenue, gross profit, and segment loss before tax. Corporate overhead, financing costs, taxes, and fair value changes on derivative liabilities are managed at the consolidated level.
The CODM reviews segment information regularly to evaluate performance and allocate resources. Corporate activities, financing, fair value changes, and income taxes are not allocated to segments and are evaluated on a consolidated basis.
Segment results for the fiscal year ended August 31, 2025
|
|
Vision Marine |
|
NVG |
|
Total |
|
|
$ |
|
$ |
|
$ |
Sales of boats |
|
739,215 |
|
11,140,239 |
|
11,879,454 |
Sales of parts and boat maintenance |
|
56,142 |
|
1,667,649 |
|
1,723,791 |
Boat rental and boat club membership revenue |
|
144,332 |
|
27,675 |
|
172,007 |
Sale of powertrain systems |
|
57,304 |
|
— |
|
57,304 |
|
|
|
|
|
|
|
Segment revenues |
|
996,993 |
|
12,835,563 |
|
13,832,556 |
|
|
|
|
|
|
|
Segment gross profit |
|
44,330 |
|
4,722,164 |
|
4,766,494 |
|
|
|
|
|
|
|
Segment loss before taxes |
|
(21,385,757) |
|
(258,354) |
|
(21,644,111) |
|
|
|
|
|
|
|
Research and development |
|
1,183,963 |
|
— |
|
1,183,963 |
Office salaries and benefits |
|
1,965,434 |
|
1,738,730 |
|
3,704,164 |
Selling and marketing expenses |
|
2,711,685 |
|
1,102,170 |
|
3,813,855 |
Professional fees |
|
3,283,330 |
|
53,017 |
|
3,336,347 |
Office and general |
|
1,214,725 |
|
1,073,463 |
|
2,288,188 |
Goodwill impairment loss |
|
15,082,026 |
|
— |
|
15,082,026 |
Intangible asset impairment loss |
|
380,457 |
|
— |
|
380,457 |
Net finance expense (income) |
|
(4,810,928) |
|
680,428 |
|
(4,130,500) |
45
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
Segment results for the fiscal year ended August 31, 2024
|
|
Vision Marine |
|
NVG |
|
Total |
|
|
$ |
|
$ |
|
$ |
Sales of boats |
|
1,273,441 |
|
— |
|
1,273,441 |
Sales of parts and boat maintenance |
|
69,969 |
|
— |
|
69,969 |
Boat rental and boat club membership revenue |
|
1,446,420 |
|
— |
|
1,446,420 |
Sale of powertrain systems |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
Segment revenues |
|
2,789,650 |
|
— |
|
2,789,650 |
|
|
|
|
|
|
|
Segment gross profit |
|
1,101,543 |
|
— |
|
1,101,543 |
|
|
|
|
|
|
|
Segment loss before taxes |
|
(10,562,206) |
|
— |
|
(10,562,206) |
|
|
|
|
|
|
|
Research and development |
|
2,013,775 |
|
— |
|
2,013,775 |
Office salaries and benefits |
|
2,431,670 |
|
— |
|
2,431,670 |
Selling and marketing expenses |
|
1,486,975 |
|
— |
|
1,486,975 |
Professional fees |
|
2,390,369 |
|
— |
|
2,390,369 |
Office and general |
|
1,736,686 |
|
— |
|
1,736,686 |
Goodwill impairment loss |
|
6,372,394 |
|
— |
|
6,372,394 |
Gain on deconsolidation of subsidiary |
|
(67,379) |
|
— |
|
(67,379) |
Net finance income |
|
(5,498,656) |
|
— |
|
(5,498,656) |
Segment results for the fiscal year ended August 31, 2023
|
|
Vision Marine |
|
NVG |
|
Total |
|
|
$ |
|
$ |
|
$ |
Sales of boats |
|
959,832 |
|
— |
|
959,832 |
Sales of parts and boat maintenance |
|
241,153 |
|
— |
|
241,153 |
Boat rental and boat club membership revenue |
|
3,000,700 |
|
— |
|
3,000,700 |
Sale of powertrain systems |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
Segment revenues |
|
4,201,685 |
|
— |
|
4,201,685 |
|
|
|
|
|
|
|
Segment gross profit |
|
1,138,105 |
|
— |
|
1,138,105 |
|
|
|
|
|
|
|
Segment loss before taxes |
|
(15,712,360) |
|
— |
|
(15,712,360) |
|
|
|
|
|
|
|
Research and development |
|
4,237,638 |
|
— |
|
4,237,638 |
Office salaries and benefits |
|
2,981,097 |
|
— |
|
2,981,097 |
Selling and marketing expenses |
|
2,577,740 |
|
— |
|
2,577,740 |
Professional fees |
|
2,795,676 |
|
— |
|
2,795,676 |
Office and general |
|
2,302,420 |
|
— |
|
2,302,420 |
Impairment loss on debentures |
|
1,892,518 |
|
— |
|
1,892,518 |
Net finance income |
|
(1,126,041) |
|
— |
|
(1,126,041) |
46
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
Segment assets and liabilities as at August 31, 2025
|
|
Vision Marine |
|
NVG |
|
Total |
|
|
$ |
|
$ |
|
$ |
Segment assets |
|
23,943,258 |
|
45,969,999 |
|
69,913,257 |
Cash and cash equivalents |
|
5,781,142 |
|
1,637,637 |
|
7,418,779 |
Inventory |
|
5,296,466 |
|
31,575,181 |
|
36,871,647 |
Segment liabilities |
|
3,865,964 |
|
57,596,291 |
|
61,462,255 |
Segment assets and liabilities as at August 31, 2024
|
|
Vision Marine |
|
NVG |
|
Total |
|
|
$ |
|
$ |
|
$ |
Segment assets |
|
8,456,101 |
|
— |
|
8,456,101 |
Cash and cash equivalents |
|
46,791 |
|
— |
|
46,791 |
Inventory |
|
4,602,540 |
|
— |
|
4,602,540 |
Segment liabilities |
|
6,226,709 |
|
— |
|
6,226,709 |
30. Additional cash flows information
Financing and investing activities not involving cash:
|
|
2025 |
|
2024 |
|
2023 |
|
|
$ |
|
$ |
|
$ |
Additions to right-of-use assets |
|
87,604 |
|
176,020 |
|
680,826 |
Lease termination |
|
33,686 |
|
732,702 |
|
112,154 |
Initial derivative |
|
2,215,564 |
|
— |
|
— |
Conversion of preferred stock |
|
308,692 |
|
— |
|
— |
31. Commitments
In addition to the obligations under leases (note 17), the Company is subject to supply agreements with minimum spend commitments. The Company currently has a commitment to purchase 192 batteries from a supplier. The Company has received 25 batteries on this order and has made deposits to the supplier to cover an additional 71 batteries. Therefore, as at August 31, 2025, the Company is committed to purchase an additional 96 batteries. The amount of the minimum fixed and determinable portion of the unconditional purchase obligations over the next years, is as follows:
|
|
$ |
2026 |
|
— |
2027 |
|
2,299,172 |
In October 2021, EB Rental FL Corp. has entered into lease arrangement for premises, which have not commenced yet and therefore related right-of-use asset and lease liability are not recorded as at August 31, 2025. The lease offers EB Rental FL Corp. a termination clause in case certain contractual requirements are not met by the lessor at the lease commencement date.
The Company’s undiscounted lease commitments related to this lease are as follows as at August 31, 2025:
|
|
$ |
2026 |
|
90,000 |
2027 |
|
121,800 |
2028 |
|
124,236 |
2029 and thereafter |
|
288,444 |
|
|
624,480 |
47
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
32. Deconsolidation of subsidiary
On April 25, 2024, the Company sold 100% of the shares of EB Rental, Ltd., which previously facilitated its electric boat rental operations located in Newport Beach, California, to EB Strategies Inc. for $794,616. The Company continues to own and operate its electric boat rental operations in Ventura, California and Palm Beach, Florida. Up until April 25, 2024, EB Strategies Inc. was considered a related party whose controlling shareholder was a member of management of the Company’s boat rental operation. His employment and association with the Company ended at the close of this transaction.
These consolidated financial statements have been prepared based on the books and records maintained by the Company, and the subsidiaries that it controls. However, due to the above sale of EB Rental, Ltd., the control over this subsidiary was deemed to have been lost as of April 25, 2024. As such, the Company ceased consolidating this subsidiary as at April 25, 2024.
The gain on the disposal of EB Rental, Ltd. at the deconsolidation date was determined as follows:
|
|
$ |
||
|
|
|
|
|
Fair Value Consideration received |
|
|
|
794,616 |
|
|
|
|
|
Add: EB Rental, Ltd. net deficit at disposal |
|
|
|
|
- EB Rental Ltd. share capital at disposal |
|
(100) |
|
|
- EB Rental Ltd. deficit at disposal |
|
52,993 |
|
52,893 |
|
|
|
|
|
Less: Goodwill attributable to EB Rental, Ltd. |
|
|
|
(780,130) |
|
|
|
|
|
Total gain on deconsolidation date |
|
|
|
67,379 |
On the deconsolidation date, EB Rental, Ltd.’s net assets (liabilities) were determined as follows:
|
|
$ |
|
|
|
Current assets |
|
335,559 |
Right of use assets |
|
586,911 |
Property, plant and equipment |
|
473,186 |
Other assets |
|
205,255 |
Current liabilities |
|
(1,187,378) |
Lease liabilities |
|
(466,426) |
|
|
|
|
|
(52,893) |
The financial performance of EB Rental, Ltd. for the fiscal years ended August 31, 2025, 2024, and 2023 included in these consolidated financial statements are as follows:
|
|
2025 |
|
2024 |
|
2023 |
|
|
$ |
|
$ |
|
$ |
|
|
|
|
|
|
|
Revenues |
|
— |
|
1,400,294 |
|
3,167,201 |
Cost of sales |
|
— |
|
1,229,584 |
|
2,407,700 |
Gross profit |
|
— |
|
170,710 |
|
759,501 |
Expenses |
|
— |
|
711,513 |
|
1,131,523 |
Income (loss) before tax |
|
— |
|
(540,803) |
|
(372,022) |
Income tax recovery |
|
— |
|
(151,304) |
|
(134,913) |
Net income |
|
— |
|
(389,499) |
|
(237,109) |
48
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2025
The Cash flow information related to EB Rental, Ltd. for the fiscal years ended August 31, 2025, 2024, and 2023 are as follows:
|
|
2025 |
|
2024 |
|
2023 |
|
|
$ |
|
$ |
|
$ |
|
|
|
|
|
|
|
Cash provided by (used in) operating activities |
|
— |
|
181,740 |
|
(212,414) |
Cash provided by (used in) investing activities |
|
— |
|
(17,158) |
|
34,968 |
Cash used in financing activities |
|
— |
|
(111,162) |
|
(242,706) |
33. Subsequent events
During the months of September, October and November 2025, the Company issued a total of 101,598 Voting Common Shares to third parties in exchange for marketing, management consulting services, and board fees provided to the Company.
On September 25, 2025, the Company entered into a new employment agreement with its Chief Executive Officer, Alexandre Mongeon. Under the terms of this agreement, Mr. Mongeon will be issued 285,000 Voting Common Shares as compensation for moving himself and his immediate family to Southern Florida. The shares will be issued once the move is completed.
In October 2025, Marine Ventures LLC completed the sale of two of the six real estate properties that were part of the Real Estate Agreement described in note 6. The Company received net proceeds of approximately $3.8 million from these transactions, after repayment of the related mortgage obligations. Upon completion of these transactions, the contingent conditions associated with the Real Estate Note (see notes 6, 20 and 21) were satisfied, and the Company, accordingly, will issue a $2.0 million convertible note to Roger Moore under the terms and conditions described in note 6.
On November 4, 2025, Clairitec S.A.S., a French-based supplier of battery chargers to the Company, advised that it had filed a Notice of Civil Claim with the Commercial Tribunal of Bordeaux, France. The Claim alleges breach of contract, by the Company, of the supply contract it had entered with Clairitec S.A.S. on or about June 23, 2023, for the development and supply of battery chargers (the “Claim”). The stated amount of the Claim is €398,050. The Company believes the Claim is without merit and intends to vigorously defend itself against the Claim.
49
Exhibit 99.2
VISION MARINE TECHNOLOGIES INC.
Form 51-102F1 Management’s Discussion & Analysis
For the year ended August 31, 2025
1.1 Date November 28, 2025
Introduction
The following management’s discussion and analysis (“MD&A”), prepared for the year ended “August 31, 2025, is a review of operations, current financial position and outlook for Vision Marine Technologies Inc. (the “Company”), and should be read in conjunction with the Company’s audited consolidated financial statements for the years ended August 31, 2025 and 2024 and the notes thereto. Amounts are reported in U.S. dollars based upon the consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as adopted by the International Accounting Standards Board.
Change in Presentation Currency
Effective June 20, 2025, the Company changed its presentation currency for the consolidated financial statements for the years ended August 31, 2025 and 2024 from Canadian dollars to U.S. dollars. The change was made to enhance the relevance and reliability of the Company’s financial reporting given its increased U.S. operations resulting from the acquisition of Nautical Ventures Group Inc. (“NVG”). In accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, this change in presentation currency was applied retrospectively as if the new presentation currency had always been the Company’s presentation currency and, accordingly, the comparative figures for 2024 and 2023 contained in the following MD&A have been restated.
In accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates, comparative financial information has been translated into U.S. dollars as follows:
| ● | assets and liabilities at closing exchange rates at the respective reporting dates; |
| ● | equity transactions at historical exchange rates; and |
| ● | income and expenses at average exchange rates for the respective periods. |
Resulting translation differences were recognized in accumulated other comprehensive income.
Forward-Looking Statements
Certain statements contained in the following MD&A constitute forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.
Risks and Uncertainties
There is limited public information on our operating history.
Our limited public operating history makes evaluating our business and prospects difficult. Although we were formed in 2012, we did not provide public reports on the results of operations until our 2020 fiscal year. We only have seven years of audited financial statements.
Additionally, we recently acquired NVG and its subsidiaries, a business whose assets and revenues account for the vast majority of our assets and revenues as of August 31, 2025. You have less available public information regarding NVG than for our Company prior to the acquisition. Audited financial statements for NVG have only been publicly filed as of, and for the years ended December 31, 2024 and 2023 and unaudited financials as of, and for the three months ended March 31, 2025.
We currently have a net loss, and if we are unable to achieve and grow a net income in the future our ability to grow our business as planned will be adversely affected.
We have made significant up-front investments in research and development, sales and marketing, and general and administrative expenses to rapidly develop and expand our business. We had a net loss of $21,651,993 for the fiscal year ended August 31, 2025, as compared to a net loss of $10,383,171 for the prior fiscal year. We may never achieve net income or if we do it may fail to grow or even decline in certain circumstances, many of which are beyond our control. Our revenues might not ever significantly exceed our expenses and may even be lower than our expenses. It may take us longer to obtain net income than we anticipate, if at all, or we may only do so at a much lower rate than we anticipate. Failure to obtain net income may mean that we will have to curtail our planned growth in operations or resort to financings to fund such growth in the future.
To carry out our proposed business plan, we will require a significant amount of capital.
If current cash, cash equivalents and revenue from our business are not sufficient to cover our cash requirements, we will need to raise additional funds through the sale of debt or equity securities, in either private placements or additional registered offerings. We require substantial access to capital for operations. For example, of our $61,462,255 in total liabilities as of August 31, 2025, $32,511,664 consisted of notes payable related to floor plan financing for the purchase of inventory. If we are unsuccessful in raising enough funds through such capital-raising efforts, we may review other financing possibilities such as bank loans and floor financing plans. Financing might not be available to us or, if available, only on terms that are not favorable or acceptable to us.
Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general market conditions and investor acceptance of our business plan. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. If we are unable to raise sufficient funds, we will have to significantly reduce our spending, delay or cancel our planned activities, sell non-essential assets or substantially change our current corporate structure. We might not be able to obtain any funding, and we might not have sufficient resources to conduct our business as projected, both of which could mean that we would be forced to curtail or discontinue our operations.
Terms of subsequent financings may adversely impact your investment.
We may have to engage in common equity, debt, or preferred share financings in the future. During the year ended August 31, 2025, we issued 2,986,234 common shares and 1,470,000 pre-funded warrants through various financings for net proceeds of $25,103,817, and we anticipate additional financings in the future. As a result, your rights and the value of your investment in our securities could be reduced. Interest on debt securities or floor plan financings could increase costs and negatively impact operating results. Preferred shares could be issued in one or more series from time to time with such designation, rights, preferences, and limitations as determined by the Board. The terms of preferred shares could be more advantageous to those investors than to the holders of common shares. In addition, if we need to raise more equity capital from the sale of common shares, institutional or other investors may negotiate terms at least as, and possibly more, favorable than the terms of your investment in our common shares.
Expected benefits from business acquisitions may not materialize due to integration challenges
On June 20, 2025, we acquired 100% of the equity of NVG, a Florida-based recreational boat dealership, marina, and service provider. The success of a business acquisition depends on the integration of the acquired business through such tasks as the realization of synergies, elimination of cost duplication, information systems integration, and establishment of controls and procedures. The inability to adequately integrate an acquired business in a timely manner might result in lost business opportunities, higher than expected integration costs and departures of key personnel, all of which could have a negative impact on potential future earnings.
Demand in the boat industry is highly volatile.
Fluctuations in demand for recreational boats, parts and accessories may materially and adversely affect our business, prospects, operating results and financial condition. The markets in which we compete have been subject to considerable volatility in demand in recent periods. Recreational boats and related items are non-essential items, and demand for them depends to a large extent on general, economic and social conditions in a given market. Historically, sales of recreational boats decrease during economic downturns. We have fewer financial resources than more established boat retailers and manufacturers to withstand adverse changes in the market and disruptions in demand.
2
Unfavorable weather conditions may have a material adverse effect on our business, financial condition, and results of operations, especially during the peak boating season.
Adverse weather conditions in any year, in any particular geographic region, may adversely affect sales and rentals in that particular geographic region, especially during the peak boating season in such particular geographic region. Sales and rentals of our products are generally stronger just before and during spring and summer, which represent the peak boating months in most of our markets, and favorable weather during these months generally has a positive effect on consumer demand for our products. Conversely, uncomfortable weather, excessive rainfall, reduced rainfall levels, or drought conditions during these periods may close area boating locations or render boating dangerous or inconvenient, thereby generally reducing consumer demand for our products. Our annual results would be materially and adversely affected if our net sales and rentals were to fall below expected seasonal levels during these periods. We may also experience more pronounced seasonal fluctuation in net sales and rentals in the future as we continue to expand our businesses. Additionally, to the extent that unfavorable weather conditions are exacerbated by global climate change or otherwise, our sales and rentals may be affected to a greater degree than we have previously experienced.
Interest rate increases could adversely affect sales.
Many of the purchasers of boats sold by NVG finance those purchases through loans. If interest rates rise, the cost of boat purchases for consumers relying on a financing plan will also rise. Changes by the U.S. Federal Reserve to raise its benchmark interest rate would likely significantly increase higher long-term interest rates, which could negatively impact, our customers’ willingness or desire to take out loans to purchase our products.
Inflation could adversely affect our financial results.
The market prices of certain materials and components used by us and our suppliers in manufacturing our products can be volatile. Significant increases in inflation, particularly those related to wages and increases in the cost of raw materials, may have an adverse impact on the business, financial condition, and results of operations of us or our suppliers, and our suppliers may in turn pass such increases along to us by raising the cost of our inventories. In addition, new boat buyers often finance their purchases. Inflation, along with a rise in interest rates, could translate into an increased cost of boat ownership. If inflation continues to occur and if the Federal Reserve fails to cut interest rates further or raises interest rates again, prospective consumers may choose to forego or delay their purchases or buy a less expensive boat in the event credit is not available to finance their boat purchases.
We depend on certain key personnel, and our success will depend on our continued ability to retain and attract such qualified personnel.
Our success depends on the efforts, abilities and continued service of Alexandre Mongeon (our Chief Executive Officer), Daniel Rathe (our Chief Technical Officer), Raffi Sossoyan (our Chief Financial Officer), Roger Moore (our Chief Revenue Officer) and Maxime Podrier (our Chief Operating Officer). A number of these key employees and consultants have significant experience in the recreational boating, manufacturing and electric vehicle industries. A loss of service from any one of these individuals may adversely affect our operations, and we may have difficulty locating, or may not be able to locate and hire a suitable replacement. We have not obtained any “key person” insurance on certain key personnel.
We are subject to numerous regulations, including environmental, health and safety laws, and any breach of such laws may have a material adverse effect on our business and operating results.
We are subject to numerous regulations including those related to environmental, health and safety laws, including statutes, regulations, bylaws and other legal requirements. These laws relate to the marketing, selling, financing and servicing of boats as well as the generation, use, handling, storage, transportation and disposal of regulated substances, including hazardous substances (such as batteries), dangerous goods and waste, emissions or discharges into soil, water and air, including noise and odors (which could result in remediation obligations), and occupational health and safety matters, including indoor air quality. These regulations also apply to any contamination that our boats or powertrains cause in the lakes and rivers in which they operate. These legal requirements vary by location and can arise under federal, provincial, state or municipal laws. Any breach of such laws and/or requirements could have a material adverse effect on our company and its operating results.
Product liability, warranty, personal injury, property damage and recall claims may materially affect our financial condition and damage our reputation.
We are engaged in a business that exposes us to claims of product liability and warranty claims in the event our products or the products that we sell actually or allegedly fail to perform as expected or the use of our products results, or is alleged to result, in property damage, personal injury or death.
3
Our products and the products that we sell involve kinetic energy, produce physical motion and are to be used on the water, factors which increase the likelihood of injury or death. Our electric boats and powertrains contain Lithium-ion batteries, which have been known to catch fire or vent smoke and flame, and chemicals which are known to be, or could later be proved to be, toxic carcinogenic. Likewise, the internal combustion engines in several of the boats we sell operate on highly flammable fuel. Any personal injury or wrongful death claim could, even if not justified, prove expensive to contest.
We do not provide warranties for the boats we sell but instead rely upon the warranties provided by the third-party manufacturers from whom we purchase the boats. Although we maintain product and general liability insurance of the types and in the amounts that we believe are customary for the industry, we are not fully insured against all such potential claims. We may experience legal claims in excess of our insurance coverage or claims that are not covered by insurance, either of which could adversely affect our business, financial condition and results of operations. Adverse determination of material product liability and warranty claims made against us could have a material adverse effect on our financial condition and harm our reputation. In addition, if any of our products, components in our products or products that we sell are, or are alleged to be, defective, we may be required to participate in a recall of that product or component if the defect or alleged defect relates to safety. Any such recall and other claims could be costly to us and require substantial management attention.
We face potential liability from workplace accidents.
We are engaged in a business that exposes us to claims of workplace liability as our employees are exposed to moving mechanical parts, chemicals used in manufacturing, heavy equipment and combustible fuels, among other conditions that could lead to personal injury. For example, we face legal uncertainty in connection with an October 2024 fire that occurred prior to our acquisition of NVG that had started at NVG’s marina while employees were servicing a boat. This fire injured five employees, one fatally. In connection with this accident, (i) the estate of the deceased employee began legal proceedings against us (we filed a motion to dismiss the initial claim, which was granted), (ii) we have been named as a defendant in a suit seeking recovery for damages and lost income from the owner of a trailer damaged in the accident; and (iii) we are negotiating with the Occupational Safety and Health Administration for the settlement of claims concerning alleged workplace safety violations. Any damages that we are ordered to pay as a result of these claims or any other claims that may arise from our workplace environment (or that we opt to pay in a settlement) could materially affect our results of operations.
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 growing inflationary concerns and tariff uncertainty, resulting in a significant reduction in many major market indices. Uncertainty about global economic conditions could result 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; and |
| ● | 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; and |
accordingly, 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 Canadian, U.S. and global credit markets. 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.
Our business may be materially affected by future pandemics.
Potential future pandemics may disrupt our business and operational plans. These disruptions may include disruptions resulting from (i) shortages of employees, (ii) unavailability of contractors and subcontractors, (iii) interruption of, or price fluctuations in, supplies from third parties upon which we rely, (iv) restrictions that governments impose to address the pandemic, and (v) restrictions that we and our contractors and subcontractors impose to ensure the safety of employees and others. Any such pandemic may adversely affect our ability to produce goods or purchase goods from third parties as well as consumer demand for such goods.
4
We are vulnerable to supply chain risks.
We rely upon efficient and predictable supply chains for both the development of our e-Motion powertrain as well as the delivery of boats, parts and accessories from third-party manufacturers. Delays in supply chains could adversely impact our production as well as the delivery of inventory for sale, which in turn could adversely affect our revenues. Such supply chain disruptions could be rapid and unexpected and could arise from wars and other geopolitical conflicts, tariff disputes, future pandemics, natural disasters and other unforeseen events that could prevent the timely production of raw materials and goods that we or our manufacturers need and/or the timely delivery of such raw materials and goods.
Fluctuations in currency exchange rates may significantly impact our results of operations.
The Company’s presentation currency is the U.S. dollar, while the functional currency of the parent company remains the Canadian dollar. Our operations are conducted in both the United States and Canada. However, the majority of our revenues for the 2025 fiscal year were generated in the United States, and substantially all of our outstanding debt obligations are denominated in U.S. dollars. As a result, we are exposed to both currency translation risk and currency transaction risk.
Because our presentation currency is the U.S. dollar, the financial results and position of entities with a Canadian-dollar functional currency must be translated into U.S. dollars for reporting purposes. Fluctuations in the CAD–USD exchange rate may therefore cause significant volatility in our reported assets, liabilities, revenues, expenses, and accumulated other comprehensive income, even when underlying local currency results have not changed. During fiscal 2025, the monthly average exchange rate published by the Bank of Canada ranged from a high of C$1.4390 per US$1.00 to a low of C$1.3546 per US$1.00, reflecting continued volatility.
We are also exposed to transaction-level foreign exchange risk, as many of our costs, debt obligations, and operating expenditures are denominated in U.S. dollars, while the parent company’s functional currency is the Canadian dollar. Consequently, a strengthening of the U.S. dollar relative to the Canadian dollar increases the CAD-equivalent cost of our U.S. dollar–denominated expenses, debt service, and working capital requirements. Conversely, a weakening of the U.S. dollar reduces these CAD-equivalent amounts but may negatively affect the translated value of Canadian-dollar assets or results when presented in U.S. dollars.
We do not hedge our currency exposure and, therefore, we incur currency transaction risk whenever we enter into either a purchase or sale transaction using a currency other than the Canadian dollar. Given the volatility of exchange rates, we might not be able to effectively manage our currency transaction risks, and volatility in currency exchange rates might have a material adverse effect on our business, financial condition or results of operations.
If we experience material weaknesses or otherwise fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common shares.
As a result of the year-end assessment process for the year ended August 31, 2025, we identified that we did not maintain effective processes and controls over the accounting for and reporting of complex and non-routine transactions due to a material weakness. Specifically, we determined that there was a lack of sufficient accounting and finance personnel to enable appropriate level of internal controls within the financial statement close process, including performing in-depth analysis and review of complex accounting matters and non-routine transactions within the timeframes set by us for filing our consolidated financial statements. Because of this deficiency, we concluded there was a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis at August 31, 2025. We are working on remediating the identified material weakness.
If we fail to identify or remediate any current or future material weaknesses in our internal controls over financial reporting, we are unable to conclude that our internal controls over financial reporting are effective or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controls over financial reporting when we are no longer an emerging growth company, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common shares could be negatively affected. As a result of such failures, we could also become subject to investigations by Nasdaq, the SEC or other regulatory authorities, and become subject to litigation from investors and shareholders, which could harm our reputation and financial condition or divert financial and management resources from our regular business activities.
Our financial statements have been prepared on a going concern basis and our financial status creates a substantial doubt whether we will continue as a going concern.
Our financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. Our future operations depend upon the identification and successful completion of equity or debt financing and the achievement of profitable operations at an indeterminate time in the future.
5
There can be no assurance that we will be successful in completing an equity or debt financing or in achieving or maintaining profitability. The financial statements do not give effect to any adjustments relating to the carrying values and classification of assets and liabilities that would be necessary should we be unable to continue as a going concern.
If we are unable to maintain compliance with Nasdaq’s continued listing requirements, Nasdaq may choose to delist our securities from its exchange or may subject us to additional restrictions, which may adversely affect the liquidity and trading price of our securities.
Our securities are currently listed on Nasdaq Capital Market maintained by The Nasdaq Stock Market LLC (“Nasdaq”). Nasdaq sets out certain standards that companies quoted on the Nasdaq Capital Market must continue to meet to remain on the Nasdaq Capital Market. In the past, we have received notices from Nasdaq that we failed to comply with some of those standards including that the closing bid price of our common shares no longer complied with the minimum bid price requirement of $1.00 per share (the “Minimum Bid Price Requirement”).
Although we took steps to regain compliance with the Minimum Bid Requirement by enacting two reverse stock splits that had the practical effect of a 1:135 reverse stock split and satisfied a Nasdaq Hearing Panel of the same, Nasdaq imposed a Discretionary Panel Monitor, in application of Listing Rule 5815(d)(4)(A), for a period of one year to ensure that we maintain long-term compliance with all of the Nasdaq’s continued listing requirements. Should we fail to maintain compliance with any continued listing requirement, Nasdaq may notify us if such non-compliance and promptly schedule a new hearing with the Nasdaq Hearing Panel. As of November 26, 2025, the closing price of our common shares on the Nasdaq Capital Market was $1.23, which is approaching the $1.00 listing requirement. If we further violate Nasdaq’s continued listing requirement, we could be delisted. A delisting would likely have a negative effect on the liquidity and market price of our common shares and may impair your ability to sell or purchase our common shares when you wish to do so.
If Nasdaq delists our common shares from trading on its exchange and we are not able to list our common shares on another national securities exchange, our common shares may be quoted on an over-the-counter market. However, if this were to occur, we could face significant material adverse consequences, including:
| ● | a limited availability of market quotations for our securities; |
| ● | reduced liquidity for our securities; |
| ● | a determination that our common shares are a “penny stock”, which will require brokers trading in such common shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our common shares; |
| ● | a limited amount of news and analyst coverage; and |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
As a result, an investor would likely find it more difficult to trade, or to obtain accurate price quotations for, our securities if our securities are de-listed from Nasdaq. Delisting would likely also reduce the visibility, liquidity and value of our securities, including as a result of reduced institutional investor interest in our company, and may increase the volatility of our securities.
In an effort to maintain compliance with the Minimum Bid Price Requirement, we recently enacted a third reverse stock split. We may need to enact additional reverse stock splits to maintain compliance if we fail to meet the Minimum Bid Price Requirement in the future.
As mentioned above, we enacted a 1-for-15 reverse stock split of our Voting Common Shares on August 22, 2024, and a reverse stock split of 1-for-9 of our Voting Common Shares on October 8, 2024, in an effort to regain compliance with Nasdaq’s minimum bid price requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5450(a)(1) which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). To maintain compliance, the closing bid price of our common shares cannot be less $1.00 per share for 30 consecutive days, otherwise we would be subject to an automatic Nasdaq Hearing Panel which could result in a delisting from the Nasdaq Capital Market. In an effort to maintain compliance with the Minimum Bid Price Requirement, we enacted a third reverse stock split on a 1-for-10 basis on March 31, 2025. The cumulative effect of the three reverse stock splits was 1-for-1,350. While this action was sufficient to ensure that we maintain a minimum bid price for our common shares above $1.00, there are no assurances that we will maintain such compliance in the future.
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If we have to enact a fourth reverse stock split to maintain compliance in the future, we may not be able to do so as the Nasdaq may object to such a fourth reverse stock split or we may not have sufficient room for a reverse stock split given other listing requirements such as the minimum number of common shares required to be in circulation and held by the public. Even if we enacted a fourth reverse stock split, the public markets could view any such future reverse stock split negatively, and the per share price of our common shares could be adversely affected.
You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited because we are incorporated under the laws of the Province of Quebec and the majority of our directors and executive officers reside outside the United States.
We are constituted under the laws of the Business Corporations Act (Quebec) (the “Business Corporation Act”), and our executive offices are located outside of the United States in Boisbriand, Quebec. Our officers and the majority of our directors reside outside the United States. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons. You may also have difficulty enforcing, both in and outside of the United States, judgments you may obtain in U.S. courts against us or these persons in any action, including actions based upon the civil liability provisions of U.S. Federal or state securities laws. Furthermore, there is substantial doubt as to the enforceability in Canada against us or against any of our directors and officers who are not residents of the United States, in original actions or in actions for enforcement of judgments of U.S. courts, of liabilities based solely upon the civil liability provisions of the U.S. federal securities laws. In addition, shareholders in Quebec corporations may not have standing to initiate a shareholder derivative action in U.S. federal courts.
As a result, our public shareholders may have more difficulty in protecting their interests through actions against us, our management, our directors or our major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.
We may lose our foreign private issuer status in the future, which could result in significant additional cost and expense.
While we currently qualify as a foreign private issuer, the determination of foreign private issuer status is made annually based on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, our next determination will be made based on information as of February 28, 2026. Although we have concluded that we will continue to be a foreign private issuer in our fiscal year starting September 1, 2025, we may lose our foreign private issuer status for the fiscal year starting September 1, 2026 as a result of our acquisition of NVG.
If we cease to be a foreign private issuer, the regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we cease to be a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive in certain respects than the forms available to a foreign private issuer. We would be required under current SEC rules to prepare our financial statements in accordance with U.S. GAAP, rather than IFRS, and modify certain of our policies to comply with corporate governance practices required of U.S. domestic issuers. Such conversion of our financial statements to U.S. GAAP would involve significant time and cost. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges (including the Nasdaq Capital Market) that are available to foreign private issuers such as the ones described above and exemptions from procedural requirements related to the solicitation of proxies.
Risks Related to NVG
In June 2025, we expanded our business through the acquisition of NVG, a business that consists of dealerships that sell boats, boat parts and accessories. The following risks, which are in addition to other risks set out herein, are more specifically related to those operations.
Our success will depend, in part, upon our continued access to financing for inventory.
Our dealership business requires a large inventory to satisfy potential customers with different tastes and price points. We require adequate financing to purchase such inventory. This financing is generally in the form of floor plan financing provided by banks or other lending institutions or from manufacturers of boats and other items that we sell. Of the $61.5 million in our total liabilities as of August 31, 2025, $32.5 million consisted of notes payable related to floor plan financing. Access to floor plan financing generally facilitates our ability to increase our inventory. The availability and terms of floor plan financing depends upon:
| ● | our ability to access certain capital markets and to fund operations in a cost-effective manner; |
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| ● | the performance of our overall credit portfolios; |
| ● | the willingness of manufacturers to accept the risks associated with lending to us; and |
| ● | our overall creditworthiness. |
If floor plan financing were not available to us, our sales and our working capital levels could be adversely affected as we would likely have less models available for sale in our inventory and would likely make less sales.
Our business model entails carrying substantial amounts of debt.
Our subsidiary NVG is highly leveraged. The model for NVG’ dealership business entails incurring a substantial amount of debt for both the purchase of inventory through floor plan financing (for example, as of August 31, 2025, we had $32.5 million of notes payable related to floor plan financing) and long-term debt related to equipment loans (for example, as of August 31, 2025, we had $2.0 million of long-term debt). Failure to properly service this debt could cause us to sell assets at less than their market value, refinance these debts on unfavorable terms or issue debt and/or equity securities on unfavorable terms. If we were to default on any of this debt, we could incur severe penalties, be prevented from incurring any additional debt, default on unrelated debt, have repayment of outstanding debt accelerated and/or lose any assets (such as inventory or real property) secured by such debt or by court order. Although NVG has entered into forbearance agreements with its floor plan lenders, such agreements only provide short-term relief from enforcement actions and the protection they offer is limited to the duration of the forbearance period. Once the forbearance period expires, we could be subject to the enforcement actions described above if were to default on any of the floor plan loan arrangements.
Our success depends to a significant extent on the well-being, as well as the continued popularity and reputation for quality of the boating products of our manufacturers. The failure to obtain a high quality and desirable mix of competitively priced products that our customers demand could have a material adverse effect on our business, financial condition, and results of operations.
We depend on our manufacturers to provide us with products that compare favorably with competing products in terms of quality, performance, safety, and advanced features, including the latest advances in propulsion and navigation systems. Any adverse change in the production efficiency, product development efforts, technological advancement, expansion of manufacturing footprint, supply chain and third-party suppliers, marketplace acceptance, marketing capabilities, ability to secure adequate access to capital, and financial condition of our manufacturers could have a substantial adverse impact on our business. Any difficulties encountered by any of our manufacturers resulting from economic, financial, supply chain, or other factors could adversely affect the quality and amount of products that they are able to supply to us and the services and support they provide to us.
Any interruption or discontinuance of the operations of the manufacturers that we purchase from could cause us to experience shortfalls, disruptions or delays with respect to needed inventory. Alternate sources to any manufacturer experiencing such difficulties may not be available at the time of any interruption, and alternative products may not be available at comparable quality and price.
We rely on one manufacturer for a substantial portion of our sales
NVG relies on one manufacturer for a substantial portion of its revenues. In our fiscal year ended August 31, 2025, the sale of boats from Axopar represented approximately 38% of our net revenues. If our relationships with this manufacturer deteriorated, if it were to experience financial hardship or if it were to cease operations, the price at which we purchase these boats could increase or we might not be able to purchase them at all. Additionally, Axopar manufactures the majority of its boats in Poland. If the current U.S. administration were to impose new tariffs on goods manufactured in Poland (as is currently proposed), the cost to us of these boats could significantly increase. As a result of these factors, our margins could decrease or we may lose sales as a result of an increase in the price at which we sell these goods.
We face intense competition.
We operate in a highly competitive environment. In addition to facing competition generally from recreation businesses seeking to attract consumers’ leisure time and discretionary spending dollars, the recreational boat industry itself is highly fragmented, resulting in intense competition for customers, quality products, boat show space, and suitable retail locations. We rely to a certain extent on boat shows to generate sales.
We compete primarily with boat dealers and, with respect to sales of marine parts, accessories, and equipment, with national specialty marine parts and accessories stores, online catalog retailers, sporting goods stores, and mass merchants. Competition among boat dealers is based on the quality of available products, the price and value of the products, and attention to customer service.
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There is significant competition both within markets we currently serve and in new markets that we may enter. We compete in each of our markets with retailers of brands of boats and engines we do not sell in that market. In addition, several of our competitors, especially those selling marine equipment and accessories, are large national or regional chains that have substantial financial, marketing and other resources. Private sales of used boats represent an additional source of competition.
Due to various matters, including environmental concerns, permitting and zoning requirements, and competition for waterfront real estate, some markets in the United States have experienced an increased waiting list for marina and storage availability. Marine retail activity could be adversely affected in markets that do not have sufficient marine and storage availability to satisfy demand.
Timing of sales and failure to adequately anticipate consumer preference and demand may have an adverse impact on our business.
Forecasting optimal inventory levels is difficult to predict based on, among other things, changes in economic conditions, consumer preferences, delivery of new models from manufacturers, and timing of sales. Failure to adequately anticipate consumer demand and preferences could negatively impact our inventory management strategies, inventory carrying costs, and our operating margins.
Our sales volume and profit margin on each sale may be materially and adversely affected if manufacturers discontinue or change their incentive programs.
We depend on manufacturers of boats, parts and accessories for certain sales incentives, warranties and other programs that are intended to promote and support new sales. Manufacturers routinely modify their incentive programs in response to changing market conditions. Some of the key incentive programs include:
| ● | customer rebates or below market financing on new boats; |
| ● | dealer incentives on new boats; and |
| ● | warranties on new and used boats. |
A reduction or discontinuation of a manufacturer’s incentive programs may materially and adversely affect our profitability.
We depend on manufacturers to supply us with sufficient numbers of popular and profitable new models.
Manufacturers typically allocate their boats among dealerships based on the sales history of each dealership. Supplies of popular new boats may be limited by the applicable manufacturer’s production capabilities. Popular new boats that are in limited supply typically produce the highest profit margins. We depend on manufacturers to provide us with a desirable mix of popular new boats. Our operating results may be materially adversely affected if we do not obtain a sufficient supply of these boats.
We envision generating significant revenue from the sale of parts and accessories and the provision of services to customers related to boats but will be less likely to do so if we do not sell boats to those customers.
We believe that we can generate a substantial portion of our revenues from our NVG locations from the provision of maintenance required to keep a boat operational, safe, and efficient, integration of electronic, mechanical, and software components onto a boat, providing financing services, and selling warranties, parts and accessories. Although we will try to sell these services and products to anyone needing them, it will be easier to sell such services and products to persons who have already purchased a boat from us and as a result have a re-existing relationship. Consequently, any decrease in the number of boats that we are able to sell will likely result in a decrease in the sale of these related services.
We have the option to acquire additional properties, and if the contingent conditions to do so do not occur, we may be prevented from acquiring such properties.
We entered into an Equity Purchase Agreement in June 2025 to acquire NVG and its subsidiaries. Initially, we had intended to acquire six pieces of real property that NVG owned and from which it operated its business in the transaction, but instead we acquired the option to purchase these properties. This option allows us to acquire the equity of the entities holding the properties or approve a sale of the properties and receive the net proceeds on such sale after selling costs and reimbursement of the respective mortgages. We negotiated for the acquisition of the option to purchase those properties instead of purchasing them outright because the mortgage lender on those properties refused to extend the existing mortgages on those properties beyond the closing of the transaction because the ultimate shareholder of NVG would be a non-U.S.
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entity post-closing. Of the six properties that we initially had an option to purchase, two have been sold subsequent to August 31, 2025 and we received approximately $3.8 million in net proceeds on the sales. Therefore, we now have the option to purchase four properties if we are able to obtain an alternative source of financing. If we are unable to obtain such financing, we might never exercise our option to acquire these properties. If that were to occur, instead of owning the land on which we conduct our operations, we would lease it and be subject to the risks involved in being a lessee.
We have significant relationships with various third-party warranty insurers and administrators. These third-parties are the obligor of service warranty policies sold to our customers. Additionally, we have agreements in place that allow for future income based on the claims experience on policies sold to our customers.
We sell service warranty policies to our customers issued by various third-party obligors. We receive additional fee income if actual claims are less than the amounts reserved for anticipated claims and the costs of administration and administrator profit.
A decline in the financial health of any third-party insurer could jeopardize the claims reserves held by the administrator and prevent us from collecting the experience payments anticipated to be earned in future years. While the amount we receive varies annually, the loss of this income could negatively impact our business, results of operations, financial condition and cash flows. Further, the inability of an insurer to honor service warranty claims would likely result in reputational risk to us and might result in claims to cover any default by the insurer.
Changes to trade policies, tariffs, and import/export regulations may have a material adverse effect on our business, financial condition, and results of operations.
In our fiscal year ended August 31, 2025, approximately 98% of our sales and rentals occurred in the United States, a percentage that could increase as our operations expand. Changes in laws and policies governing foreign trade could adversely affect our business. The current U.S. administration has recently implemented tariffs on various countries and products to levels not seen in over 50 years and has imposed and threatened to impose new tariffs on goods manufactured in Canada (like our boats and proposed mass manufacturing of our powertrains). There is uncertainty as to whether the tariffs imposed by the current U.S. administration are permanent, will be increased as a result of retaliatory measures or will be increased unilaterally. Such policy changes and the uncertainty surrounding them may place greater restrictions and economic disincentives on international trade and may have the potential to adversely impact the global and local economies, our industry and global demand for our products and, as a result, could have a material adverse effect on our business, financial condition and results of operations. Specifically, such tariffs could increase the cost of our products to U.S. consumers and increase the cost of our rental boat operations in the United States.
Additionally, approximately 54% of the boats sold by NVG in our 2025 fiscal year were manufactured by Axopar. Axopar manufactures the majority of its boats in Poland. If the current U.S. administration were to impose new tariffs on goods manufactured in Poland (as is currently proposed), the cost to us of these boats could significantly increase. This could have a material adverse affect on our expenses as well as the price at which we sell such boats and the number of such boats sold.
We are vulnerable to geographic risk.
In June 2025, we acquired a network of dealerships through our acquisition of NVG. Of our approximately $13.8 million in revenue for the year ended August 31, 2025, approximately $12.8 million was generated by NVG. All of NVG physical locations are located in the State of Florida. If Florida were to suffer natural disasters, such as hurricanes, tropical storms, fire or floods, if Florida were otherwise exposed to a regional downturn in its economic condition, or if our competitors in Florida became more successful, our sales and revenues could be materially reduced. Unless we expand our network of dealerships outside of Florida, our geographic risk is concentrated in a regional area instead of being spread nationally or even globally.
The availability of boat insurance is critical to our success.
The ability of our customers to secure reasonably affordable boat insurance that is satisfactory to lenders that finance our customers’ purchases is critical to our success. Any difficulty of customers to obtain affordable boat insurance could impede boat sales and adversely affect our business.
Risks Related to our Electric Operations
Prior to June 2025, we exclusively focused our operations on the development and manufacture of our proprietary E-Motion™ Electric Powertrain System, the manufacture of a limited number of electric boats and the rental of electric boats. Although we have expanded our business through the acquisition of NVG, we intend to continue pursuing these operations, especially those related to our E-
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Motion™ Electric Powertrain System. The following risks, which are in addition to other risks set out herein, are more specifically related to those operations.
Our plan of operations entails promoting a product that we may never launch or which may not be commercially accepted if launched.
We have concentrated the majority of our research and development efforts on developing electric powertrain systems that we intend to rent and sell to Original Equipment Manufacturers (“OEM”) of boats. We expect the electric powertrain systems to represent a significant portion of our revenue in our coming accounting periods. We do not know if OEMs will find our product candidate to be an attractive component in their boats or if they will find the price of our electric powertrains to be acceptable. We do not currently have any significant customers for our electric powertrains. Even if we do develop such relationships with OEMs, we might not be able to maintain them or grow them as anticipated. At the time of our initial public offering, we had expected to begin the commercialization of our electric powertrains in 2020 but were not able to meet that preferred timeline, and we may not meet our new timelines. If we are not successful in commercializing our product or if sales of our electric powertrain are less than we estimate, our business may not grow as expected.
Our future growth depends upon consumers’ willingness to purchase electric powerboats.
Our growth highly depends upon the adoption by consumers of, and we are subject to an elevated risk of any reduced demand for, electric powerboats. Without such growth, sales of our electric powertrain, if any, and our electric boats may not grow at the rate that we anticipate, if such sales grow at all. If the market for electric powerboats does not develop as we expect or develops more slowly than we expect, our business, prospects, financial condition and operating results will be negatively impacted. Despite the long history of electric powerboats, the market for them is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new electric powerboat announcements and changing consumer demands and behaviors. Powerboats with conventional gas-powered motors may be deemed preferable to electric powerboats as they tend to be more powerful, have a longer range and/or cost less. Other factors that may influence the adoption of electric powerboats include:
| ● | the decline of an electric powerboats range resulting from deterioration over time in the battery’s ability to hold a charge; |
| ● | concerns about electric grid capacity and reliability, which could derail our efforts to promote electric powerboats as a practical solution to powerboats which require gasoline; |
| ● | improvements in the fuel economy of the internal combustion engine; |
| ● | the availability of service for electric powerboats; |
| ● | the environmental consciousness of consumers; |
| ● | the availability of tax and other governmental incentives to manufacture electric powerboats; and |
| ● | increased costs related to tariffs and possible inflation. |
Any of the factors described above may cause current or potential customers not to purchase our electric powerboat, which would materially adversely affect our business, operating results, financial condition and prospects.
Our future growth depends upon consumers’ preference for outboard motors.
We envision the majority of our growth deriving from the sale of our electric powertrain for an outboard motor. If consumer preferences lead to a decline in outboard motors, the OEMs we intend to sell our electric powertrain to may produce less electric boats, and we may not be able to sell as many electric powertrains as we anticipate, if we sell any at all. We may not be able to adapt the technology behind this powertrain for inboard motors or may only be able to do so in a way that is not cost effective.
We rely on a limited number of suppliers for key components of our finished products.
Although we manufacture all of our powerboats, we do so by assembling the component parts that we acquire from third-party suppliers rather than by producing any of those component parts ourselves. Likewise, we purchase parts for the assembly of our powertrains rather than manufacture the individual components.
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We materially depend on some of those third-party suppliers for certain components that we obtain from a limited number of suppliers.
As we purchase our components and parts through purchase orders and informal arrangements rather than long-term purchase agreements, we have not contractually secured a supply chain for these components and parts. Some of our third-party suppliers may experience delays in delivering parts and components for our products. If we experience delays in receiving our supplies from these third-parties, if they significantly increase the cost of these components or if they cease offering us these components, we may have to find new suppliers, which might not be possible on a timely basis, or cease production of the products in which the components are included.
The range of electric powerboats on a single charge declines over time which may negatively influence potential customers’ decisions whether to purchase our boats or boats containing our electric powertrains.
The range of electric powerboats on a single charge declines principally as a function of usage, time and charging patterns. For example, a customer’s use of their powerboat as well as the frequency with which they charge the battery can result in additional deterioration of the battery’s ability to hold a charge. During the lifetime of the lead acid batteries in powerboats, 500 to 1,000 recharge cycles are possible, and our lithium battery pack will retain approximately 85% of its ability to hold its initial charge after approximately 3,000 charge cycles and 8 years, which will result in a decrease to the boat’s initial range. Such battery deterioration and the related decrease in range may negatively influence potential customer decisions whether to purchase an electric boat, which may harm our ability to market and sell our boats. Likewise, if such reasoning deters potential customers from purchasing boats made by OEMs that use our electric powertrains, they may order fewer electric powertrains from us, if they ever order any at all.
Developments in alternative technologies or improvements in the internal combustion engine may materially adversely affect the demand for our electric powerboats.
Significant developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect our business and prospects in ways we do not currently anticipate. For example, fuel which is abundant and relatively inexpensive in North America, such as compressed natural gas, may emerge as consumers’ preferred alternative to petroleum-based propulsion. Any failure by us to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay our development and introduction of new and enhanced electric powerboats, which could result in the loss of competitiveness of our boats, decreased revenue and a loss of market share to competitors.
If we are unable to keep up with advances in electric powerboat technology, we may lose our competitive position in the industry.
We may be unable to keep up with changes in electric powerboats technology, particularly developments with powertrains. As a result, we may lose our competitive position in the industry. Any failure to keep up with advances in electric powerboat technology could result in a loss of our competitive position which would materially and adversely affect our business, prospects, operating results and financial condition. Our research and development efforts may not be sufficient to adapt to changes in electric powerboat technology. As technologies change, we plan to upgrade or adapt our electric powertrain. We would additionally upgrade our boats and introduce new models to take advantage of these changes. However, our technology and boats may not compete effectively with alternative technology or powerboats if we are not able to source and integrate the latest technology. For example, we do not manufacture lead or lithium battery cells, and as a result, we are dependent on suppliers of battery cell technology for our battery packs.
We intend to rely on a third-party for the manufacture of what we envision will become our principal product.
If we are able to commercialize our E-Motion™ electric powertrain system, we intend to use a third-party to mass produce our powertrains. In October 2021, we entered into a Manufacture and Supply Agreement with Linamar Corporation, a provider of manufacturing solutions and a developer of highly engineered products. Under the terms of the agreement, we intend for McLaren Engineering, Linamar’s technology and product development team for its advanced mobility segment, to manufacture and assemble our E-Motion™ technology through testing, parts, tooling development, and designing the union assembly for mass production of our electric powertrain at Linamar’s facility in Canada. If the current U.S. administration implements its threatened significant tariffs on all or select imports from Canada, OEMs located in the United States might not find the post-tariff cost of our powertrains produced at this facility to be sufficiently competitive. Once we have scaled up the production of our electric powertrain, we intend for the Linamar Corporation to produce our electric powertrain for mass commercialization. If Linamar Corporation is unable to satisfactorily manufacture our E-Motion™ powertrains, we will be forced to find a new third-party manufacturer or to produce such powertrains inhouse (with our current facilities we believe that we are limited to producing 300 electric powertrains per year in addition to producing 150 boats per year).
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Any such change in manufacturers could lead to a delay in our ability to deliver on purchase orders or the loss of such purchase orders, which in turn could adversely affect our revenue or the timing of our revenue.
If we are unable to meet our production and development goals, we may need to change our business plans for our E-Motion powertrains or the timeline in which we expect to carry them out.
Our ability to carry out our business plans for the commercialization of our powertrains depends upon meeting our production and development goals. Delays or failures in meeting these goals could require us to reassess our business plans and the timeline that it will take us to implement those plans. In the past, we have not always met our production and development goals. For example, we expected to manufacture approximately 50 powerboats, and begin commercialization of our electric powertrains in calendar 2023, and we did not meet these goals. If any such delays or failures were to cause a material change to our proposed business plans, such change could result in materially adverse changes in our projected revenues or expenses and could jeopardize the viability of our E-Motion powertrains.
If our suppliers sell us parts or components containing conflict minerals, we may be required at significant expense to find suppliers that do not use conflict minerals.
In 2010, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) requiring the Securities and Exchange Commission (“SEC”) to issue rules specifically relating to the use of “Conflict Minerals” within manufactured products. Conflict Minerals are currently defined by U.S. Law as tin, tantalum, tungsten and gold (also known as “3TG”) and related derivatives. Within a year of becoming a public company, the SEC rules require any SEC registrant whose commercial products contain any 3TG (“3TG Product”) to determine whether the 3TG in the 3TG Product originated from the Democratic Republic of the Congo (“DRC”) or adjoining countries (collectively, the “DRC Region”) and, if so, whether the 3TG is “conflict free”. “3TG Conflict Free” means that the supply chain is transparent and the 3TG in 3TG Products does not directly or indirectly benefit armed groups responsible for serious human rights abuses in the DRC Region. By enacting this provision, Congress intends to further the humanitarian goal of ending the extremely violent conflict in the DRC Region, which has been partially financed by the exploitation and trade of 3TG originating in the DRC Region.
We may need to expend time and money on determining whether our products contain conflict minerals. To date, we have not conducted such an analysis. If our suppliers use conflict minerals in the production of the parts and components that we purchase from them, we may need to find alternative suppliers. If possible, this may only be possible at significant expense or with material delays in production.
Our software to control our electric powertrain systems contains “open source” software, and any failure to comply with the terms of one or more of these open-source licenses could negatively affect our business.
We use software to control our electric powertrain systems that relies upon “open source” licenses and intend to use such software in the future. Although we do not believe that the open source code we have used imposes any limitations on the use of the software that we have developed, the terms of many open source licenses have not been interpreted by United States or other courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our solutions including requirements that we make available source code for modifications or derivative works we create based upon the open source software or license such modifications or derivative works. In addition to risks related to license requirements, usage of open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on origin of the software. We cannot be sure that all open source is submitted for approval prior to use in our solutions. In addition, many of the risks associated with use of open source cannot be eliminated, and could, if not properly addressed, negatively affect the performance of our electric powertrains and our business.
We rely on network and information systems and other technologies for our business activities and certain events, such as computer hackings, viruses or other destructive or disruptive software or activities may disrupt our operations, which could have a material adverse effect on our business, financial condition and results of operations.
Network and information systems 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 in digital form stored on cloud servers.
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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. 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.
The unavailability, reduction or elimination of government economic incentives could have a material adverse effect on our business, financial condition, operating results and prospects.
Although we are unaware of substantial governmental economic incentives, such as tax credits and rebates, that customers may receive in connection with the purchase of our products, there are certain governmental regulations whose repeal could affect the desirability of our powerboats. In particular, local and regional restrictions of internal combustion engines on certain waterways, make electric boats an attractive alternative for use in such lakes and rivers. Any reduction, elimination or discriminatory application of such rules because of policy changes or other reasons may result in the diminished competitiveness of electric boats generally. This could materially and adversely affect the growth of our market and our business, prospects, financial condition and operating results.
Our business may be adversely affected by labor and union activities.
None of our employees are currently represented by a labor union. It is common in Quebec for employees of manufacturers of a certain size to belong to a union. Although we do not believe that we are currently of a size where our employees will unionize, were they to do so now or in the future, we would be at risk for higher employee costs and increased risk of work stoppages. We also directly and indirectly depend upon other companies with unionized work forces, such as parts suppliers and trucking and freight companies, and work stoppages or strikes organized by such unions could have a material adverse impact on our business, financial condition or operating results. If a work stoppage occurs among our key suppliers or our network of distributors, it could materially reduce the manufacture and sale of our boats and have a material adverse effect on our business, prospects, operating results or financial condition.
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. We cannot assure you that we will be able to attract and retain qualified employees to meet current or future manufacturing needs at a reasonable cost, or at all. For instance, the demand for skilled employees has increased recently with the low unemployment rates in the regions 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.
Our intellectual property is not fully 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.
While we have filed trademark applications with the Canadian Intellectual Property Office and the U.S. Patent and Trademark Office for our logo and the brand name “E-Motion”, we have not yet fully protected our intellectual property rights, particularly for our E-Motion™ powertrain system, through patents or formal copyright or trademark registration. We have currently filed 13 patent applications with the U.S. Patent and Trademark Office with respect to our E-Motion™ powertrain system and intend to file another 11 patent applications related to this system over the next twelve months. All filed patent applications are currently pending. As we intend to transition into the production of electric powertrains to OEMs, we envision our intellectual property and its security becoming more vital to our future. Until we fully protect our intellectual property through patent, trademarks and registered copyrights, 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 electric powertrain and for the construction of our boats. We do not yet use confidentiality agreements with our collaborators, employees, consultants, outside scientific collaborators and sponsored researchers and other advisors to protect our proprietary technology and processes.
14
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.
Any patent applications that we file may not result in issued patents, which may have a material adverse effect on our ability to prevent others from interfering with our commercialization of our products
We have retained a patent lawyer to begin the process of filing patent applications for up to 24 patents related to our E-Motion™ powertrain system; to date, we have filed thirteen patent applications. The registration and enforcement of patents involves complex legal and factual questions and the breadth and effectiveness of patented claims is uncertain. If we file patent applications in connection with our electric outboard powertrain systems or other matters, we cannot be certain that we will be first to file patent applications on those or other inventions, nor can we be certain that such patent applications will result in issued patents or that any of our issued patents will afford sufficient protection against someone creating competing products, or as a defensive portfolio against a competitor who claims that we are infringing its patents. In addition, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications, if any, will result in issued patents in those foreign jurisdictions or that such patents can be effectively enforced, even if they relate to patents issued in the United States.
We have limited registered trademarks for our products and trade names
We have submitted applications for registered trademarks for our name and some of our brands, and, while such applications have been granted, not all of our brands currently have registered trademark protection. Any future trademark applications that we file with a relevant governmental authority for brand names/logos might not be approved. Failure to obtain such approval could limit our ability to use the brand names/logos in those territories or lead our products to be confused with, and/or tarnished by, competing products. Even if appropriate applications were made and approved, third parties may oppose or otherwise challenge such applications or registrations.
We may need to defend ourselves against patent or trademark infringement claims, which may be time-consuming and would cause us to incur substantial costs.
The status of the protection of our intellectual property is unsettled as we do not have any patents, limited trademarks or registered copyrights. We have yet to apply for protection for at least twelve components of intellectual property for which we intend to file patent applications, and we operate under the names “Nautical Ventures Group” and “Aquazone” without trademark protection. 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 our business. 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 rights. 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; |
| ● | pay substantial damages; |
| ● | seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; |
| ● | redesign our boats or other goods or services to avoid infringing the third-party intellectual property; |
| ● | establish and maintain alternative branding for our products and services; or |
| ● | find-third providers of any part or service that is the subject of the intellectual property claim. |
15
In the event of a successful claim of infringement against us and our 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 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.
1.2 Overall Performance
Description of Business
The Company was incorporated on August 29, 2012, under the laws of the province of Quebec, Canada, and its principal activity was the manufacture, sale, and rental of electric boats, as well as the design and commercialization of electric propulsion systems. On June 20, 2025, the Company completed the acquisition of all issued and outstanding shares of NVG, a Florida‑based recreational boat retailer and service company. The acquisition significantly expands the Company’s U.S. operations and distribution capabilities.
The head office and principal address of the Company are located at 730 Boulevard du Curé-Boivin, Boisbriand, Quebec, Canada, V7G 2A7.
Additional information related to the Company is available on SEDAR at www.sedar.com and on the SEC’s website at https://www.sec.gov/edgar/searchedgar/companysearch. The information contained on SEDAR is for your reference and is not incorporated by reference into any filings we have made with the SEC, including our registration statement on Form F-3 (no. 333-267893) and any prospectus supplements thereunder.
Performance Summary
The following is a summary of significant events and transactions that occurred during and subsequent to the fiscal year ended August 31, 2025:
On September 10, 2024, the Company announced its strategic alliance with ePropulsion to empower the groundbreaking Phantom Boat, crafted from innovative plastic rotomolding technology. Following its debut at the Miami International Boat Show, the Phantom is set to showcase a customized electric ePropulsion system. In this partnership, the Phantom will be available through select ePropulsion dealers, both on request and by recommendation across its dealer network.
On September 23, 2024, the Company announced the launch of its E-Motion™ 180e Inboard electric motor system that delivers a continuous 180hp at the propeller.
On November 18, 2024, the Company announced a new production initiative with Smoker Craft Inc., a U.S.-based pontoon manufacturer known for its precision engineering and advanced manufacturing capabilities. This collaboration is expected to produce a state-of-the-art pontoon platform specifically designed to integrate Vision Marine’s high-performance (180 HP) electric propulsion systems, specifically the pontoon-designed P-Powerpack. The Company believes the powerpack will merge cutting-edge technology and exceptional craftsmanship into a transformative product for the marine industry.
On November 20, 2024, the Company announced its participation in the grand opening of Aileron, a prestigious residential project in Dania Beach Florida. In October 2021, the Company secured its role in the Aileron project under an agreement which includes exclusive use of 400 lineal feet of commercial docks at this prime waterfront location.
On December 1, 2024, the Company announced that it had entered into a milestone partnership with Massimo Marine, the marine division of Massimo Group (Nasdaq: MAMO). This collaboration aims to produce a fully integrated 30-foot electric pontoon platform designed for commercial and recreational markets.
On December 8, 2024, the Company announced a strategic partnership with Armada Pontoons, a renowned manufacturer of high-quality pontoon boats based in Quebec, Canada. This collaboration introduces a new electric pontoon boat design to meet the growing demand for eco-friendly, regulation-compliant, and competitively priced boating solutions for North America’s vast network of lakes.
On January 9, 2025, the Company announced the establishment of a production line for custom cooling plates in partnership with Calip Group, a leader in high-tech welding processes. Under this collaboration, Calip Group will supply components that enhance the thermal management of the Company’s high-voltage (HV) marine battery packs. These custom cooling plates are specifically tailored to meet the stringent demands of marine applications, with production slated to begin in 2025.
16
On January 14, 2025, the Company announced the filing of its sixth patent application related to its E-Motion™ Electric Powertrain System for a Battery Authentication Encryption Technology. This system is designed to securely integrate proprietary components within the E-Motion™ Electric Powertrain, prevent third-party substitution, and gather valuable boaters’ data, reinforcing the strategic value of the Company’s advanced technology.
On January 27, 2025, the Company announced the filing of its seventh patent application related to its E-Motion™ Electric Powertrain System for a new Independent Fault Detection Technology which is designed to autonomously manage critical powertrain components, improving operational performance and reliability, while addressing the unique demands of the electric marine industry.
On January 31, 2025, the Company announced that one of its boats integrated with our E-Motion™ 180E Electric Marine HV Powertrain has successfully received “CE” certification or European conformity.
On February 6, 2025, the Company announced the filing of its eighth patent application related to its E-Motion™ Electric Powertrain System for its newly developed Distributed Control System Architecture, which aims to simplify system integration, enhance scalability, and improve operational efficiency in electric marine vessels.
On February 10, 2025, the Company announced the appointment of Pierre-Yves Terrisse to its Board of Directors.
On February 12, 2025, the Company announced that it has expanded its partnership with Aileron Residences, a premier luxury waterfront community being developed in Dania Beach, Florida, enabling the Company’s boat rental operations to progressively begin offering rental services in the near future. As part of this expanded partnership, Aileron Residences residents will be eligible to receive automatic membership to the Company’s exclusive electric boat club in the near future, granting them effortless access to a fleet of high-performance electric vessels.
On February 19, 2025, the Company announced an enhanced collaboration with Electrified Marina, the only 100% electric watercraft dealer in the U.S. Through this strengthened partnership, the Company will provide Electrified Marina with additional resources to bolster its role as a leading distributor and ambassador for the Company’s E-Motion™ electric propulsion technology. This initiative aims to expand consumer access to high-performance, zero-emission boating solutions along the East Coast.
On February 21, 2025, the Company announced that its Board of Directors had approved the establishment of a stock repurchase program authorizing the repurchase of up to 5% of the Company’s issued and outstanding common shares. The Company intends to enter into a 10b-18 trading plan establishing such a program in the near future. Under this authorization, the Company envisions repurchasing shares from time to time at its discretion through a 10b-18 trading plan. The timing and amount of any repurchases would be determined pursuant to such plan. To date, no repurchases have been made under this plan.
On February 24, 2025, the Company announced the filing of its ninth patent application related to its E-Motion™ Electric Powertrain System for its Outboard Power Control Unit (“PCU”) designed for electric marine vessels for the autonomous management of propulsion parameters and cooling operations to deliver enhanced efficiency and reliability. Leveraging a dual-CAN bus architecture, the PCU promotes seamless communication with both internal sensors and actuators within the outboard engine housing and external vessel control units. This architecture promotes real-time autonomous control of the electric motor, designed to increase performance while maintaining robust safety protocols and scalability.
On February 27, 2025, the Company announced the signing of a three-year exclusive supply agreement with MS Marine GmbH (“STERK”). This agreement positions the Company to become the sole provider of electric propulsion systems for STERK boats and grants the Company the exclusive global distribution rights for electric-powered STERK vessels with the Company’s electric propulsion systems.
On March 10, 2025, the Company announced the filing of its tenth patent application related to its E-Motion™ Electric Powertrain System for its Adaptive Control of a Water Pump in a Marine Propulsion System, which is designed to regulate pump operation based on real-time conditions, optimizing cooling efficiency, reducing energy consumption, and extending propulsion component longevity.
On April 9, 2025, the Company announced the filing of its eleventh patent application related to its E-Motion™ Electric Powertrain System for an advanced secure communication framework employing token-based authentication to safeguard essential vessel systems from unauthorized access. The technology utilizes a secure gateway acting as a protective intermediary between external interface devices and internal CAN bus systems, preserving integrity while allowing authorized control of critical components like batteries, throttles, and motor controllers.
17
On April 16, 2025, the Company, along with MS Marine GmbH, announced the successful completion of internal hull optimization in the latter’s STERK brand of vessels. The joint engineering effort focused on refining the internal hull layout of STERK vessels to securely house the Company’s E-Motion™ Electric Powertrain System. This milestone represents a key deliverable under the exclusive supply agreement between the two companies
On May 6, 2025, the Company announced the filing of its twelfth patent application related to its E-Motion™ Electric Powertrain System for software-driven overload protection of cooling-pump motors integrated within the system. The patent introduces smart software within the Company’s E-Motion™ Electric Powertrain System that continuously monitors electrical conditions of the cooling-pump motor. Similar to a home’s digital circuit breaker, this system instantly disconnects power when an overload is detected, eliminating the need for traditional hardware fuses.
On May 16, 2025, the Company reached a settlement agreement resolving an outstanding legal claim related to certain of its Series A Convertible Preferred shareholders. The Company agreed to issue 250,000 Voting Common Shares to these shareholders to settle the dispute. The settlement received court approval on August 13, 2025 resulting in the issuance of 250,000 Voting Common Shares to the plaintiffs.
On June 11, 2025, the Company announced the expansion of its partnership with Octillion Power Systems, a U.S.-based lithium-ion battery manufacturer, to produce high-voltage battery packs dedicated exclusively to the American market. Under the terms of the agreement, Octillion Power Systems will assemble the Company’s new proprietary 45.36 kWh battery packs at its facility in Nevada, aiding in fast, cost-efficient distribution across North America. These batteries are designed to support both the Company’s OEM integrations and consumer-facing electric boat offerings, delivering increased power, extended range, and improved performance, while reducing total system cost and simplifying logistics.
On June 18, 2025, announced that its E-Motion™ Electric Powertrain System has been approved for inclusion in California’s Clean Off-Road Equipment (“CORE”) Voucher Incentive Project. The voucher approval grants the Company’s propulsion kits eligibility for point-of-sale vouchers of up to $170,000 per unit, substantially reducing the cost of adopting electric propulsion for organizations modernizing their electric fleets.
On June 23, 2025, the Company announced that it had entered into an equity purchase agreement to acquire 100% of the issued and outstanding equity of NVG, a Florida-based recreational boat dealership, marina, and service provider. See the details of this transaction in section 1.4 below under the heading Business Acquisition – NVG.
On July 11, 2025, Xavier Montagne’s contract as the Company`s Chief Operating Officer and Chief Technology Officer concluded with the completion of his mandate following the successful industrialization and validation of the E-Motion™ Electric Powertrain System which was a project he led from concept to commercialization.
On July 16, 2025, the Company announced the appointment of Daniel Rathe as the Company`s Chief Technical Officer.
On July 28, 2025, the Company announced the expansion of its commercial activities across the global tender market by allocating a dedicated retail and service facility in Fort Lauderdale, focused exclusively on tenders and inflatables. This strategic property supports showroom expansion, accompanied by its marina which provides service capacity, aftermarket support for quick turnaround and on-site integration of both gas-powered and electric tenders, accelerating inventory turnover and operational readiness in this high-growth category.
On August 11, 2025, the Company announced a strategic partnership with Memphré Boat Racing, the student engineering team from the Université de Sherbrooke’s Faculty of Engineering. The partnership supports the team’s participation in the Monaco Energy Boat Challenge, an international competition at the forefront of sustainable marine innovation.
On August 14, 2024, the Company announced that Nautical Ventures had entered into a Letter of Intent with Nimbus Boats USA to exclusively distribute Nimbus powerboats on Florida’s West Coast.
On August 27, 2025, the Company announced the appointment of Maxime Poudrier as the Company`s Chief Operating Officer.
On August 28, 2025, the Company announced the launch of a dedicated electric boating division within NVG to provide customers with a complete EV-focused experience, encompassing sales, service, after-sales support, events, and a growing lineup of electric toys and watersports products.
18
On September 15, 2025, the Company announced a strategic partnership with Hydrofin, a U.S. company specializing in patented hydrofoil systems for pontoons. Through its NVG dealership network, the Company will integrate Hydrofin’s hydrofoil technology into its pontoon lineup. Hydrofin’s systems are engineered to lift pontoons partially out of the water, reducing drag and improving speed, range, and ride comfort. This makes them an especially valuable complement to the Company’s E-Motion™ Electric Powertrain System, where optimized efficiency directly translates to longer run-times and enhanced performance.
On September 26, 2025, the Company announced a strategic non-binding initiative with Port de Plaisance La Ronde to develop a technological and commercial hub dedicated to experience electric boating and activities on Île Sainte-Hélène, in Montreal and near Montréal–Trudeau International Airport. The project calls for the creation of an electric boating hub, bringing together a sales and distribution center, a technical and commercial training platform, and an expertise center to foster the adoption of electric propulsion in the marine industry.
On September 29, 2025, the Company announced the execution of a distribution agreement with Taiga Motors Inc. to serve as the exclusive dealer and authorized service provider for Taiga’s electric personal watercraft in major Florida markets. Under the agreement, NVG will have exclusive rights to distribute Taiga Motors Inc.’s electric personal watercraft across key Florida counties, including Miami-Dade, Broward, Palm Beach, and Hillsborough.
On September 30, 2025, the Company announced the world debut of the first dual application of the E-Motion™ Electric Powertrain System in partnership with STERK. The Sterk 31e dual integration expands the Company’s portfolio of 24 completed integrations of the E-Motion™ Electric Powertrain System across multiple recreational boating platforms, underscoring its unmatched expertise.
On October 10, 2025, the Company announced the sale of the property on which a NVG dealership is located at 300 U.S. Highway 1 in North Palm Beach, Florida. This property is one of the six real estate properties on which the Company held an option to purchase following the acquisition of NVG. The Company received approximately $2.03 million in net proceeds from the sale.
On October 23, 2025, the Company announced the sale of the property on which a NVG dealership is located at 139 Shore Court in North Palm Beach, Florida. This property is one of the six real estate properties on which the Company held an option to purchase following the acquisition of NVG. The Company received approximately $1.83 million in net proceeds from the sale. With the closing of this sale in conjunction the closing of the sale of 300 U.S. Highway 1, the contingent conditions associated with the Real Estate Note were satisfied, and the Company, accordingly, will issue a $2.0 million convertible note to Roger Moore. See the terms and condition of the Real Estate Note in section 1.4 below under the heading Business Acquisition – NVG.
On November 4, 2025, Clairitec S.A.S., a French-based supplier of battery chargers to the Company, advised that it had filed a Notice of Civil Claim with the Commercial Tribunal of Bordeaux, France. The Claim alleges breach of contract, by the Company, of the supply contract it had entered with Clairitec S.A.S. on or about June 23, 2023, for the development and supply of battery chargers (the “Claim”). The stated amount of the Claim is €398,050. The Company believes the Claim is without merit and intends to vigorously defend itself against the Claim.
On November 4, 2025, the Company announced the filing of its thirteenth patent application related to its E-Motion™ Electric Powertrain System a sealed cooling-inlet assembly positioned directly on the electric outboard, providing a connection fitting that feeds the electric water pump mounted under the cowling. This configuration supports improved thermal management and ease of access for maintenance.
On November 5, 2025, the Company announced the selection of BRP Electrification Engineering Services to provide targeted resources to help advance performance and accelerate next-generation development within the Company’s propulsion platform. The engagement complements the Company’s leadership in marine-specific electrification with additional innovation capabilities that expand its long-term roadmap.
Financings
During the fiscal year ended August 31, 2025 as well as the period up to the filing date of this MD&A, the Company issued the following securities:
On September 16, 2024, the Company issued 37,778 Voting Common Shares as part of a public offering for a total cash consideration of $3,400,000 less transaction costs of $774,180. As part of this offering, we also issued 1,896 warrants to the placement agent exercisable at $112.50 per Voting Common Share.
During the month of September 2024, 400 Series A Convertible Preferred Shares were converted into 988 Voting Common Shares.
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In October 2024, the Company established an “at-the-market” facility with ThinkEquity LLC for the sale of up to US$11.75 million of Voting Common Shares. During the year ended August 31, 2025, the Company issued 447,816 Voting Common Shares as part of the “at the market” public offering for a total cash consideration of $11,749,616 less transaction costs of $681,063.
On October 8, 2024, the Company implemented a reverse stock split, consolidating every 9 Voting Common Shares into 1 Voting Common Share. As a result of the round up feature for fractional shares, the Company issued an additional 19,512 Voting Common Shares.
On December 21, 2024, the Company forced the conversion of 1,950 Series A Convertible Preferred Shares in exchange for 4,821 Voting Common Shares. Following this conversion, there were no Series A Convertible Preferred Shares issued and outstanding.
On January 16, 2025, the Company issued 425,640 Voting Common Shares and 45,000 Pre-Funded Warrants as part of a private placement offering for a total cash consideration of $5,320,500 less transaction costs of $768,802, of which $435,794 was recorded as a reduction in equity and $333,008 was recorded as an expense. As part of this private placement, the Company issued warrants to purchase 235,320 Voting Common Shares for a period of five and a half years from the issuance date at an exercise price at $15.00. As part of this offering, we also issued 23,537 warrants to the placement agent exercisable at $15.00 per Voting Common Share.
On January 17, 2025, the Company forced the conversion of 3,000 Series B Convertible Preferred Shares in exchange for 7,408 Voting Common Shares. Following this conversion, there were no Series B Convertible Preferred Shares issued and outstanding.
In February 2025, 45,000 Pre-Funded Warrants were converted into 45,000 Voting Common Shares.
On March 31, 2025, the Company implemented a reverse stock split, consolidating every 10 Voting Common Shares into 1 Voting Common Share. As a result of the round up feature for fractional shares, the Company issued an additional 65,664 Voting Common Shares.
On August 18, 2025, the Company issued 2,075,000 Voting Common Shares and 1,425,000 Pre-Funded Warrants as part of a private placement offering for a total cash consideration of $7,000,000, less transaction costs of $1,037,762. As part of this offering, we also issued 175,000 warrants to the placement agent exercisable at $2.50 per Voting Common Share.
In August 2025, 1,425,000 Pre-Funded Warrants were converted into 1,425,000 Voting Common Shares.
During the year ended August 31, 2025, the Company issued a total of 86,160 Voting Common Shares to third parties in exchange for marketing, management consulting services, and board fees provided to the Company.
During the months of September and October 2025, the Company issued a total of 101,598 Voting Common Shares to third parties in exchange for sub-contracting services provided to the Company related to marketing, investor relations and board fees.
Incentive Stock Options
During the fiscal year ended August 31, 2025, the Company granted the following stock options:
On July 25, 2025, the Company granted 2,000 options at an exercise price of $6.61 per share. The stock options will expire 5 years from the grant date.
During the fiscal year ended August 31, 2025, 52 options were forfeited and 450 options expired.
20
1.3 Selected Annual Financial Information
|
|
Year Ended |
|
Year Ended |
|
Year Ended |
|
|
$ |
|
$ |
|
$ |
Revenue |
|
13,832,556 |
|
2,789,650 |
|
4,201,685 |
Gross Profit |
|
4,766,494 |
|
1,101,543 |
|
1,138,105 |
|
|
|
|
|
|
|
Expenses |
|
(26,410,605) |
|
(11,663,749) |
|
(16,850,465) |
|
|
|
|
|
|
|
Income/(Loss) before Tax |
|
(21,644,111) |
|
(10,562,206) |
|
(15,712,360) |
|
|
|
|
|
|
|
Income Taxes |
|
7,882 |
|
(179,035) |
|
(207,580) |
|
|
|
|
|
|
|
Total comprehensive income (loss) |
|
(21,267,257) |
|
(10,358,789) |
|
(15,805,844) |
Basic & Diluted Earnings (Loss) per Share |
|
(24.53) |
|
(1,135.64) |
|
(2,228.34) |
|
|
|
|
|
|
|
Balance Sheet |
|
|
|
|
|
|
Working Capital Surplus (Deficit)(1) |
|
9,277,798 |
|
524,845 |
|
(1,419,939) |
Total Assets |
|
69,913,257 |
|
8,456,101 |
|
17,843,450 |
Total Long-Term Liabilities |
|
11,767,024 |
|
366,879 |
|
1,546,877 |
(1) Working capital surplus is calculated using current assets less current liabilities.
1.4 Results of Operations
Business Acquisition – NVG
On June 20, 2025 (the “Acquisition Date”), the Company completed the acquisition of all of the issued and outstanding shares of NVG, a Florida-based recreational boat retailer and service company. NVG operates multiple locations focused on the sale of new and used boats, parts and accessories, and the provision of related maintenance and marine services.
The acquisition forms part of the Company’s strategy to expand its U.S. footprint, broaden its dealer and distribution network and create a platform to support the commercialization of its electric propulsion solutions. Following the acquisition, NVG and its subsidiaries are wholly owned subsidiaries of the Company and have been consolidated from June 20, 2025.
Consideration Transferred
In accordance with IFRS 3, Business Combinations, the Company measured the consideration transferred at fair value at the Acquisition Date. The total purchase consideration was determined to be $10,880,631, consisting of the following components:
|
|
Fair Value |
Component |
|
$ |
Initial Convertible Note |
|
5,601,934 |
Subsequent Convertible Note |
|
1,235,598 |
Real Estate Note |
|
2,545,013 |
Share Consideration |
|
1,498,086 |
|
|
10,880,631 |
The Initial Convertible Note is a convertible promissory note which was issued to Roger Moore, a related party, at the Acquisition Date for $4 million, with a maturity date of June 20, 2027. The convertible note accrues interest at 6.0% per annum and has monthly interest payments of $20,000. The convertible note can be converted at anytime to Voting Common Shares of the Company at an exercise price of $8.624.
The Subsequent Convertible Note is a convertible promissory note which will be issued to Roger Moore, a related party, for up to $2 million with a term of 36 months. The convertible note will accrue interest at 6.0% per annum and have monthly interest payments of $10,000. The convertible note will be convertible at anytime to Voting Common Shares of the Company at an exercise price of $8.624.
21
The issuance is contingent on the outcome of certain legal claims against NVG. A 50% probability was assigned to the issuance of this instrument.
The Real Estate Note is a convertible promissory note which will be issued to Roger Moore, a related party, for $2 million with a term of 36 months. The convertible note will accrue interest at 6.0% per annum and have monthly interest payments of $10,000. The convertible note will be convertible at anytime to Voting Common Shares of the Company at an exercise price of $8.624. The issuance is contingent on the completion of certain real estate transactions (see below Real Estate Agreement section).
The Share Consideration consists of up to 255,012 Voting Common Shares of the Company to be issued to Roger Moore, a related party. The issuance is contingent on the completion of certain real estate transactions (see below Real Estate Agreement section).
The Initial Convertible Note, the Subsequent Convertible Note and the Real Estate Note contain embedded conversion features which require bifurcation into debt and option components in accordance with IAS 32 and IFRS 9. At the Acquisition Date, the fair value of each component was determined in accordance with IFRS 13 using valuation techniques consistent with those applied by an independent valuation specialist.
The debt components were valued using a discounted cash flow model based on the contractual interest and principal payments, discounted using credit-adjusted market yields reflective of Vision Marine’s estimated unsecured borrowing rate and observable credit spreads for CCC-rated U.S. Consumer Discretionary issuers with similar maturities. Where applicable, present-value adjustments were applied to instruments expected to be issued at a future date.
The conversion option components were valued using a Black-Scholes option pricing model, which incorporated Level 3 inputs including:
| ● | the Company’s quoted share price on the valuation date; |
| ● | expected volatility based on historical daily, weekly and monthly volatility observations for the Company and comparable issuers; |
| ● | risk-free interest rates derived from U.S. Treasury yields with maturities matching each instrument’s expected life; |
| ● | expected terms to maturity consistent with the contractual lives of each instrument (adjusted for expected issuance timing where relevant); |
| ● | a 0% dividend yield; and |
| ● | for the Subsequent Convertible Note, a 50% probability weighting to reflect the contingent issuance conditions. |
The Share Consideration was measured at fair value using the Company’s closing share price on June 20, 2025, adjusted for a discount for lack of marketability, determined with reference to put-option models and empirical restricted-stock studies.
In accordance with IFRS 9, each note was bifurcated into a debt host and an embedded derivative, and the Share Consideration was classified as equity, as follows:
Initial Convertible Note
| ● | Long-term debt portion: $3,282,369 |
| ● | Derivative (option) portion: $2,319,565 |
Subsequent Convertible Note
| ● | Long-term debt portion: $695,572 |
| ● | Derivative (option) portion: $540,026 |
Real Estate Note
| ● | Long-term debt portion: $1,376,954 |
| ● | Derivative (option) portion: $1,168,059 |
22
Share consideration
| ● | Contributed surplus: $1,498,086 |
The debt components are measured at amortized cost and the embedded derivatives are measured at fair value through profit and loss (“FVTPL”).
Real Estate Agreement
Prior to the acquisition, certain real estate previously used by NVG was transferred to entities controlled by the previous owner, Roger Moore. Concurrently with the acquisition, the Company entered into a Real Estate Agreement under which it may either:
| ● | acquire the equity of the real estate holding entities; or |
| ● | approve a sale of the properties and receive the net proceeds (after selling costs and mortgages payable). |
The Real Estate Note will be issuable if two of these properties are acquired or sold, while the Share Consideration will be issuable rateably as all of the real estate properties are acquired or sold. A 100% probability was assigned to the issuance of the Real Estate Note and the Share Consideration under the Real Estate Agreement.
Under the Real Estate Agreement, the Company is entitled to receive the net proceeds from the sale of six real estate properties owned by Marine Ventures LLC and related entities. The Company recognized Proceeds receivable from related parties of $10,389,917 at the Acquisition Date, representing the fair value of its right to receive those proceeds.
The Proceeds receivable from related parties consists of an issued non-interest bearing demand note receivable from Marine Ventures LLC of $3,422,154 and a contingent receivable of $6,967,763. Both of these instruments represent a pass-through right to receive the net cash proceeds (gross sale price less selling costs and outstanding mortgage balances) upon the sale of each property. The total Proceeds receivable from related parties is therefore a non-interest-bearing contingent financial asset whose settlement is linked directly to the completion of the underlying property sales.
Because the cash flows associated with the total Proceeds receivable from related parties are not fixed or solely payments of principal and interest (SPPI), the contingent receivable is required to be measured at fair value through profit or loss under IFRS 9. At the Acquisition Date, the fair value of $$6,967,763 reflected:
| ● | management’s estimate of expected net proceeds from all six properties; |
| ● | the expected timing of property sales (through December 31, 2025); |
| ● | probability-adjusted outcomes consistent with market participant assumptions; and |
| ● | discounting of the estimated cash flows using a credit-adjusted discount rate of 18.6% to reflect both counterparty credit risk and the lack of a contractual interest feature. |
Because the financial asset is measured at fair value through profit or loss, no amortized cost carrying amount is recorded, and subsequent changes in fair value are recognized in profit or loss in accordance with IFRS 9.
A 100% probability was assigned to realization of the Proceeds receivable from related parties based on the valuations and sales processes in place at the Acquisition Date.
In addition, it is classified as a current receivable due from a related party.
In October 2025, Marine Ventures LLC completed the sale of two of the six real estate properties that were part of the Real Estate Agreement described in note 6. The Company received net proceeds of approximately $3.8 million from these transactions, after repayment of the related mortgage obligations. Upon completion of these transactions, the contingent conditions associated with the Real Estate Note were satisfied, and the Company, accordingly, will issue a $2.0 million convertible note to Roger Moore under the terms and conditions described above.
23
Identifiable assets acquired and liabilities assumed
The purchase price allocation (“PPA”) was performed in accordance with IFRS 3. Except as noted below, the carrying values of assets and liabilities approximate their fair values. A brand name intangible asset was identified and valued using a relief-from-royalty method. Dealer agreements were not recognized as intangible assets because the manufacturers retain termination rights and the agreements do not meet the control or separability criteria under IFRS 3.
The identifiable assets acquired and liabilities assumed at fair value as at June 20, 2025 are summarized below:
|
Fair Value |
|
|
Item |
|
$ |
|
Cash and cash equivalents |
|
1,869,559 |
|
Trade and other receivables |
|
487,909 |
|
Inventories |
|
35,137,729 |
|
Prepaid expenses and deposits to suppliers |
|
656,996 |
|
Right-of-use assets |
|
7,144,395 |
|
Property and equipment |
|
2,313,826 |
|
Intangible asset |
|
270,448 |
|
Proceeds receivable from related parties |
|
10,389,917 |
|
Other financial assets |
|
84,924 |
|
Trade and other payables |
|
(6,584,138) |
|
Contract liabilities |
|
(4,675,341) |
|
Floor plan financing |
|
(41,974,306) |
|
Lease liabilities |
|
(7,213,676) |
|
Long-term debt |
|
(2,037,968) |
|
Deferred income tax liability |
|
(71,669) |
|
Net identifiable assets (liabilities) |
|
(4,201,395) |
|
The reconciliation to the consideration transferred is as follows:
|
|
$ |
|
Net identifiable assets (liabilities) |
|
(4,201,395) |
|
Goodwill arising on acquisition |
|
15,082,026 |
|
Total consideration transferred |
|
10,880,631 |
|
Identifiable intangible assets
The NVG brand name was the only separately identifiable intangible asset recognized as part of the business combination. It was valued using a relief-from-royalty method under IFRS 13 based on:
| ● | an applied royalty rate of 0.1% of revenues; |
| ● | a discount rate of 15%; and |
| ● | an estimated useful life of 5 years. |
The brand name is amortized on a straight-line basis over its estimated useful life and is included within “Trade name” in intangible assets. Dealer and franchise agreements were reviewed but were not recognized as separate intangible assets because they are non-transferable and revocable at the discretion of the grantors.
Goodwill arising on acquisition
Goodwill of $15,082,026 was recognized as the excess of the total consideration transferred over the net fair value of identifiable assets acquired and liabilities assumed. Goodwill reflects:
| ● | expected synergies from integrating NVG’s retail platform with the Company’s electric propulsion offerings; |
| ● | the value of NVG’s assembled workforce and dealer relationships; and |
| ● | anticipated growth opportunities in the U.S. recreational marine market. |
24
Goodwill arising from the NVG acquisition was allocated to the NVG CGU, which forms part of the Company’s marine retail and distribution operations.
Deferred income tax liability
A deferred income tax liability of $71,669 was recognized on temporary differences arising from the fair value adjustments recorded in the purchase price allocation, primarily related to the brand name.
Goodwill impairment
As at August 31, 2025, the Company performed an impairment test of the NVG CGU. Based on a value-in-use and fair-value-less-costs-of-disposal analysis using updated cash-flow projections and market assumptions, the recoverable amount of the CGU was determined to be lower than its carrying amount.
The Company therefore recognized a goodwill impairment loss of $15,082,026, fully writing off the goodwill recognized on the NVG acquisition. See next section.
Acquisition-related costs
Acquisition-related legal, advisory and due diligence costs were expensed as incurred and are included within professional fees in the consolidated statement of comprehensive loss for the year ended August 31, 2025.
NVG contribution to results
From June 20, 2025 to August 31, 2025, NVG contributed approximately $12.8 million of revenue, $4.7 million of gross profit and a net loss of $0.5 million to the Company’s consolidated results.
If the acquisition had occurred on September 1, 2024, management estimates that consolidated revenues for the year ended August 31, 2025 would have been approximately $76.5 million, and the consolidated net loss would have been approximately $53.1 million. Excluding a provision for impairment of inventories of approximately $20.6 million that was taken by NVG immediately before the Acquisition Date, the consolidated net loss would have been approximately $32.5 million. These pro-forma amounts are based on NVG’s historical results, adjusted to reflect differences in accounting policies and acquisition-related financing effects.
Goodwill impairment test as at August 31, 2025
Goodwill arising from the acquisition of NVG is allocated to a single cash-generating unit (“CGU”), which represents the lowest level within the Company at which goodwill is monitored for internal management purposes. The Company tests goodwill for impairment annually, or more frequently if events or circumstances indicate that the carrying value of the CGU may be impaired.
As at August 31, 2025, the Company completed its annual impairment test on the carrying value of goodwill associated with the NVG CGU in accordance with IAS 36. As at the testing date, the Company determined that the carrying amount of the NVG CGU exceeded its recoverable amount. Accordingly, the Company recorded a goodwill impairment loss of $15,082,026 for the fiscal year ended August 31, 2025. Following recognition of this impairment loss, the carrying amount of goodwill associated with the NVG CGU was reduced to nil as at August 31, 2025.
The recoverable amount of the NVG CGU was determined as the higher of its fair value less costs of disposal (“FVLCD”) and its value in use (“VIU”). Consistent with the impairment indicators since the Acquisition Date, management concluded that the VIU calculation produced a negative recoverable amount due to declining operating performance. As such, the recoverable amount was determined based on the fair value less costs of disposal approach.
The FVLCD was estimated using an adjusted net asset value methodology. Under this approach, the carrying values of working capital, property and equipment, right-of-use assets, and security deposits were assessed to approximate fair value. No additional value was attributed to goodwill, as forecasted cash flows did not support any recoverable amount beyond the fair value of identifiable net assets. The brand intangible asset was assessed to approximate its fair value based on a market participant analysis.
25
The impairment test incorporated the following key inputs and assumptions:
| ● | Cash flow projections prepared by management reflecting the NVG CGU’s most recent financial performance and expectations of declining profitability in the near term. |
| ● | Discount rate (post-tax) between 14.5% and 16.0%, with a midpoint of 15.3%, consistent with observable market data for comparable public companies. |
| ● | A terminal long-term growth rate of 2.0%. |
| ● | A determination that the VIU methodology did not support any recoverable goodwill due to negative enterprise value results. |
In performing its analysis, management revised downward the forecasted revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) levels of the NVG CGU due to:
| ● | continued underperformance at certain dealership locations; |
| ● | reduced margins and increasing inventory financing costs; |
| ● | overall weakness in the recreational boating market; and |
| ● | the absence of observable market transactions supporting a higher enterprise valuation. |
When considered in aggregate, these factors reduced the CGU’s recoverable amount below the carrying amount of its allocated goodwill, resulting in the full impairment recognized during the period.
Given that the recoverable amount under both the FVLCD and VIU methodologies did not support the carrying value of goodwill, any reasonably possible change in the key assumptions used in the calculations would not result in the reversal of the impairment loss recognized.
Three-month period ended August 31, 2025
Following the acquisition of NVG on June 20, 2025, the Company now operates with two reportable segments:
- |
VM Segment which includes the legacy operations of the Company before the NVG acquisition. |
- |
NVG Segment which includes the acquired operations of NVG. |
Selected financial information by segment for the three-month periods ended August 31, 2025 and 2024 are provided below:
|
|
August 31, 2025 |
|
August 31, 2024 |
|
||||||||
|
|
VM |
|
NVG |
|
TOTAL |
|
VM |
|
NVG |
|
TOTAL |
|
|
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
Sales of boats |
|
518,864 |
|
11,140,239 |
|
11,659,103 |
|
655,529 |
|
— |
|
655,529 |
|
Sales of parts and maintenance |
|
19,354 |
|
1,667,649 |
|
1,687,003 |
|
30,407 |
|
— |
|
30,407 |
|
Boat rental revenues |
|
77,257 |
|
27,675 |
|
104,932 |
|
60,270 |
|
— |
|
60,270 |
|
Sale of powertrain systems |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Revenues |
|
615,475 |
|
12,835,563 |
|
13,451,038 |
|
746,206 |
|
— |
|
746,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
60,774 |
|
4,722,164 |
|
4,782,938 |
|
287,018 |
|
— |
|
287,018 |
|
Gross profit percentage |
|
10 |
% |
37 |
% |
36 |
% |
38 |
% |
N/A |
|
38 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before taxes |
|
(12,553,753) |
|
(253,354) |
|
(12,812,107) |
|
(2,635,527) |
|
— |
|
(2,635,527) |
|
Revenue for the three-month period ended August 31, 2025 was $13,451,038 (August 31, 2024: $746,206). The increase is due primarily to the acquisition of NVG. Excluding the effects of this acquisition, revenues for the current period would have been $615,475. The decrease of 18% for the VM segment resulted from a 22% decrease in revenues from the sale of electric boats, which was partially offset by a 28% increase in revenues from the Company’s rental operations.
The Company’s gross profit for the three-month period ended August 31, 2025 increased to $4,782,938 (August 31, 2024: $287,018). The increase is due primarily to the acquisition of NVG. Excluding the effects of this acquisition, gross profit for the current period would have been $60,774. The decrease of 79% for the VM segment is due primarily to the decrease in sale of boats as well as a product mix of sales that was skewed more towards low margin boat brands.
26
During the three-month period ended August 31, 2025, the Company incurred a net loss before taxes of $12,812,107 (August 31, 2024: $2,635,527). The increase in net loss before taxes was due primarily to a goodwill impairment loss of $15,082,026 (see explanation above) which was partially offset by gains attributable to mark to market valuations of its derivative liabilities at the balance sheet date.
Overall, the Company’s operating expenses for the three-month period ended August 31, 2025 were $7,211,493 (August 31, 2024: $2,419,933). The increase is due primarily to the acquisition of NVG. Excluding the effects of this acquisition, total operating expenses for the current period would have been $2,911,403. The detailed breakdown of the operating expenses by segment is provided below:
|
|
August 31, 2025 |
|
August 31, 2024 |
|
||||||||
|
|
VM |
|
NVG |
|
TOTAL |
|
VM |
|
NVG |
|
TOTAL |
|
|
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
Research and development |
|
(92,363) |
|
— |
|
(92,363) |
|
581,709 |
|
— |
|
581,709 |
|
Office salaries and benefits |
|
426,519 |
|
1,738,730 |
|
2,165,249 |
|
448,510 |
|
— |
|
448,510 |
|
Selling and marketing expenses |
|
820,614 |
|
1,102,170 |
|
1,922,784 |
|
216,229 |
|
— |
|
216,229 |
|
Professional fees |
|
1,345,856 |
|
53,017 |
|
3,283,330 |
|
776,898 |
|
— |
|
776,898 |
|
Office and general |
|
286,444 |
|
1,073,463 |
|
1,398,873 |
|
231,649 |
|
— |
|
231,649 |
|
Depreciation and amortization |
|
116,203 |
|
332,710 |
|
448,913 |
|
144,256 |
|
— |
|
144,256 |
|
Share-based compensation |
|
8,130 |
|
— |
|
8,130 |
|
20,682 |
|
— |
|
20,682 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
2,911,403 |
|
4,300,090 |
|
7,211,493 |
|
2,419,933 |
|
— |
|
2,419,933 |
|
The following variances were observed for the VM segment for the three-month period ended August 31, 2025:
| ● | Research and development costs for the three-month period ended August 31, 2025 included credits and grants received from various governmental entities in the quarter. The decrease is due to the Company moving towards the production of its E-Motion™ powertrains, thus reducing core research and development costs during the period. |
| ● | Office salaries and benefits for three-month period ended August 31, 2025 were $426,519 (August 31, 2024: $448,510). The decrease is due to reduced staffing since the beginning of the prior fiscal year. |
| ● | Selling and marketing expenses for the three-month period ended August 31, 2025 decreased to $820,614 (August 31, 2024: $216,229) due to increased attendance at boat shows as well as increased marketing and investor relations costs. |
| ● | Professional fees for the three-month period ended August 31, 2025 were $1,345,856 (August 31, 2024: $776,898) due to the due diligence and legal costs associated with the NVG acquisition. |
| ● | Office and general expenses for the three-month period ended August 31, 2025, were $286,444 (August 31, 2024: $231,649). The increase is due to certification fees associated with the integration program related to the E-Motion™ Electric Powertrain System. |
| ● | Share-based compensation for the three-month period ended August 31, 2025 decreased to $8,130 (August 31, 2024: $20,682). 2,000 new stock options were granted during the three-month period ended August 31, 2025. The costs include past grants of stock options which are recognized when the stock options are vested. The Company recognizes compensation expense for option grants based on the fair value at the date of grant using the Black-Scholes valuation model. |
Net finance income for the three-month period ended August 31, 2025 amounted to $5,078,931 (August 31, 2024: $2,624,705). This fluctuation was caused primarily by mark to market valuations of the Company’s derivative liabilities at the balance sheet date, which was partially offset by $680,428 in interest expenses incurred in the NVG segment.
27
Fiscal year ended August 31, 2025
Selected financial information by segment for the fiscal year ended August 31, 2025 and 2024 are provided below:
|
|
August 31, 2025 |
|
August 31, 2024 |
|
||||||||
|
|
VM |
|
NVG |
|
TOTAL |
|
VM |
|
NVG |
|
TOTAL |
|
|
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
Sales of boats |
|
739,215 |
|
11,140,239 |
|
11,879,454 |
|
1,273,441 |
|
— |
|
1,273,441 |
|
Sales of parts and maintenance |
|
56,142 |
|
1,667,649 |
|
1,723,791 |
|
69,969 |
|
— |
|
69,969 |
|
Boat rental revenues |
|
144,332 |
|
27,675 |
|
172,007 |
|
1,446,240 |
|
— |
|
1,446,240 |
|
Sale of powertrain systems |
|
57,304 |
|
— |
|
57,304 |
|
— |
|
— |
|
— |
|
Revenues |
|
996,993 |
|
12,835,563 |
|
13,832,556 |
|
2,789,650 |
|
— |
|
2,789,650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
44,330 |
|
4,722,164 |
|
4,766,494 |
|
1,101,543 |
|
— |
|
1,101,543 |
|
Gross profit percentage |
|
4 |
% |
37 |
% |
34 |
% |
39 |
% |
N/A |
|
39 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before taxes |
|
(21,385,757) |
|
(253,354) |
|
(21,644,111) |
|
(10,562,206) |
|
— |
|
(10,562,206) |
|
Revenue for the fiscal year ended August 31, 2025 was $13,832,556 (August 31, 2024: $2,789,650). The increase is due primarily to the acquisition of NVG. Excluding the effects of this acquisition, revenues for the current year would have been $996,993. The decrease of 63% for the VM segment resulted primarily from a decrease in the revenue generated by the Company’s boat rental operations which were largely affected by the sale of EB Rental, Ltd. in April 2024.
The Company’s gross profit for the fiscal year ended August 31, 2025 increased to $4,766,494 (August 31, 2024: $1,101,543). The increase is due primarily to the acquisition of NVG. Excluding the effects of this acquisition, gross profit for the current year would have been $44,330. The decrease is due primarily to the decrease in revenues.
During the fiscal year ended August 31, 2025, the Company incurred a net loss before taxes of $21,644,111 (August 31, 2024: $10,562,206). The increase in net loss before taxes was due primarily to a goodwill impairment loss of $15,082,026 (see explanation above) which was partially offset by gains attributable to mark to market valuations of its derivative liabilities at the balance sheet date.
28
Overall, the Company’s operating expenses for the fiscal year ended August 31, 2025 were $15,079,841 (August 31, 2024: $10,832,714). The increase is due primarily to the acquisition of NVG. Excluding the effects of this acquisition, total operating expenses for the current year would have been $10,779,751. The detailed breakdown of the operating expenses by segment is provided below:
|
|
August 31, 2025 |
|
August 31, 2024 |
|
||||||||
|
|
VM |
|
NVG |
|
TOTAL |
|
VM |
|
NVG |
|
TOTAL |
|
|
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
Research and development |
|
1,183,963 |
|
— |
|
1,183,963 |
|
2,013,775 |
|
— |
|
2,013,775 |
|
Office salaries and benefits |
|
1,965,434 |
|
1,738,730 |
|
3,704,164 |
|
2,431,670 |
|
— |
|
2,431,670 |
|
Selling and marketing expenses |
|
2,711,685 |
|
1,102,170 |
|
3,813,855 |
|
1,486,975 |
|
— |
|
1,486,975 |
|
Professional fees |
|
3,283,330 |
|
53,017 |
|
3,336,347 |
|
2,390,369 |
|
— |
|
2,390,369 |
|
Office and general |
|
1,214,725 |
|
1,073,463 |
|
2,288,188 |
|
1,736,686 |
|
— |
|
1,736,686 |
|
Depreciation and amortization |
|
380,824 |
|
332,710 |
|
713,534 |
|
610,938 |
|
— |
|
610,938 |
|
Share-based compensation |
|
39,790 |
|
— |
|
39,790 |
|
162,301 |
|
— |
|
162,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
10,779,751 |
|
4,300,090 |
|
15,079,841 |
|
10,832,714 |
|
— |
|
10,832,714 |
|
The following variances were observed for the VM segment for the fiscal year ended August 31, 2025:
| ● | Research and development costs for the fiscal year ended August 31, 2025 were $1,183,963 (August 31, 2024: $2,013,775 the decrease was due to the Company moving towards the production of its E-Motion™ powertrains, thus reducing core research and development costs during the period, which was partially offset by integration costs related to the fitting of the Company’s E-Motion™ powertrains to third party prototypes for testing purposes with several major boat manufacturers including Smoker Craft Inc., Massimo Marine and STERK. |
| ● | Office salaries and benefits for the fiscal year ended August 31, 2025 were $1,965,434 (August 31, 2024: $2,431,670). The decrease is due to reduced staffing since the beginning of the prior fiscal year. |
| ● | Selling and marketing expenses for the fiscal year ended August 31, 2025 increased to $2,711,685 (August 31, 2024: $1,486,975 due to increased attendance at boat shows as well as increased marketing and investor relations costs. |
| ● | Professional fees for the fiscal year ended August 31, 2025 increased to $3,283,330 (August 31, 2024: $2,390,369) due to the due diligence and legal costs associated with the NVG acquisition as well as legal costs associated with required regulatory filings related to various capital raises in the year. |
| ● | Office and general expenses for the fiscal year ended August 31, 2025 were $1,214,725 (August 31, 2024: $1,736,686). The decrease is due to cost-cutting measures the Company began implementing since the beginning of the prior fiscal year. |
| ● | Share-based compensation for the fiscal year ended August 31, 2025 decreased to $39,790 (August 31, 2024: $162,301), as the Company granted 2,000 stock options during the fiscal year.. The costs include past grants of stock options which are recognized when the stock options are vested. The Company recognizes compensation expense for option grants based on the fair value at the date of grant using the Black-Scholes valuation model. |
For the fiscal year ended August 31, 2025, the Company realized net finance income of $4,130,500 (August 31, 2024: $5,498,656). The decrease is due primarily to $832,500 in costs associated with the settlement of a legal claim with certain former Series A preferred shareholders as well as $680,428 in interest expenses incurred in the NVG segment.
29
1.6 Liquidity and Capital Resources
The Company’s operations consist of the designing, developing and manufacturing of electric outboard powertrain systems, rental of electric boats and boats sales. The Company’s financial success is dependent upon its ability to market and sell its outboard powertrain systems and sell boats; and to raise sufficient working capital to enable the Company to execute its business plan. The Company’s historical capital needs have been met by internally generated cashflow from operations and the support of its shareholders. During the year ended August 31, 2023, the Company raised net proceeds of $9,287,254 while, during the year ended August 31, 2024, the Company raised net proceeds of $6,197,656. During the current fiscal year ended August 31, 2025, the Company raised net proceeds of $25,103,817. However, should the Company need further funding, there is no assurance that equity funding will be possible at the times required by the Company. If no funds can be raised and sales of its products do not produce sufficient net cash flow, then the Company may require a significant curtailing of operations to ensure its survival.
The consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company generated net loss before tax of $21,644,111 and net loss of $21,651,993 during the fiscal year ended August 31, 2025 and has a cash balance and a working capital surplus of $7,418,779 and $9,277,798, respectively, as at August 31, 2025. The Company’s ability to meet its obligations as they fall due and to continue to operate as a going concern depends on the continued financial support of the creditors and the shareholders. In the past, the Company has relied on the support of its shareholders to meet its cash requirements. There can be no assurance that funding from this or other sources will be sufficient in the future to continue its operations. Even if the Company is able to obtain new financing, it may not be on commercially reasonable terms or terms that are acceptable to it. Failure to obtain such financing on a timely basis could cause the Company to reduce or terminate its operations.
The Company is evaluating several different strategies and is actively pursuing actions that are expected to increase its liquidity position, including, but not limited to, pursuing additional cost savings initiatives, seeking additional financing from both the public and private markets through the issuance of equity securities, and potentially selling assets which do not align with the Company’s outlook of future operations. However, the Company’s management cannot provide assurances that the Company will be successful in accomplishing any of its proposed financing plans. These matters, when considered in aggregate, indicate the existence of a material uncertainty that raises substantial doubt about the Company’s ability to continue as a going concern for at least 12 months from the issuance of the consolidated financial statements for the fiscal year ended August 31, 2025.
As of November 28, 2025, the Company had 5,008,735 issued and outstanding common shares and 6,639,051 on a fully diluted basis.
The Company had $9,277,798 of working capital surplus as at August 31, 2025 compared to $524,845 working capital surplus as at August 31, 2024. The increase in working capital surplus during the fiscal year ended August 31, 2025 resulted from the cash used in operations of $8,930,421 (August 31, 2024: $8,279,446); cash provided by investing activities of $1,542,805 (August 31, 2024: $326,144) resulting primarily from net cash acquired on the acquisition of NVG of $1,869,559 offset by additions to property, equipment and intangibles of $326,754 (August 31, 2024: $491,359); financing activities provided cash of $14,759,604 (August 31, 2024: $5,518,189), caused by the issuance of various securities of $25,103,817 (August 31, 2024: $5,958,926), an increase in long-term debt of $207,161 (August 31, 2024: $387,460), and an increase in floor plan financing of $1,069,341 (August 31, 2024: nil). These increases were partially offset by the repayment of lease liabilities of $494,200 (August 31, 2024: $480,199), the repayment of long-term debt of $581,733 (August 31, 2024: $308,386), and the repayment of floor plan financing of $10,531,983 (August 31, 2024: nil).
1.7 Capital Resources
As at August 31, 2025, the Company had cash of $7,418,779 (August 31, 2024: $46,791).
As of the date of this MD&A, the Company has no outstanding commitments, other than rent and lease commitments and purchase commitments as disclosed in Notes 17 and 31 of the Company’s consolidated financial statements for the fiscal year ended August 31, 2025.
30
1.8 Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
1.9 Transactions with Related Parties
Related party balances and transactions
The following table summarizes the Company’s related party transactions for the fiscal years ended August 31:
|
|
2025 |
|
2024 |
|
2023 |
|
|
$ |
|
$ |
|
$ |
Expenses |
|
|
|
|
|
|
Mac Engineering, SASU |
|
997,479 |
|
2,028,793 |
|
405,416 |
Office salaries and benefits |
|
|
|
|
|
|
Montana Strategies Inc. |
|
— |
|
— |
|
21,481 |
Interest expense |
|
|
|
|
|
|
Roger Moore |
|
45,448 |
|
— |
|
— |
Rent expense |
|
|
|
|
|
|
California Electric Boat Company |
|
196,129 |
|
16,503 |
|
— |
Marine Ventures LLC |
|
148,032 |
|
— |
|
— |
Income booked through Contributed Surplus |
|
|
|
|
|
|
Management fees |
|
|
|
|
|
|
Marine Ventures LLC |
|
254,084 |
|
— |
|
— |
The Company leases its Boisbriand premises from California Electric Boat Company Inc. Prior to August 1, 2024, this lease was accounted for as a right-of-use asset and lease liability. However, on August 1, 2024, the lease was renegotiated for a one year term only and ceased to be accounted for as a right-of-use asset and lease liability. As such, as at August 31, 2025, the right-of-use asset for this lease was nil (August 31, 2024 – nil; August 31, 2023 – $939,014) and the lease liability was nil (August 31, 2024 – nil; August 31, 2023 – $1,031,202).
The following table summarizes the remuneration of directors and key management of the Company for the fiscal years ended August 31,:
|
|
2025 |
|
2024 |
|
2023 |
|
|
$ |
|
$ |
|
$ |
Wages |
|
1,106,020 |
|
1,364,939 |
|
1,817,918 |
Share-based payments – capital stock |
|
110,604 |
|
84,637 |
|
320,264 |
Share-based payments – stock options |
|
18,146 |
|
104,255 |
|
283,844 |
|
|
1,234,770 |
|
1,553,831 |
|
2,422,026 |
31
At the end of the year, the amounts due to and from related parties are as follows:
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Share subscription receivable |
|
|
|
|
9335-1427 Quebec Inc. |
|
18,193 |
|
18,530 |
Alexandre Mongeon |
|
10,333 |
|
10,526 |
|
|
28,526 |
|
29,056 |
|
|
|
|
|
Current advances due from related party |
|
|
|
|
Alexandre Mongeon |
|
— |
|
62,270 |
|
|
|
|
|
Amounts due to related parties included in trade and other payables |
|
|
|
|
Alexandre Mongeon |
|
16,946 |
|
63,859 |
Xavier Montagne |
|
— |
|
8,609 |
Raffi Sossoyan |
|
7,277 |
|
8,524 |
Roger Moore* |
|
19,520 |
|
— |
Daniel Rathe |
|
6,154 |
|
— |
California Electric Boat Company |
|
— |
|
146,662 |
Mac Engineering, SASU |
|
— |
|
746,083 |
|
|
49,897 |
|
973,737 |
*includes interest payable at August 31, 2025 of $6,058 (2024 - nil) |
|
|
|
|
|
|
|
|
|
Proceeds receivable from related parties |
|
|
|
|
Non-interest bearing demand note receivable from Marine Ventures LLC |
|
3,422,154 |
|
— |
Contingent receivable from Marine Ventures LLC |
|
6,967,763 |
|
— |
|
|
10,389,917 |
|
— |
|
|
|
|
|
Purchase consideration payable to related party |
|
|
|
|
Initial Convertible Note due to Roger Moore (note 6 and 20) |
|
3,111,810 |
|
— |
Subsequent Convertible Note due to Roger Moore (note 6 and 20) |
|
653,262 |
|
— |
Real Estate Note due to Roger Moore (note 6 and 20) |
|
1,283,484 |
|
— |
|
|
5,048,506 |
|
|
Share subscription receivable, current advances due to related party and amounts due to related parties included in trade and other payables are non-interest bearing and have no specified terms of repayment.
1.10 Critical Accounting Estimates
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates. There were no material changes in estimates other than the estimates with regards to the measurement of derivative liabilities, Real Estate Receivable and goodwill. See notes 5, 6, 7 and 28 to the Company’s consolidated financial statements for the year ended August 31, 2025.
1.11 Changes in Accounting Policies including Initial Adoption
See Note 4 of the Company’s consolidated financial statements for the year ended August 31, 2025. The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended August 31, 2025.
32
1.12 Controls and procedures
Disclosure controls and procedures
The CEO and the CFO have designed disclosure controls and procedures, or have caused them to be designed under their supervision, in order to provide reasonable assurance that:
| ● | material information relating to the Company has been made known to them; and |
| ● | information required to be disclosed in the Company’s filings is recorded, processed, summarized and reported within the time periods specified in securities legislation. |
An evaluation was carried out, under the supervision of the CEO and the CFO, of the design and effectiveness of our disclosure controls and procedures. Based on this evaluation, the CEO and the CFO concluded that the disclosure controls and procedures at August 31, 2025 were not effective to provide reasonable assurance that material information required to be disclosed by us in the reports that we file with, or submit to, the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in by the SEC’s rules and regulations, solely due to the presence of a material weakness in internal controls over financial reporting as described below, which management is in the process of remediating.
Internal controls over financial reporting
The CEO and the CFO have also designed internal controls over financial reporting or have caused them to be designed under their supervision, in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
An evaluation was carried out, under the supervision of the CEO and the CFO, of the design and effectiveness of our internal controls over financial reporting, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) on Internal Control – Integrated Framework (2013 Framework).
As a result of the year-end assessment process for the year ended August 31, 2025, we identified that we did not maintain effective processes and controls over the financial statement close process and the accounting for and reporting of complex and non-routine transactions due to a material weakness. Specifically, we determined that there was a lack of sufficient accounting and finance personnel to enable appropriate level of internal controls within the financial statement close process, including performing in-depth analysis and review of complex accounting matters and non-routine transactions within the timeframes set by us for filing our consolidated financial statements. Because of this deficiency, we concluded there was a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis at August 31, 2025.
A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected.
To remediate the identified material weakness, management is in the process of hiring additional personnel and designing and implementing revised controls and procedures which management believes will address the material weakness. These controls and procedures include establishing a more comprehensive schedule for management review of financial information and establishing additional review procedures over the accounting for complex and non-routine transactions. As at August 31, 2025, the Company is working on remediating the identified material weakness.
Notwithstanding the material weakness, management has concluded that the Company’s consolidated financial statements as at and for the year ended August 31, 2025 present fairly, in all material respects, the Company’s financial position, results of operations, changes in equity and cash flows in accordance with IFRS.
Changes in internal controls over financial reporting
Other than as described above, no changes were made to our internal controls over financial reporting that occurred during the year ended August 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
33
1.14 Financial Instruments and risk management
See Note 28 to the Company’s consolidated financial statements for the year ended August 31, 2025.
1.15 Additional Information
HEAD OFFICE |
|
CAPITALIZATION |
|
|
|
730 Boulevard du Cure-Boivin |
|
(as at November 28, 2025) |
Boisbriand, Quebec |
|
|
J7G 2A7 |
|
Voting Common Shares Authorized: Unlimited |
Canada |
|
|
|
|
Voting Common Shares Issued: 5,008,735 |
Tel: (450) 951 - 7009 |
|
|
|
|
|
Email: admin@v-mti.com |
|
|
|
|
|
OFFICERS & DIRECTORS |
|
|
|
|
|
Steve P. Barrenechea |
|
AUDITORS |
Director |
|
|
|
|
|
|
|
M&K CPAS, PLLC |
Dr. Philippe Couillard |
|
24955 Interstate-45 N. |
Director |
|
Suite 400 |
|
|
The Woodlands, Texas, 77380 |
Luisa Ingargiola |
|
U.S.A |
Director |
|
|
|
|
|
Pierre-Yves Terrisse |
|
|
Director |
|
|
|
|
|
Alexandre Mongeon, |
|
|
Chief Executive Officer and Director |
|
|
|
|
|
Maxime Poudrier |
|
U.S. LEGAL COUNSEL |
Chief Operating Officer |
|
|
|
|
Ortoli Rosenstadt LLP |
Daniel Rathe |
|
366 Madison Avenue |
Chief Technical Officer |
|
3rd Floor |
|
|
New York, New York, 10017 |
Raffi Sossoyan, CPA |
|
U.S.A. |
Chief Financial Officer |
|
|
34
Exhibit 99.3
Form 52-109F1
Certification of Annual Filings
Full Certificate
I, Alexandre Mongeon, Chief Executive Officer of Vision Marine Technologies Inc., certify the following:
| 1. | Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Vision Marine Technologies Inc. (the “issuer”) for the financial year ended August 31, 2025. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end |
(a) |
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
(i) |
material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and |
(ii) |
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
(b) |
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
5.1 |
Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of Treadway Commission (COSO). |
5.2 |
ICFR – material weakness relating to design: The issuer has disclosed in its annual MD&A for each material weakness relating to design existing at the financial year end |
(a) |
a description of the material weakness; |
- 2 -
(b) |
the impact of the material weakness on the issuer's financial reporting and its ICFR; and |
(c) |
the issuer's current plans, if any, or any actions already undertaken, for remediating the material weakness. |
5.3 |
N/A |
| 6. | Evaluation: The issuer’s other certifying officer(s) and I have |
(a) |
evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and |
(b) |
evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A |
(i) |
our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and |
(ii) |
for each material weakness relating to operation existing at the financial year end |
(A) |
a description of the material weakness; |
(B) |
the impact of the material weakness on the issuer’s financial reporting and its ICFR; and |
(C) |
the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
| 7. | Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on September 1, 2024 and ended on August 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
| 8. | Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR. |
Date: November 28, 2025
/s/ Alexandre Mongeon |
|
Alexandre Mongeon |
|
Chief Executive Officer |
|
Exhibit 99.4
Form 52-109F1
Certification of Annual Filings
Full Certificate
I, Raffi Sossoyan, Chief Financial Officer of Vision Marine Technologies Inc., certify the following:
1. |
Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Vision Marine Technologies Inc. (the “issuer”) for the financial year ended August 31, 2025. |
2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings. |
3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings. |
4. |
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
5. |
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end |
(a) |
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
(i) |
material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and |
(ii) |
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
(b) |
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
5.1 |
Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of Treadway Commission (COSO). |
5.2 |
ICFR – material weakness relating to design: The issuer has disclosed in its annual MD&A for each material weakness relating to design existing at the financial year end |
(a)a description of the material weakness; (b)the impact of the material weakness on the issuer’s financial reporting and its ICFR; and
- 2 -
(c)the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.
5.3 |
N/A |
6. |
Evaluation: The issuer’s other certifying officer(s) and I have |
(a) |
evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and |
(b) |
evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A |
(i) |
our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and |
(ii) |
for each material weakness relating to operation existing at the financial year end |
(A) |
a description of the material weakness; |
(B) |
the impact of the material weakness on the issuer’s financial reporting and its ICFR; and |
(C) |
the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
7. |
Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on September 1, 2024 and ended on August 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
8. |
Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR. |
Date: November 28, 2025
/s/ Raffi Sossoyan |
|
Raffi Sossoyan |
|
Chief Financial Officer |
|
Exhibit 99.5
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the following Registration Statements: Form S-8 (No. 333-264089), Form F-3 (No. 333-274882), Form F-3 (No. 333-267893), and Form F-3 (No. 333-284423) of Vision Marine Technologies Inc. (the “Company”) of our report dated November 28, 2025 with respect to the consolidated financial statements of the Company as of and for the years ended August 31, 2025 and 2024, included in this report on Form 6-K.
/s/ M&K CPAS, PLLC
M&K CPAS, PLLC
The Woodlands, Texas
November 28, 2025
Exhibit 99.6
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
1. |
Form S-8 (No. 333-264089) |
2. |
Form F-3 (No. 333-274882) |
3. |
Form F-3 (No. 333-267893) |
4.Form F-3 (No. 333-284423)
of Vision Marine Technologies Inc. (the “Company”) of our report dated November 27, 2023, except for the effects of the reverse stock splits and the change in presentation currency as described in Note 2, the reclassification of derivative liabilities as described in Note 4 and the restated segment information as described in Note 29, as to which the date is November 28, 2025, with respect to the consolidated statement of financial position as at August 31, 2023 and the consolidated statements of changes in equity (deficit), comprehensive loss and cash flows for the year ended August 31, 2023, included in this report on Form 6-K.
/s/ Ernst & Young LLP |
|
|
|
Montreal, Canada |
|
November 28, 2025 |
|
1