株探米国株
英語
エドガーで原本を確認する
2024-11-300001813783false--08-312025Q100018137832024-09-012024-11-300001813783ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMember2024-11-300001813783ifrs-full:DerivativesMembervmar:SeriesConvertiblePreferredSharesMembervmar:PreFundedWarrantsMember2024-08-162024-08-160001813783vmar:AtMarketOfferingMember2024-11-300001813783vmar:AtMarketOfferingMember2024-08-310001813783vmar:ElectricBoatRentalLtd.Member2024-04-252024-04-250001813783vmar:SeriesConvertiblePreferredSharesMemberifrs-full:HistoricalVolatilityForSharesMeasurementInputMember2024-11-300001813783vmar:SeriesBConvertiblePreferredSharesMemberifrs-full:HistoricalVolatilityForSharesMeasurementInputMember2024-11-300001813783vmar:SeriesConvertiblePreferredSharesMemberifrs-full:HistoricalVolatilityForSharesMeasurementInputMember2023-12-130001813783ifrs-full:DerivativesMembervmar:SeriesConvertiblePreferredSharesMember2024-08-162024-08-160001813783ifrs-full:DerivativesMembervmar:SeriesBConvertiblePreferredSharesMember2024-01-172024-01-170001813783ifrs-full:ReserveOfSharebasedPaymentsMember2024-09-012024-11-300001813783ifrs-full:DerivativesMembervmar:SeriesConvertiblePreferredSharesMember2023-12-132023-12-130001813783ifrs-full:DerivativesMembervmar:SeriesBConvertiblePreferredSharesMember2023-12-132023-12-130001813783vmar:AtMarketOfferingMember2024-09-012024-11-300001813783ifrs-full:DerivativesMembervmar:SeriesConvertiblePreferredSharesMember2023-12-212023-12-210001813783vmar:SeriesConvertiblePreferredSharesMemberifrs-full:MajorOrdinaryShareTransactionsMember2024-12-212024-12-210001813783ifrs-full:MajorOrdinaryShareTransactionsMembervmar:AtMarketOfferingMember2024-12-012025-01-090001813783ifrs-full:MajorOrdinaryShareTransactionsMember2024-12-012024-12-3100018137832024-10-082024-10-0800018137832024-08-222024-08-2200018137832024-09-162024-09-160001813783vmar:PreFundedWarrantsMember2024-09-012024-11-3000018137832023-12-212023-12-2100018137832023-09-202023-09-2000018137832023-08-022023-08-0200018137832023-06-162023-06-1600018137832023-04-192023-04-1900018137832023-02-172023-02-1700018137832023-01-192023-01-1900018137832022-08-052022-08-0500018137832020-11-232020-11-230001813783vmar:GrantDateScenario5August2022Member2024-11-300001813783vmar:GrantDateScenario23November2020Member2024-11-300001813783vmar:GrantDateScenario21December2023Member2024-11-300001813783vmar:GrantDateScenario16September2024Member2024-11-3000018137832024-09-1600018137832023-12-210001813783ifrs-full:DerivativesMembervmar:SeriesConvertiblePreferredSharesMember2023-12-130001813783ifrs-full:DerivativesMembervmar:SeriesBConvertiblePreferredSharesMember2023-12-1300018137832023-09-2000018137832023-08-0200018137832023-06-1600018137832023-04-1900018137832023-02-1700018137832023-01-1900018137832022-08-0500018137832020-11-230001813783vmar:SeriesConvertiblePreferredSharesMember2024-09-012024-11-300001813783vmar:WarrantsIssuedToCommonShareholdersMember2023-09-012023-11-300001813783vmar:SeriesConvertiblePreferredSharesMember2023-09-012023-11-300001813783vmar:CaliforniaElectricBoatCompanyInc.Member2024-09-012024-11-300001813783vmar:CaliforniaElectricBoatCompanyInc.Member2023-09-012024-08-310001813783vmar:GrantDateScenario2August2023Member2024-11-300001813783vmar:GrantDateScenario20September2023Member2024-11-300001813783vmar:GrantDateScenario19January2023Member2024-11-300001813783vmar:GrantDateScenario19April2023Member2024-11-300001813783vmar:GrantDateScenario17February2023Member2024-11-300001813783vmar:GrantDateScenario16June2023Member2024-11-3000018137832023-12-130001813783vmar:GrantDateScenario5August2022Member2024-09-012024-11-300001813783vmar:GrantDateScenario2August2023Member2024-09-012024-11-300001813783vmar:GrantDateScenario23November2020Member2024-09-012024-11-300001813783vmar:GrantDateScenario21December2023Member2024-09-012024-11-300001813783vmar:GrantDateScenario20September2023Member2024-09-012024-11-300001813783vmar:GrantDateScenario19January2023Member2024-09-012024-11-300001813783vmar:GrantDateScenario19April2023Member2024-09-012024-11-300001813783vmar:GrantDateScenario17February2023Member2024-09-012024-11-300001813783vmar:GrantDateScenario16September2024Member2024-09-012024-11-300001813783vmar:GrantDateScenario16June2023Member2024-09-012024-11-300001813783vmar:TermLoanMaturingJanuary2025Member2024-09-012024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:WebsiteMember2024-09-012024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:IfrsPatentsMember2024-09-012024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:IfrsOrderOrProductionBacklogMember2024-09-012024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:IfrsIntellectualPropertyMember2024-09-012024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:ComputerSoftwareMember2024-09-012024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:BrandNamesMember2024-09-012024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:WebsiteMember2023-09-012024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:IfrsPatentsMember2023-09-012024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:IfrsOrderOrProductionBacklogMember2023-09-012024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:IfrsIntellectualPropertyMember2023-09-012024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:ComputerSoftwareMember2023-09-012024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:BrandNamesMember2023-09-012024-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:IfrsPatentsMember2024-09-012024-11-300001813783ifrs-full:GrossCarryingAmountMembervmar:IfrsPatentsMember2023-09-012024-08-310001813783ifrs-full:DerivativesMembervmar:SeriesBConvertiblePreferredSharesMember2024-09-012024-11-300001813783vmar:SeriesBConvertiblePreferredSharesMember2024-09-012024-11-300001813783ifrs-full:DerivativesMembervmar:SeriesBConvertiblePreferredSharesMember2023-09-012023-11-300001813783vmar:ExercisePrice822.15To1194.75Member2024-09-012024-11-300001813783vmar:ExercisePrice612.43To787.05Member2024-09-012024-11-300001813783vmar:ExercisePrice138.47To499.50Member2024-09-012024-11-300001813783vmar:MacEngineeringSasuMember2024-09-012024-11-300001813783vmar:MacEngineeringSasuMember2023-09-012023-11-300001813783ifrs-full:DerivativesMembervmar:SeriesBConvertiblePreferredSharesMember2023-09-012024-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:RollingStockMember2024-11-300001813783ifrs-full:GrossCarryingAmountMembervmar:MouldsMember2024-11-300001813783ifrs-full:GrossCarryingAmountMemberifrs-full:BuildingsMember2024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:RollingStockMember2024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:MouldsMember2024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:BuildingsMember2024-11-300001813783vmar:RollingStockMember2024-11-300001813783vmar:MouldsMember2024-11-300001813783ifrs-full:BuildingsMember2024-11-300001813783ifrs-full:GrossCarryingAmountMembervmar:RollingStockMember2024-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:MouldsMember2024-08-310001813783ifrs-full:GrossCarryingAmountMemberifrs-full:BuildingsMember2024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:RollingStockMember2024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:MouldsMember2024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:BuildingsMember2024-08-310001813783vmar:RollingStockMember2024-08-310001813783vmar:MouldsMember2024-08-310001813783ifrs-full:BuildingsMember2024-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:RollingStockMember2023-08-310001813783ifrs-full:GrossCarryingAmountMemberifrs-full:BuildingsMember2023-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:RollingStockMember2023-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:BuildingsMember2023-08-310001813783vmar:SalesOfPartsAndBoatMaintenanceMember2024-09-012024-11-300001813783vmar:SalesOfBoatsMember2024-09-012024-11-300001813783vmar:BoatRentalAndBoatClubMembershipRevenueMember2024-09-012024-11-300001813783vmar:SalesOfPartsAndBoatMaintenanceMember2023-09-012023-11-300001813783vmar:SalesOfBoatsMember2023-09-012023-11-300001813783vmar:BoatRentalAndBoatClubMembershipRevenueMember2023-09-012023-11-300001813783ifrs-full:OperatingSegmentsMembervmar:SaleOfElectricBoatsMember2023-09-012024-08-310001813783ifrs-full:OperatingSegmentsMembervmar:RentalOfElectricBoatsMember2023-09-012024-08-310001813783ifrs-full:OperatingSegmentsMember2023-09-012024-08-310001813783ifrs-full:EliminationOfIntersegmentAmountsMember2023-09-012024-08-310001813783vmar:VisionMarineTechnologiesCorpMember2024-09-012024-11-300001813783vmar:ElectricBoatRentalLtd.Member2024-09-012024-11-300001813783vmar:EbrPalmBeaxhIncMember2024-09-012024-11-300001813783vmar:EbRentalVenturaCorpMember2024-09-012024-11-300001813783vmar:EbRentalFlCorpMember2024-09-012024-11-300001813783vmar:CanadaInc.7858078Member2024-09-012024-11-300001813783ifrs-full:GrossCarryingAmountMembervmar:RollingStockMember2024-11-300001813783ifrs-full:GrossCarryingAmountMembervmar:MouldsMember2024-11-300001813783ifrs-full:GrossCarryingAmountMembervmar:BoatRentalFleetMember2024-11-300001813783ifrs-full:GrossCarryingAmountMemberifrs-full:MachineryMember2024-11-300001813783ifrs-full:GrossCarryingAmountMemberifrs-full:LeaseholdImprovementsMember2024-11-300001813783ifrs-full:GrossCarryingAmountMemberifrs-full:ComputerEquipmentMember2024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:RollingStockMember2024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:MouldsMember2024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:BoatRentalFleetMember2024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:MachineryMember2024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:LeaseholdImprovementsMember2024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:ComputerEquipmentMember2024-11-300001813783vmar:RollingStockMember2024-11-300001813783vmar:MouldsMember2024-11-300001813783vmar:BoatRentalFleetMember2024-11-300001813783ifrs-full:MachineryMember2024-11-300001813783ifrs-full:LeaseholdImprovementsMember2024-11-300001813783ifrs-full:ComputerEquipmentMember2024-11-300001813783ifrs-full:GrossCarryingAmountMembervmar:RollingStockMember2024-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:MouldsMember2024-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:BoatRentalFleetMember2024-08-310001813783ifrs-full:GrossCarryingAmountMemberifrs-full:MachineryMember2024-08-310001813783ifrs-full:GrossCarryingAmountMemberifrs-full:LeaseholdImprovementsMember2024-08-310001813783ifrs-full:GrossCarryingAmountMemberifrs-full:ComputerEquipmentMember2024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:RollingStockMember2024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:MouldsMember2024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:BoatRentalFleetMember2024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:MachineryMember2024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:LeaseholdImprovementsMember2024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:ComputerEquipmentMember2024-08-310001813783vmar:RollingStockMember2024-08-310001813783vmar:MouldsMember2024-08-310001813783vmar:BoatRentalFleetMember2024-08-310001813783ifrs-full:MachineryMember2024-08-310001813783ifrs-full:LeaseholdImprovementsMember2024-08-310001813783ifrs-full:ComputerEquipmentMember2024-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:RollingStockMember2023-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:MouldsMember2023-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:BoatRentalFleetMember2023-08-310001813783ifrs-full:GrossCarryingAmountMemberifrs-full:MachineryMember2023-08-310001813783ifrs-full:GrossCarryingAmountMemberifrs-full:LeaseholdImprovementsMember2023-08-310001813783ifrs-full:GrossCarryingAmountMemberifrs-full:ComputerEquipmentMember2023-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:RollingStockMember2023-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:MouldsMember2023-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:BoatRentalFleetMember2023-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:MachineryMember2023-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:LeaseholdImprovementsMember2023-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:ComputerEquipmentMember2023-08-3100018137832024-09-022024-09-020001813783ifrs-full:DerivativesMemberifrs-full:HistoricalVolatilityForSharesMeasurementInputMember2024-11-300001813783vmar:ExercisePrice822.15To1194.75Member2024-11-300001813783vmar:ExercisePrice612.43To787.05Member2024-11-300001813783vmar:ExercisePrice2199.15Member2024-11-300001813783vmar:ExercisePrice138.47To499.50Member2024-11-300001813783ifrs-full:DerivativesMembervmar:SeriesConvertiblePreferredSharesMember2024-11-300001813783ifrs-full:DerivativesMembervmar:SeriesBConvertiblePreferredSharesMember2024-11-300001813783ifrs-full:PreviouslyStatedMember2024-11-300001813783ifrs-full:DerivativesMembervmar:SeriesConvertiblePreferredSharesMember2024-08-310001813783ifrs-full:DerivativesMembervmar:SeriesBConvertiblePreferredSharesMember2024-08-310001813783vmar:WarrantsIssuedToCommonShareholdersMember2024-08-310001813783ifrs-full:PreviouslyStatedMember2024-08-310001813783vmar:WarrantsIssuedToCommonShareholdersMember2023-08-310001813783vmar:CaliforniaElectricBoatCompanyInc.Member2024-11-300001813783ifrs-full:IssuedCapitalMember2023-09-012023-11-300001813783ifrs-full:GrossCarryingAmountMembervmar:WebsiteMember2024-11-300001813783ifrs-full:GrossCarryingAmountMembervmar:IfrsPatentsMember2024-11-300001813783ifrs-full:GrossCarryingAmountMembervmar:IfrsOrderOrProductionBacklogMember2024-11-300001813783ifrs-full:GrossCarryingAmountMembervmar:IfrsIntellectualPropertyMember2024-11-300001813783ifrs-full:GrossCarryingAmountMemberifrs-full:ComputerSoftwareMember2024-11-300001813783ifrs-full:GrossCarryingAmountMemberifrs-full:BrandNamesMember2024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:WebsiteMember2024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:IfrsPatentsMember2024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:IfrsOrderOrProductionBacklogMember2024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:IfrsIntellectualPropertyMember2024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:ComputerSoftwareMember2024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:BrandNamesMember2024-11-300001813783vmar:WebsiteMember2024-11-300001813783vmar:IfrsPatentsMember2024-11-300001813783vmar:IfrsOrderOrProductionBacklogMember2024-11-300001813783vmar:IfrsIntellectualPropertyMember2024-11-300001813783ifrs-full:GrossCarryingAmountMember2024-11-300001813783ifrs-full:ComputerSoftwareMember2024-11-300001813783ifrs-full:BrandNamesMember2024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMember2024-11-300001813783ifrs-full:GrossCarryingAmountMembervmar:WebsiteMember2024-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:IfrsPatentsMember2024-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:IfrsOrderOrProductionBacklogMember2024-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:IfrsIntellectualPropertyMember2024-08-310001813783ifrs-full:GrossCarryingAmountMemberifrs-full:ComputerSoftwareMember2024-08-310001813783ifrs-full:GrossCarryingAmountMemberifrs-full:BrandNamesMember2024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:WebsiteMember2024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:IfrsPatentsMember2024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:IfrsOrderOrProductionBacklogMember2024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:IfrsIntellectualPropertyMember2024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:ComputerSoftwareMember2024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:BrandNamesMember2024-08-310001813783vmar:WebsiteMember2024-08-310001813783vmar:IfrsPatentsMember2024-08-310001813783vmar:IfrsOrderOrProductionBacklogMember2024-08-310001813783vmar:IfrsIntellectualPropertyMember2024-08-310001813783ifrs-full:GrossCarryingAmountMember2024-08-310001813783ifrs-full:ComputerSoftwareMember2024-08-310001813783ifrs-full:BrandNamesMember2024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMember2024-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:WebsiteMember2023-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:IfrsPatentsMember2023-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:IfrsOrderOrProductionBacklogMember2023-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:IfrsIntellectualPropertyMember2023-08-310001813783ifrs-full:GrossCarryingAmountMemberifrs-full:ComputerSoftwareMember2023-08-310001813783ifrs-full:GrossCarryingAmountMemberifrs-full:BrandNamesMember2023-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:WebsiteMember2023-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:IfrsPatentsMember2023-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:IfrsOrderOrProductionBacklogMember2023-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:IfrsIntellectualPropertyMember2023-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:ComputerSoftwareMember2023-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:BrandNamesMember2023-08-310001813783ifrs-full:GrossCarryingAmountMember2023-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMember2023-08-310001813783ifrs-full:ReserveOfSharebasedPaymentsMember2023-09-012023-11-300001813783ifrs-full:GrossCarryingAmountMemberifrs-full:BuildingsMember2024-09-012024-11-300001813783ifrs-full:GrossCarryingAmountMembervmar:WebsiteMember2024-09-012024-11-300001813783ifrs-full:GrossCarryingAmountMembervmar:IfrsOrderOrProductionBacklogMember2024-09-012024-11-300001813783ifrs-full:GrossCarryingAmountMemberifrs-full:BrandNamesMember2024-09-012024-11-300001813783ifrs-full:GrossCarryingAmountMembervmar:WebsiteMember2023-09-012024-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:IfrsOrderOrProductionBacklogMember2023-09-012024-08-310001813783ifrs-full:GrossCarryingAmountMemberifrs-full:BrandNamesMember2023-09-012024-08-310001813783ifrs-full:DerivativesMembervmar:SeriesConvertiblePreferredSharesMember2024-09-012024-11-300001813783ifrs-full:IssuedCapitalMember2024-09-012024-11-300001813783ifrs-full:DerivativesMembervmar:SeriesConvertiblePreferredSharesMember2023-09-012024-08-310001813783ifrs-full:OperatingSegmentsMembervmar:SaleOfElectricBoatsMember2024-09-012024-11-300001813783ifrs-full:OperatingSegmentsMembervmar:RentalOfElectricBoatsMember2024-09-012024-11-300001813783ifrs-full:OperatingSegmentsMember2024-09-012024-11-300001813783ifrs-full:EliminationOfIntersegmentAmountsMember2024-09-012024-11-300001813783ifrs-full:OperatingSegmentsMembervmar:SaleOfElectricBoatsMember2023-09-012023-11-300001813783ifrs-full:OperatingSegmentsMembervmar:RentalOfElectricBoatsMember2023-09-012023-11-300001813783ifrs-full:OperatingSegmentsMember2023-09-012023-11-300001813783ifrs-full:EliminationOfIntersegmentAmountsMember2023-09-012023-11-300001813783vmar:LaterThanThreeYearsAndThereafterMember2024-11-300001813783ifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMember2024-11-300001813783vmar:WarrantsIssuedToCommonShareholdersMember2024-09-012024-11-300001813783vmar:WarrantsIssuedToCommonShareholdersMember2023-09-012024-08-310001813783vmar:SecuredFirstRankingMovableHypothecMember2024-11-300001813783srt:MinimumMembervmar:ExercisePrice822.15To1194.75Member2024-09-012024-11-300001813783srt:MinimumMembervmar:ExercisePrice612.43To787.05Member2024-09-012024-11-300001813783srt:MinimumMembervmar:ExercisePrice138.47To499.50Member2024-09-012024-11-300001813783srt:MaximumMembervmar:ExercisePrice822.15To1194.75Member2024-09-012024-11-300001813783srt:MaximumMembervmar:ExercisePrice612.43To787.05Member2024-09-012024-11-300001813783srt:MaximumMembervmar:ExercisePrice138.47To499.50Member2024-09-012024-11-300001813783vmar:ExercisePrice2199.15Member2024-09-012024-11-300001813783ifrs-full:TopOfRangeMember2024-09-012024-11-300001813783ifrs-full:BottomOfRangeMember2024-09-012024-11-300001813783vmar:PreFundedWarrantsMember2024-11-300001813783ifrs-full:RetainedEarningsMember2024-11-300001813783ifrs-full:ReserveOfSharebasedPaymentsMember2024-11-300001813783ifrs-full:IssuedCapitalMember2024-11-300001813783ifrs-full:AccumulatedOtherComprehensiveIncomeMember2024-11-300001813783vmar:PreFundedWarrantsMember2024-08-310001813783ifrs-full:RetainedEarningsMember2024-08-310001813783ifrs-full:ReserveOfSharebasedPaymentsMember2024-08-310001813783ifrs-full:IssuedCapitalMember2024-08-310001813783ifrs-full:AccumulatedOtherComprehensiveIncomeMember2024-08-310001813783ifrs-full:RetainedEarningsMember2023-11-300001813783ifrs-full:ReserveOfSharebasedPaymentsMember2023-11-300001813783ifrs-full:IssuedCapitalMember2023-11-300001813783ifrs-full:AccumulatedOtherComprehensiveIncomeMember2023-11-300001813783ifrs-full:RetainedEarningsMember2023-08-310001813783ifrs-full:ReserveOfSharebasedPaymentsMember2023-08-310001813783ifrs-full:IssuedCapitalMember2023-08-310001813783ifrs-full:AccumulatedOtherComprehensiveIncomeMember2023-08-310001813783vmar:GrantDateScenario30November2022Member2024-09-012024-11-300001813783vmar:GrantDateScenario2November242020Member2024-09-012024-11-300001813783vmar:GrantDateScenario2May272020Member2024-09-012024-11-300001813783vmar:GrantDateScenario2March252023Member2024-09-012024-11-300001813783vmar:GrantDateScenario29December2023Member2024-09-012024-11-300001813783vmar:GrantDateScenario26January2024Member2024-09-012024-11-300001813783vmar:GrantDateScenario23October2020Member2024-09-012024-11-300001813783vmar:GrantDateScenario23February2021Member2024-09-012024-11-300001813783vmar:GrantDateScenario22March2023Member2024-09-012024-11-300001813783vmar:GrantDateScenario22January2022Member2024-09-012024-11-300001813783vmar:GrantDateScenario21September2021Member2024-09-012024-11-300001813783vmar:GrantDateScenario20April2023Member2024-09-012024-11-300001813783vmar:GrantDateScenario1November242020Member2024-09-012024-11-300001813783vmar:GrantDateScenario1May272020Member2024-09-012024-11-300001813783vmar:GrantDateScenario1March252023Member2024-09-012024-11-300001813783vmar:GrantDateScenario1December2022Member2024-09-012024-11-300001813783vmar:GrantDateScenario14May2021Member2024-09-012024-11-300001813783vmar:GrantDateScenario14July2021Member2024-09-012024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:RollingStockMember2024-09-012024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:MouldsMember2024-09-012024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:BuildingsMember2024-09-012024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:MouldsMember2023-09-012024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:RollingStockMember2024-09-012024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:MouldsMember2024-09-012024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:BoatRentalFleetMember2024-09-012024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:MachineryMember2024-09-012024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:LeaseholdImprovementsMember2024-09-012024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:ComputerEquipmentMember2024-09-012024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMember2024-09-012024-11-300001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:RollingStockMember2023-09-012024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:MouldsMember2023-09-012024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:MachineryMember2023-09-012024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:LeaseholdImprovementsMember2023-09-012024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:ComputerEquipmentMember2023-09-012024-08-310001813783ifrs-full:GrossCarryingAmountMemberifrs-full:BuildingsMember2023-09-012024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:RollingStockMember2023-09-012024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:BuildingsMember2023-09-012024-08-310001813783vmar:EbRentalLtd.Member2023-09-012024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMembervmar:BoatRentalFleetMember2023-09-012024-08-310001813783ifrs-full:AccumulatedDepreciationAndAmortisationMember2023-09-012024-08-310001813783vmar:PastDueButNotImpairedMember2024-11-300001813783ifrs-full:LaterThanTwoMonthsAndNotLaterThanThreeMonthsMember2024-11-300001813783ifrs-full:LaterThanThreeMonthsMember2024-11-300001813783ifrs-full:CurrentMember2024-11-300001813783vmar:PastDueButNotImpairedMember2024-08-310001813783ifrs-full:LaterThanThreeMonthsMember2024-08-310001813783ifrs-full:LaterThanOneMonthAndNotLaterThanTwoMonthsMember2024-08-3100018137832024-09-170001813783ifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyRequiredByIFRSsMember2024-11-300001813783ifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyRequiredByIFRSsMember2024-08-310001813783ifrs-full:NotLaterThanOneYearMember2024-11-300001813783ifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMember2024-11-300001813783ifrs-full:RetainedEarningsMember2024-09-012024-11-300001813783ifrs-full:AccumulatedOtherComprehensiveIncomeMember2024-09-012024-11-300001813783ifrs-full:RetainedEarningsMember2023-09-012023-11-300001813783ifrs-full:AccumulatedOtherComprehensiveIncomeMember2023-09-012023-11-3000018137832023-09-012024-08-3100018137832023-11-3000018137832023-08-310001813783vmar:TermLoanMaturingJanuary2025Memberifrs-full:TopOfRangeMember2024-11-300001813783vmar:TermLoanMaturingJanuary2025Memberifrs-full:BottomOfRangeMember2024-11-3000018137832024-09-020001813783vmar:IfrsPrimeRateMember2024-11-300001813783vmar:TermLoanMaturingJanuary2025Member2024-11-300001813783vmar:TermLoanMaturingJanuary2025Member2024-08-310001813783ifrs-full:OperatingSegmentsMembervmar:SaleOfElectricBoatsMember2024-11-300001813783ifrs-full:OperatingSegmentsMembervmar:RentalOfElectricBoatsMember2024-11-300001813783ifrs-full:OperatingSegmentsMember2024-11-300001813783ifrs-full:EliminationOfIntersegmentAmountsMember2024-11-300001813783ifrs-full:OperatingSegmentsMembervmar:SaleOfElectricBoatsMember2024-08-310001813783ifrs-full:OperatingSegmentsMembervmar:RentalOfElectricBoatsMember2024-08-310001813783ifrs-full:OperatingSegmentsMember2024-08-310001813783ifrs-full:EliminationOfIntersegmentAmountsMember2024-08-310001813783vmar:M93351427QuebecIncMember2024-11-300001813783vmar:M93351427QuebecIncMember2024-08-310001813783vmar:XavierMontagneMember2024-11-300001813783vmar:RaffiSossoyanMember2024-11-300001813783vmar:MacEngineeringSasuMember2024-11-300001813783vmar:AlexandreMongeonMember2024-11-300001813783vmar:XavierMontagneMember2024-08-310001813783vmar:RaffiSossoyanMember2024-08-310001813783vmar:MacEngineeringSasuMember2024-08-310001813783vmar:CaliforniaElectricBoatCompanyInc.Member2024-08-310001813783vmar:AlexandreMongeonMember2024-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:RollingStockMember2024-09-012024-11-300001813783ifrs-full:GrossCarryingAmountMembervmar:RollingStockMember2023-09-012024-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:MouldsMember2023-09-012024-08-3100018137832023-09-012023-11-300001813783ifrs-full:GrossCarryingAmountMembervmar:BoatRentalFleetMember2024-09-012024-11-300001813783ifrs-full:GrossCarryingAmountMember2024-09-012024-11-300001813783ifrs-full:GrossCarryingAmountMembervmar:RollingStockMember2023-09-012024-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:MouldsMember2023-09-012024-08-310001813783ifrs-full:GrossCarryingAmountMembervmar:BoatRentalFleetMember2023-09-012024-08-310001813783ifrs-full:GrossCarryingAmountMemberifrs-full:MachineryMember2023-09-012024-08-310001813783ifrs-full:GrossCarryingAmountMemberifrs-full:LeaseholdImprovementsMember2023-09-012024-08-310001813783ifrs-full:GrossCarryingAmountMember2023-09-012024-08-3100018137832024-11-3000018137832024-08-31iso4217:CADxbrli:sharesxbrli:pureiso4217:CADxbrli:sharesvmar:Yiso4217:USDiso4217:USDxbrli:sharesvmar:segmentvmar:item

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 January 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) ☐

General

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) and Registration Statement on Form S-8 (File No. 333-264089).

Exhibit No.

    

Exhibit

99.1

 

Unaudited condensed interim consolidated financial statements for the three-month periods ended November 30, 2024 and 2023

99.2

 

Management’s Discussion and Analysis for the three-month period ended November 30, 2024

99.3

 

Form 52-109F2 Certification of Interim Filings – CEO

99.4

 

Form 52-109F2 Certification of Interim Filings – CFO

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: January 13. 2025

By:

/s/ Raffi Sossoyan

 

Name:

Raffi Sossoyan

 

Title:

Chief Financial Officer

P5DP5DP5Y

Exhibit 99.1

Graphic

Vision Marine Technologies Inc.

Condensed Interim Consolidated Financial Statements

For the three-month periods ended November 30, 2024 and 2023

(Unaudited)

Vision Marine Technologies Inc.

Consolidated statements of financial position

[Going concern uncertainty – see note 2]

(Unaudited)

    

As at November 30,

    

As at August 31,

2024

2024

$

$

Assets

 

  

 

  

Current

 

  

 

  

Cash

 

963,580

 

63,126

Trade and other receivables [note 3]

 

138,439

 

138,656

Income tax receivable

 

 

6,454

Inventories [note 4]

 

6,309,002

 

6,209,287

Prepaid expenses [note 4]

 

3,027,278

 

2,156,844

Share subscription receivable [note 14]

99,859

39,200

Advances to related parties [note 14]

 

17,408

 

Total current assets

 

10,555,566

 

8,613,567

Right-of-use assets [note 5]

 

250,457

 

260,807

Property and equipment [note 6]

 

1,523,589

 

1,578,422

Intangibles [note 7]

 

832,392

 

868,543

Deferred income taxes

 

88,960

 

92,973

Other financial assets

 

6,157

 

5,929

Total assets

 

13,257,121

 

11,420,241

Liabilities and shareholders’ equity

 

 

Current

 

 

Trade and other payables [notes 9 & 14]

 

2,059,875

 

4,497,508

Provision on onerous contracts

 

91,667

 

91,667

Income tax payable

 

11,822

 

Contract liabilities [note 10]

 

896,751

 

827,642

Advances from related parties [note 14]

84,616

Current portion of lease liabilities [note 11]

 

131,434

 

122,077

Current portion of long-term debt [note 12]

 

106,355

 

101,397

Current portion of derivative liabilities [notes 2 and 13]

 

366,586

 

1,964,774

Total current liabilities

 

3,664,490

 

7,689,681

Lease liabilities [note 11]

 

119,622

 

137,715

Long-term debt [note 12]

 

337,804

 

357,243

Derivative liabilities [notes 2 and 13]

 

3,695

 

215,615

Total liabilities

 

4,125,611

 

8,400,254

Shareholders’ equity

 

 

Capital stock [note 15]

 

62,997,017

 

55,421,479

Contributed surplus [note 16]

 

12,219,139

 

12,080,817

Accumulated other comprehensive income

 

1,119,230

 

1,127,048

Deficit

 

(67,203,876)

 

(65,609,357)

Total shareholders’ equity

 

9,131,510

 

3,019,987

 

13,257,121

 

11,420,241

See accompanying notes

Vision Marine Technologies Inc.

Consolidated statements of changes in equity (deficit)

[Going concern uncertainty – see note 2]

(Unaudited)

For the three-month periods ended November 30,

Accumulated

other

Contributed

comprehensive

Common shares

Pre-funded warrants

surplus

Deficit

income

Total

Units

$

Units

$

$

$

$

$

Shareholders’ equity as at August 31, 2023

    

82,795

    

50,395,717

    

    

    

11,684,829

    

(51,548,737)

    

1,032,628

    

11,564,437

Total comprehensive income

 

1,025,129

28,520

1,053,649

Securities issuance, net of transaction costs of $246,298 [note 15]

 

3,534

1,420,722

1,420,722

Share-based compensation – stock options [note 16]

 

74,333

74,333

Shareholders’ equity as at November 30, 2023

 

86,329

51,816,439

11,759,162

(50,523,608)

1,061,148

14,113,141

Shareholders’ equity as at August 31, 2024

 

163,403

55,382,754

475

38,725

12,080,817

(65,609,357)

1,127,048

3,019,987

Total comprehensive loss

 

(1,594,519)

(7,818)

(1,602,337)

Securities issuance – preferred shares converted [note 15]

9,877

136,689

136,689

Securities issuance, net of transaction costs of $1,351,836 [note 15]

1,198,003

7,438,849

7,438,849

Fractional securities issued due to reverse stock split

195,203

Share-based compensation – warrants [note 16]

119,985

119,985

Share-based compensation – stock options [note 16]

 

18,337

18,337

Shareholders’ equity as at November 30, 2024

 

1,566,486

62,958,292

475

38,725

12,219,139

(67,203,876)

1,119,230

9,131,510

See accompanying notes

Vision Marine Technologies Inc.

Consolidated statements of comprehensive income (loss)

[Going concern uncertainty – see note 2]

(Unaudited)

For the three-month periods ended November 30,

    

2024

    

2023

$

$

Revenues [note 17]

 

142,411

 

986,392

Cost of sales [note 4]

 

192,851

 

550,864

Gross profit (loss)

 

(50,440)

 

435,528

Expenses

 

 

Research and development

 

254,010

 

984,506

Office salaries and benefits

 

489,945

 

860,454

Selling and marketing expenses

 

547,041

 

789,332

Professional fees

 

1,116,856

 

1,092,852

Office and general

 

375,539

 

752,995

Share-based compensation [note 16]

 

18,337

 

74,333

Depreciation

 

124,009

 

203,209

Net finance income [note 18]

 

(1,403,947)

 

(5,224,179)

Other income

 

 

(66,244)

1,521,790

(532,742)

Income (loss) before tax

 

(1,572,230)

 

968,270

Income taxes

 

 

Current tax expense

 

18,276

 

17,796

Deferred tax expense (recovery)

 

4,013

 

(74,655)

 

22,289

 

(56,859)

Net income (loss) for the period

 

(1,594,519)

 

1,025,129

Items of comprehensive income (loss) that will be subsequently reclassified to earnings:

 

 

Foreign currency translation differences for foreign operations, net of tax

 

(7,818)

 

28,520

Other comprehensive income (loss), net of tax

 

(7,818)

 

28,520

Total comprehensive income (loss) for the period, net of tax

 

(1,602,337)

 

1,053,649

Weighted average shares outstanding

 

807,492

 

85,665

Basic and diluted income (loss) per share

 

(1.97)

 

11.97

See accompanying notes

Vision Marine Technologies Inc.

Consolidated statements of cash flows

[Going concern uncertainty – see note 2]

(Unaudited)

Three month periods ended November 30,

    

2024

    

2023

$

$

Operating activities

 

  

 

Net income (loss)

 

(1,594,519)

 

1,025,129

Depreciation

 

136,122

 

275,839

Accretion on long-term debt and lease liability

 

18,195

 

43,904

Share-based compensation – options and warrants

 

138,322

 

74,333

Shares issued for services

 

591,571

 

405,262

Income tax expense

 

22,289

 

(56,859)

Income tax paid

 

 

(8,802)

Gain on disposal of property and equipment

 

 

(4,391)

Gain on derivative liabilities

 

(1,673,420)

 

(5,411,168)

Effect of exchange rate fluctuation

 

(10,981)

 

287

 

(2,372,421)

 

(3,656,466)

Net change in non-cash working capital items

 

 

Trade and other receivables

 

217

 

50,160

Inventories

 

(99,715)

 

(737,177)

Other financial assets

 

(228)

 

(399)

Prepaid expenses

 

(870,434)

 

(859,379)

Trade and other payables

(2,437,633)

1,081,594

Contract liabilities

 

69,109

 

35,622

Other financial liabilities

(18,620)

Cash used in operating activities

 

(5,711,105)

 

(4,104,665)

 

 

Investing activities

Additions to property and equipment

(6,800)

(39,196)

Additions to intangibles

(1,806)

Proceeds from the disposal of property and equipment

50,522

Cash provided by (used in) investing activities

(8,606)

11,326

Financing activities

 

 

Change in credit facility

 

 

55,000

Increase in long-term debt

 

280,500

 

Repayment of long-term debt

 

(310,121)

 

(65,306)

Repayment of advance from related parties

 

(102,024)

 

Issuance of Voting Common Shares and warrants [note 15]

 

6,786,619

 

1,781,194

Repayment of lease liabilities

 

(34,809)

 

(194,818)

Cash provided by financing activities

6,620,165

1,576,070

Net increase (decrease) in cash during the period

 

900,454

 

(2,517,269)

Cash, beginning of period

 

63,126

 

3,359,257

Cash, end of period

 

963,580

 

841,988

See accompanying notes

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

1. Incorporation and nature of business

Vision Marine Technologies Inc. [the “Company”] was incorporated on August 29, 2012 and its principal business is to manufacture and sell or rent electric boats. The Voting Common Shares of the Company are listed under the trading symbol “VMAR” on Nasdaq.

The Company is incorporated in Canada and its head office and registered office is located at 730 Curé-Boivin boulevard, Boisbriand, Quebec, J7G 2A7.

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.

Sale of electric boats

The sale of electric boats segment has a seasonal aspect to its operations. Most customers purchase their electric boats from the Company with the intention of utilizing them during the summer period which typically runs from early June to late August and corresponds to the Company’s fourth quarter of a financial year. As such, the revenues in this operating segment fluctuate based on the level of boat deliveries, with a high and a low in the fourth quarter and the first quarter, respectively.

Rental of electric boats

Revenue generated by the rental of electric boats segment also has a seasonal aspect to its operations. Boat rental as an activity is highly sought by customers when the weather is milder, which is typically the case during the period from May to August. A colder-than-expected or rainier summer in any given year could have an impact on the segment’s revenues and hence on its profitability. Revenue from the boat club memberships is not impacted by seasonality as the memberships are typically on an annual basis.

2. Basis of preparation and going concern uncertainty

Compliance with IFRS

These condensed interim consolidated financial statements are for the three-month period ended November 30, 2024 and have been prepared in accordance with IAS 34: Interim Financial Reporting. They do not include all of the information required in annual financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and should be read in conjunction with the consolidated financial statements for the year ended August 31, 2024.

The accounting policies adopted in the preparation of the interim condensed 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, 2024.

The condensed interim consolidated financial statements were authorized for issuance by the Board of Directors on January 13, 2025.

Going concern uncertainty

As of November 30, 2024, the Company has cash of $963,580 and working capital of $6,891,076. The Company has incurred recurring losses, has not yet achieved profitable operations and has a deficit of $67,203,876 since its inception. The cash flows from operations were negative for the three years ended August 31, 2024 as well as for the current three-month period ended November 30, 2024. 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 condensed interim 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.

1

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

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. For the three-month period ended November 30, 2024, the Company was able to raise net proceeds from issuance of common shares, of $6,786,619. 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 condensed interim 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 condensed interim consolidated financial statements as at and for the three-month period ended November 30, 2024 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 measurement

These condensed interim consolidated financial statements are presented in Canadian dollars and were prepared on a historical cost basis.

Basis of consolidation

The condensed interim 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.

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

%

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.

2

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

Foreign currency translation

The Company’s condensed interim consolidated financial statements are presented in Canadian dollars, which is also the parent company’s functional currency. The functional currency of 7858078 Canada Inc. is the Canadian dollar, while the functional currency for EB Rental Ltd., EB Rental Ventura Corp., EB Rental FL Corp., EBR Palm Beach Inc. and Vision Marine Technologies Corp. is the US dollar.

The exchange rates for the currencies used in the preparation of the interim condensed consolidated financial statements were as follows:

    

Average exchange rate for the

Exchange rate as at:

 three-month period ended

    

November 30,

    

August 31, 

    

November 30, 

    

November 30, 

2024

2024

2024

2023

US dollar

1.4010

 

1.3491

 

1.3762

 

1.3655

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 judgments, estimates and assumptions are considered significant to the condensed interim consolidated financial statements remain unchanged to the 2024 annual financial statements.

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. In accordance with IFRS, all references to common shares, Pre-Funded Warrants, Series A and B Convertible Preferred Shares, warrants and options have been adjusted to reflect both reverse stock splits. Comparative references to the above have also been adjusted to reflect the two reverse stock splits.

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

Prior to the effective date of these amendments, the Company classified all of its derivative liabilities as long-term. See note 13 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 B Convertible Preferred shareholders
- Series A Convertible Preferred Shares
- Series B Convertible Preferred Shares

3

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

As a result of the amendments to IAS 1, the derivative liabilities associated with the warrants issued to both the common shareholders and the Series B Convertible Preferred shareholders will continue to be classified as long-term liabilities because expiry dates for these instruments are more than 12 months after both period-ends presented, namely November 30, 2024 and August 31, 2024. However, the derivative liabilities associated with the Series A and B Convertible Preferred Shares are required to be reclassified from long-term to current as a result of these amendments since the forced conversion date for these instruments is less than 12 months after both period-ends presented, namely November 30, 2024 and August 31, 2024. For the Series A Convertible Preferred Shares, the forced conversion date is December 21, 2024 while the forced conversion date for the Series B Convertible Preferred Shares is January 17, 2025.

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 November 30, 2024:

    

Balance prior

    

    

Balance after

to adoption

Changes

adoption

$

$

$

Current portion of derivative liabilities

 

 

366,586

 

366,586

Long-term portion of derivative liabilities

 

370,281

 

(366,586)

 

3,695

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

 

 

1,964,774

 

1,964,774

Long-term portion of derivative liabilities

 

2,180,389

 

(1,964,774)

 

215,615

Standards and interpretations not yet 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.

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.

4

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

3. Trade and other receivables

    

As at

As at 

November 30,

August 31,

2024

2024

    

$

    

$

Trade receivables

51,681

26,222

Sales taxes receivable

78,595

104,270

Other receivables

8,163

8,164

138,439

138,656

Trade receivables 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 November 30, 2024, trade receivables of $29,109 [August 31, 2024 – $26,222] were past due but not impaired. They relate to customers with no default history. The aging analysis of these receivables is as follows:

    

As at 

As at 

November 30,

August 31,

2024

2024

    

$

    

$

0 – 30

22,572

 

31 – 60

 

21,603

61 – 90

3,532

 

91 and over

25,577

 

4,619

51,681

 

26,222

There were no movements in the allowance for expected credit losses for the three-month period ended November 30, 2024 and the year ended August 31, 2024.

4. Inventories

As at 

As at 

November 30,

August 31,

2024

2024

    

$

    

$

Raw materials

5,511,160

5,456,935

Work-in-process

481,390

383,968

Finished goods

316,452

368,384

6,309,002

6,209,287

For the three-month period ended November 30, 2024, inventories recognized as an expense amounted to $192,851 [2023 – $550,864].

For the three-month period ended November 30, 2024, cost of sales includes depreciation of $11,948 [2023 – $72,630].

As at November 30, 2024, prepaid expenses included deposits to suppliers for future inventory purchases of $2,618,931. [August 31, 2024 – $1,780,430].

5

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

5. Right-of-use assets

Premises

Moulds

Rolling stock

Total

    

$

    

$

    

$

    

$

Cost

  

  

  

Balance at August 31, 2023

3,839,792

43,919

3,883,711

Additions

67,432

170,037

237,469

Disposals

(2,186,552)

(2,186,552)

Deconsolidation on sale of subsidiary

(1,549,425)

 

(46,656)

 

(1,596,081)

Currency translation

9,433

 

 

1,113

 

10,546

Balance at August 31, 2024

113,248

 

67,432

 

168,413

 

349,093

Additions

 

 

19,597

 

19,597

Currency translation

1,954

1,624

3,578

Balance at November 30, 2024

115,202

67,432

189,634

372,268

Accumulated depreciation

 

 

 

Balance at August 31, 2023

1,438,344

 

 

30,774

 

1,469,118

Depreciation

524,772

 

8,429

 

71,385

 

604,586

Disposal

(1,193,933)

 

 

 

(1,193,933)

Deconsolidation on sale of subsidiary

(748,972)

 

 

(42,513)

 

(791,485)

Balance at August 31, 2024

20,211

 

8,429

 

59,646

 

88,286

Depreciation

7,726

8,429

17,370

33,525

Balance at November 30, 2024

27,937

 

16,858

 

77,016

 

121,811

Net carrying amount

As at August 31, 2024

93,037

 

59,003

 

108,767

 

260,807

As at November 30, 2024

87,265

 

50,574

 

112,618

 

250,457

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 $804,596.

6

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

6. Property and equipment

Machinery

    

    

    

    

    

    

and

Rolling

Computer

Leasehold

Boat 

equipment

stock

equipment

Moulds

improvements

rental fleet

Total

    

$

    

$

    

$

    

$

    

$

    

$

    

$

Cost

Balance at August 31, 2023

 

395,493

 

49,274

 

25,243

942,425

362,055

1,121,352

2,895,842

Additions

 

30,845

 

3,088

 

236,654

10,000

318,991

599,578

Transferred to Inventory

 

 

 

(154,912)

(154,912)

Disposals

 

 

(6,213)

 

(62,632)

(360,881)

(429,726)

Deconsolidation on sale of subsidiary

 

 

 

(635,327)

(635,327)

Balance at August 31, 2024

 

426,338

 

46,149

 

25,243

1,116,447

372,055

289,223

2,275,455

Additions

 

 

 

6,800

6,800

Balance at November 30, 2024

 

426,338

 

46,149

 

25,243

1,116,447

372,055

296,023

2,282,255

 

 

 

Accumulated depreciation

 

 

 

Balance at August 31, 2023

 

229,299

 

34,010

 

17,288

110,724

113,837

76,758

581,916

Depreciation

 

38,522

 

4,574

 

4,374

40,949

101,665

67,908

257,992

Disposals

 

 

(3,655)

 

(728)

(37,646)

(42,029)

Transferred to Inventory

 

 

 

(21,394)

(21,394)

Deconsolidation on sale of subsidiary

 

 

 

(79,452)

(79,452)

Balance at August 31, 2024

 

267,821

 

34,929

 

21,662

150,945

215,502

6,174

697,033

Depreciation

 

7,788

 

830

 

485

11,438

25,298

15,794

61,633

Balance at November 30, 2024

 

275,609

 

35,759

 

22,147

162,383

240,800

21,968

758,666

Net carrying amount

 

 

 

As at August 31, 2024

 

158,517

 

11,220

 

3,581

965,502

156,553

283,049

1,578,422

As at November 30, 2024

 

150,729

 

10,390

 

3,096

954,064

131,255

274,055

1,523,589

7

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

7. Intangible assets and goodwill

    

Intellectual

    

    

    

Trade

    

    

    

Property

Software

Patents

name

Backlog

Website

Total

$

$

$

$

$

$

$

Cost

Balance at August 31, 2023

1,035,070

101,775

104,351

84,106

20,069

1,345,371

Additions

63,316

63,316

Currency translation

(862)

(604)

(172)

(1,638)

Balance at August 31, 2024

1,035,070

101,775

63,316

103,489

83,502

19,897

1,407,049

Additions

1,806

1,806

Currency translation

1,645

1,033

329

3,007

Balance at November 30, 2024

1,035,070

101,775

65,122

105,134

84,435

20,226

1,411,862

Accumulated depreciation

Balance at August 31, 2023

262,597

37,620

34,865

36,741

6,824

378,647

Depreciation

103,507

12,920

1,277

21,028

17,082

4,045

159,859

Balance at August 31, 2024

366,104

50,540

1,277

55,893

53,823

10,869

538,506

Depreciation

25,522

3,186

1,597

5,314

4,321

1,024

40,964

Balance at November 30, 2024

391,626

53,726

2,874

61,207

58,144

11,893

579,470

Net carrying amount

As at August 31, 2024

668,966

51,235

62,039

47,596

29,679

9,028

868,543

As at November 30, 2024

643,444

48,049

62,248

43,927

26,391

8,333

832,392

8. Credit facility

During the year ended August 31, 2024, the Company had an authorized line of credit of $250,000, renewable annually, bearing interest at prime rate plus 1%, secured by a first ranking movable hypothec of $750,000 on all present and future accounts receivable and inventory. Effective March 31, 2024, the line of credit was not renewed and closed. No amounts were drawn on the line of credit as at November 30, 2024 and as at August 31, 2024.

9. Trade and other payables

    

As at

As at

November 30,

August 31,

2024

    

2024

$

$

Trade payable

 

1,644,607

 

3,883,020

Salaries and vacation payable

 

415,268

 

614,488

 

2,059,875

 

4,497,508

8

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

10. Contract liabilities

    

As at

    

As at

November 30,

August 31,

2024

2024

   

$

   

$

Opening balance

 

827,642

 

1,815,731

Payments received in advance

 

76,393

 

924,913

Transferred to revenues

 

(7,458)

 

(997,224)

Deconsolidation on sale of subsidiary

 

 

(928,833)

Currency translation

 

174

 

13,055

Closing balance

 

896,751

 

827,642

11. Lease liabilities

    

As at

    

As at

November 30,

August 31,

2024

2024

      

$

   

$

Opening balance

 

259,792

 

2,641,794

Additions

 

19,597

 

237,469

Repayment

 

(34,809)

 

(650,461)

Interest on lease liability

 

3,055

 

116,170

Lease termination

 

 

(1,160,649)

Deconsolidation on sale of subsidiary

(937,427)

Currency translation

 

3,421

 

12,896

Closing balance

 

251,056

 

259,792

Current

 

131,434

 

122,077

Non-current

 

119,622

 

137,715

 

251,056

 

259,792

Future undiscounted lease payments as at November 30, 2024 are as follows:

   

$

Less than one year

 

134,115

One to five years

 

128,683

 

262,798

9

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

12. Long-term debt

    

As at

    

As at

November 30,

August 31,

2024

2024

   

$

   

$

Term loans, bearing interest at rates varying 9.44% and 13.87% per annum payable in monthly installments of $13,609 ending December 2026.

 

444,159

 

458,640

 

444,159

 

458,640

Current portion of long-term debt

 

106,355

 

101,397

 

337,804

 

357,243

In addition to the above facilities, on September 2, 2024, the Company obtained a temporary bridge loan of $270,500 (US$200,000) bearing interest at 30% per annum and repayable, at the latest, within 90 days from that date. The loan also carried a processing fee of $74,762 (US$55,000) which was recorded in net finance income [note 18]. The Company repaid the loan together with accrued interest of $2,721 on September 17, 2024.

13. 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 4,108 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of U.S. $568.35 ($760.05).

On February 17, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 3,520 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of U.S. $568.35 ($765.45).

On April 19, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 2,826 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of U.S. $568.35 ($761.40).

On June 16, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 3,659 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of U.S. $546.75 ($722.25).

On August 2, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 3,662 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of U.S. $546.75 ($724.95).

On September 20, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 2,763 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of U.S. $546.75 ($734.40).

On December 13, 2023, the Company agreed to reduce the exercise price of 20,358 of its previously issued warrants to U.S. $141.75 ($191.23). For the fiscal year ended August 31, 2024, the Company recorded a loss of $896,458 related to the re-pricing of these instruments in net finance income.

10

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

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

760.05

760.05

100

3.4

3

February 17, 2023

765.45

816.75

100

4.0

3

April 19, 2023

761.40

749.25

75

3.9

3

June 16, 2023

722.25

742.50

75

4.1

3

August 2, 2023

724.95

688.50

75

4.8

3

September 20, 2023

734.40

594.00

75

4.8

3

    

    

Number of

    

Weighted average

Revised

warrants

remaining

Exercise price

outstanding

contractual life

Issuance date

   

$

   

#

   

[years]

January 19, 2023

191.23

4,108

1.14

February 17, 2023

191.23

3,520

1.22

April 19, 2023

191.23

2,826

1.38

June 16, 2023

191.23

3,659

1.54

August 2, 2023

191.23

3,662

1.67

September 20, 2023

191.23

2,763

1.80

As at November 30, 2024, the derivative liabilities related to the warrants issued to common shareholders amounted to nil [August 31, 2024 – $30,564]. For the three-month period ended November 30, 2024, the Company allocated transaction costs of nil related to the warrants issued during the period, which were recorded in net finance income [2023 – $149,472] [note 18].

The table below summarizes the movement in the derivative liabilities related to the warrants issued to common shareholders during the three-month period ended November 30, 2024 and the fiscal year ended August 31, 2024:

    

As at

    

As at

November 30,

August 31,

2024

2024

$

$

Opening balance

 

30,564

 

5,558,822

Additions

 

 

765,733

Effect on fair value of repricing of warrants

 

 

896,458

Change in estimate of fair value

 

(30,564)

 

(7,190,449)

Closing balance

 

 

30,564

For the three month period ended November 30, 2024, the Company recorded a gain of $30,564 related to the valuation of these instruments in net finance income [2023 – $5,411,168] [note 18].

Series A Convertible Preferred Shares

On December 13, 2023, the Company authorized the issuance of Series A Convertible Preferred Shares. This class of shares ranks senior to the Voting Common Shares but retains no voting rights. They have a stated value of US$1,000 per share and are convertible into Voting Common Shares of the Company at the election of the holder at any time at a price of US$141.75 per share, exercise price subject to adjustment. The Series A Convertible Preferred Shares are 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 prohibit 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 will automatically convert 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.

11

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

In no event shall the conversion price for the Series A Convertible Preferred Shares be less than US$40.50, subject to adjustment herein. The holder also receives 7 warrants to purchase Voting Common Shares per US$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 US$141.75 per share. In addition, the holder receives an option to purchase one additional Series A Convertible Preferred Share and 7 warrants 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 US$1,000.

On December 21, 2023, the Company issued 3,000 Series A Convertible Preferred Shares and 21,169 warrants to purchase Voting Common Shares for a total cash consideration of $4,036,025 (US$3,000,000). For the fiscal year ended August 31, 2024, the Company incurred transaction costs of $615,306 related to this issuance.

During the fiscal year ended August 31, 2024, 650 Series A Convertible Preferred Shares were converted into 11,642 Voting Common Shares at a value of $301,997 [Note 15].

On August 16, 2024, 21,169 warrants to purchase Voting Common Shares issued to Series A Convertible Preferred shareholders were exchanged for 41,858 Voting Common Shares and 475 Pre-Funded Warrants [Note 15]. As a result of this transaction, the Company recorded a loss of $1,715,543 in net finance income with a corresponding increase in Capital Stock in the fiscal year ended August 31, 2024.

During the three-month period ended November 30, 2024, 400 Series A Convertible Preferred Shares were converted into 9,877 Voting Common Shares at a value of $136,689 [Note 15].

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 three-month period ended November 30, 2024 and the fiscal year ended August 31, 2024:

    

As at

    

As at

November 30,

August 31,

2024

2024

$

$

Opening balance

 

694,232

 

Fair value at issuance

 

 

12,744,593

Deferred loss at issuance

(8,737,194)

Revaluation at the end of the period

 

(1,217,972)

 

(10,336,357)

Amortization of the deferred loss during the period

 

 

7,325,187

Accelerated amortization of the deferred loss during the period

804,676

Conversion to Voting Common Shares during the period [Note 19]

 

(136,689)

 

(301,997)

Closing balance

 

144,247

 

694,232

For the three-month period ended November 30, 2024, the Company recorded a gain of $413,296 related to the valuation of these instruments in net finance income [2023 – nil] [note 18]. Included in this gain is the accelerated amortization of the deferred loss at issuance. The portion of this balance that was applicable to the Series A Convertible Preferred Shares was written off completely at November 30, 2024 because the amount of the deferred loss balance at that date exceeded the fair value attributable to these instruments at that date. As such, the Company recorded an accelerated loss of $804,676 on these instruments for the three-month period ended November 30, 2024 [2023 – Nil].

12

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

Series B Convertible Preferred Shares

On December 13, 2023, the Company authorized the issuance of Series B Convertible Preferred Shares. This class of shares ranks senior to the Voting Common Shares but retains no voting rights. They have a stated value of US$1,000 per share and are convertible into Voting Common Shares of the Company at the election of the holder at any time at a price of US$141.75 per share, exercise price subject to adjustment. The Series B Convertible Preferred Shares are 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 prohibit 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 will automatically convert 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. In no event shall the conversion price for the Series B Convertible Preferred Shares be less than US$40.75, subject to adjustment herein. The holder also receives 7 warrants to purchase Voting Common Shares per US$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 US$141.75 per share.

On January 17, 2024, the Company issued 3,000 Series B Convertible Preferred Shares and 21,165 warrants to purchase Voting Common Shares for a total cash consideration of $4,044,900 (US$3,000,000). For the fiscal year ended August 31, 2024, the Company incurred transaction costs of $839,195 related to this issuance, which were recorded in net finance income.

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 three-month period ended November 30, 2024 and the fiscal year ended August 31, 2024:

    

As at

    

As at

November 30,

August 31,

2024

2024

$

$

Opening balance

 

1,455,594

 

Fair value at issuance

 

 

6,888,006

Deferred loss at issuance

 

 

(2,841,008)

Revaluation at the end of the period

 

(2,019,193)

 

(4,642,780)

Amortization of the deferred loss during the period

 

 

1,674,778

Accelerated amortization of the deferred loss during the period

 

789,633

 

376,598

Closing balance

 

226,034

 

1,455,594

For the three-month period ended November 30, 2024, the Company recorded a gain of $1,229,560 related to the valuation of these instruments in net finance income [2023 – nil] [note 18]. Included in this gain is the accelerated amortization of the deferred loss at issuance. The portion of this balance that was applicable to the Series B Convertible Preferred Shares was written off completely at November 30, 2024 because the amount of the deferred loss balance at that date exceeded the fair value attributable to these instruments at that date. As such, the Company recorded an accelerated loss of $789,633 on these instruments for the three-month period ended November 30, 2024 [2023 – Nil].

13

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

14. 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.

9335-1427 Quebec Inc.

9519-0682 Quebec Inc.

Hurricane Corporate Services Ltd. [prior to March 1, 2024]

Mac Engineering, SASU – Since February 16, 2021

Ultimate founder shareholders and their individually controlled entities

Alexandre Mongeon

Patrick Bobby

Robert Ghetti

Immobilier R. Ghetti Inc.

Société de Placement Robert Ghetti Inc.

The following table summarizes the Company’s related party transactions for the period:

    

Three months

    

Three months

ended November 30,

ended November 30,

2024

2023

$

$

  

  

R&D expenses & Inventory Deposits

 

 

MAC Engineering, SASU

2,759,362

791,906

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 November 30, 2024, the right-of-use asset for this lease was nil [August 31, 2024 – nil] and the lease liability was nil [August 31, 2024 – nil]. For the three-month period ended November 30, 2024, rent expense of $67,338 [2023 – nil] was recorded under the renegotiated lease.

Remuneration of directors and key management of the Company

    

Three months

    

Three months

ended November 30,

ended November 30,

2024

2023

$

$

Wages

356,486

502,015

Share-based payments – capital stock

 

87,166

66,588

Share-based payments – stock options

 

10,738

21,554

 

454,390

590,157

14

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

The amounts due to and from related parties are as follows:

    

As at

    

As at 

November 30,

August 31,

2024

2024

$

$

Share subscription receivable

 

  

 

  

9335-1427 Quebec Inc.

 

25,000

 

25,000

Alexandre Mongeon

 

14,200

 

14,200

 

39,200

 

39,200

Current advances to (from) related party

Alexandre Mongeon

17,408

(84,616)

Amounts due to related parties included in trade and other payable

Alexandre Mongeon

15,077

86,152

Xavier Montagne

8,131

11,615

Raffi Sossoyan

8,050

11,500

California Electric Boat Company

197,862

Mac Engineering, SASU

 

20,743

 

1,006,541

52,001

1,313,670

Advances from related parties are non - interest bearing and have no specified terms of repayment.

15. 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 CAD$0.001 on a one-for-one basis with no expiry date

Issued

    

As at

    

As at 

November 30,

August 31,

2023

2023

$

$

1,566,486 Voting Common Shares [August 31, 2024 – 163,403]

62,958,292

55,382,754

475 Pre-Funded Warrants [August 31, 2024 – 475]

 

38,725

 

38,725

 

62,997,017

 

55,421,479

During the three-month period ended November 30, 2024, the Company issued a total of 124,642 Voting Common Shares to third parties in exchange for marketing, management consulting services, and board fees provided to the Company valued at $591,571. 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 three-month period ended November 30, 2024, the Company issued a total of 9,877 Voting Common Shares upon the conversion of 400 Series A Convertible Preferred Shares [note 13].

15

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

During the three-month period ended November 30, 2024, the Company issued 377,778 Voting Common Shares as part of a private placement offering for a total cash consideration price of $3,567,439, net of transaction costs of $1,051,801.

During the three-month period ended November 30, 2024, the Company issued 695,583 Voting Common Shares as part of a “at the market” placement offering for a total cash consideration price of $3,279,840, net of transaction costs of $300,035. As at November 30, 2024, $60,659 of the net proceeds from this capital raise was receivable from the placement agent [August 31, 2024 – nil].

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 195,203 Voting Common Shares.

16. 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 $138.47 and $2,199.15 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 three months ended November 30, 2024 amounts to $18,337 [2023 – $74,333]. 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]

May 27, 2020

499.50

499.50

84

0.4

5

May 27, 2020

375.30

499.50

84

0.4

5

October 23, 2020

499.50

499.50

97

0.4

5

November 24, 2020

2,199.15

1,759.05

101

0.4

5

November 24, 2020

766.80

772.20

75

3.6

4

February 23, 2021

2,126.25

2,031.75

103

0.6

5

May 14, 2021

766.80

772.20

75

3.6

3

July 14, 2021

1,248.75

1,216.35

105

0.7

5

September 21, 2021

1,194.75

1,158.30

106

0.9

5

January 22, 2022

762.75

745.20

107

1.5

5

November 30, 2022

822.15

822.15

107

3.1

5

December 1,2022

787.05

787.05

107

3.0

5

March 22, 2023

777.60

693.90

75

3.6

2

March 25, 2023

778.95

706.05

75

3.6

3

March 25, 2023

778.95

706.05

75

3.6

4

April 20, 2023

781.65

711.45

75

3.6

5

December 29, 2023

612.43

199.80

76

3.1

5

January 26, 2024

138.47

145.80

76

3.5

5

16

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

The following tables summarize information regarding the option grants outstanding as at November 30, 2024:

Weighted

Number of

average

options

exercise price

    

#

    

$

Balance at August 31, 2023

 

8,171

704.76

Granted

 

742

375.98

Forfeited

 

(1,055)

823.16

Balance at August 31, 2024

 

7,858

657.77

Granted

 

Balance at November 30, 2024

 

7,858

657.77

    

Number of

    

    

Exercise price

options

Weighted average

Weighted average

Exercisable

range

outstanding

grant date fair value

remaining contractual life

options

$

#

$

    

[years]

#

138.47 – 499.50

3,679

309.59

0.87

3,648

612.43 – 787.05

3,881

336.47

3.26

3,651

822.15 – 1,194.75

38

646.65

3.00

22

2,199.15

260

1,259.55

6.00

260

Warrants

On November 23, 2020, the Company granted the underwriter the option to purchase 1,125 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 U.S. $1,687.50 ($2,276.61).

On August 5, 2022, the Company granted the underwriter the option to purchase 371 Voting Common Shares of the Company for a period of four years from the grant date at an exercise price of U.S. $1.080.00 ($1,457.03).

On December 21, 2023, the Company granted the underwriter the option to purchase 1,023 Voting Common Shares of the Company for a period of five years from the grant date at an exercise price of U.S. $141.75 ($191.23).

On September 16, 2024, the Company granted the underwriter the option to purchase 18,896 Voting Common Shares of the Company for a period of five years from the grant date at an exercise price of U.S. $11.25 ($15.29).

    

Number of warrants

    

Weighted average remaining

Exercise price

outstanding

contractual life

Grant date

$

#

[years]

November 23, 2020

2,276.61

1,125

0.98

August 5, 2022

1,457.03

371

0.68

December 21, 2023

191.23

1,023

4.06

September 16, 2024

15.29

18,896

4.80

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 three-month period ended November 30, 2024 amounts to $119,985 [2023 – 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.

17

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

Exercise

Expected

Risk-free

price

Market price

volatility

interest rate

Expected life

Grant date

    

$

    

$

    

%

    

%

    

[years]

November 23, 2020

2,276.61

1,759.05

100

0.4

5

August 5, 2022

1,457.03

972.00

100

2.9

3

December 21, 2023

191.23

247.05

76

4.0

5

September 16, 2024

15.29

9.74

92

3.4

5

17. Revenues

    

Three months

    

Three months

ended November 30,

ended November 30,

2024

2023

$

$

Sales of boats

89,031

88,093

Sales of parts and boat maintenance

31,361

30,497

Boat rental and boat club membership revenue

22,019

867,802

142,411

986,392

Revenues from external customers for the three-month period November 30, 2024 were primarily from the U.S.

18. Net finance income

Three months

Three months

ended November 30,

ended November 30,

2024

2023

    

$

    

$

Interest and bank charges

31,557

64,563

Interest income

(78)

(27,046)

Foreign currency exchange

43,247

Transaction costs

194,747

149,472

Gain on derivative liabilities [note 13]

(1,673,420)

(5,411,168)

(1,403,947)

(5,224,179)

19. 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”):

●Level 1: Quoted prices in active markets for identical items [unadjusted];
●Level 2: Observable direct or indirect inputs other than Level 1 inputs; and
●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 and trade and other payables are assumed to approximate their fair value due to their short-term nature.

The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities.

18

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

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 November 30, 2024, the Company used volatility of approximately 83% to 88% 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 85% and 90% volatility applied to the Series A and Series B Convertible Preferred Shares as at November 30, 2024 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.

20. Segment information

The Company operates in two reportable business segments.

The two reportable business segments offer different products and services, require different processes and are based on how the financial information is produced internally for the purposes of monitoring operating results and making decisions about resource allocation and performance assessment by the Company’s Chief Operating Decision Maker.

The following summary describes the operations of each of the Company’s reportable business segments:

●Sale of electric boats – manufacture of customized electric boats for consumer market and sale of boat parts maintenance, and
●Rental of electric boats – short-term rental operation and boat club membership.

Sales between segments are accounted for at prices that approximate fair value. No business segments have been aggregated to form the above reportable business segments.

Three months ended November 30, 2024

Sale of

Inter-

electric

Rental of

segment

boats

electric boats

eliminations

Total

    

$

    

$

    

$

    

$

Revenue from external customers

120,392

22,019

142,411

Revenue from other segments

10,000

(10,000)

Segment revenues

130,392

22,019

(10,000)

142,411

Segment gross profit (loss)

(37,311)

(9,929)

(3,200)

(50,440)

Segment profit (loss) before tax

(1,610,743)

1

48,539

(10,026)

(1,572,230)

Research and development

252,993

1,017

254,010

Office salaries and benefits

601,786

(111,841)

489,945

19

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

Three months ended November 30, 2023

Sale of

Inter-

electric

Rental of

segment

boats

electric boats

eliminations

Total

    

$

    

$

    

$

    

$

Revenue from external customers

118,590

867,802

986,392

Revenue from other segments

18,894

6,908

(25,802)

Segment revenues

137,484

874,710

(25,802)

986,392

Segment gross profit (loss)

(28,743)

184,254

280,017

435,528

Segment profit (loss) before tax

1,126,640

2

(165,505)

7,135

968,270

Research and development

984,506

984,506

Office salaries and benefits

680,994

179,460

860,454

As at November 30, 2024

Sale of

Inter-

electric

Rental of

segment

boats

electric boats

eliminations

Total

    

$

    

$

    

$

    

$

Segment assets

21,595,409

1,753,763

(10,092,051)

13,257,121

Cash

833,179

130,401

963,580

Additions to property and equipment and intangibles

1,806

10,000

(3,200)

8,606

Segment liabilities

4,061,238

1,005,747

(941,374)

4,125,611

1.For the three-month period ended November 30, 2024, the segment loss for this segment includes a gain on derivative liabilities of $1,673,420 [see note 18].
2.For the three-month period ended November 30, 2023, the segment profit for this segment includes a gain on derivative liabilities of $5,411,168 [see note 18].

As at August 31, 2024

Sale of

Inter-

electric

Rental of

segment

boats

electric boats

eliminations

Total

    

$

    

$

    

$

    

$

Segment assets

19,737,669

2,960,124

(11,277,388)

11,420,241

Cash

28,108

35,018

63,126

Additions to property and equipment

280,587

487,000

(185,744)

599,578

Segment liabilities

8,306,618

1,151,501

(1,013,824)

8,400,254

The Company has disclosed the above amounts for each reportable segment because they are regularly reviewed by the Chief Operating Decision Maker.

21. Additional cash flows information

Financing and investing activities not involving cash:

    

Three months

    

Three months

ended November 30,

ended November 30,

2024

2023

$

$

Additions to right-of-use assets

38,283

Share subscription receivable

60,659

Conversion of Series A Convertible Preferred Shares

136,689

20

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

November 30, 2024

22. Commitments

In addition to the obligations under leases [note 11], the Company is subject to supply agreements with minimum spend commitments. The amount of the minimum fixed and determinable portion of the unconditional purchase obligations over the next years, is as follows:

    

$

2025

3,143,058

2026

1,272,764

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 November 30, 2024. 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 November 30, 2024:

    

$

2025

56,040

2026

169,241

2027

172,626

2028 and thereafter

476,990

23. Subsequent events

During the month of December 2024, the Company issued a total of 124,829 Voting Common Shares to third parties in exchange of sub-contracting services provided to the Company related to marketing, investor relations and board fees.

Between December 1, 2024 and January 9, 2025, the Company issued 1,917,537 Voting Common Shares through the “at-the-market” facility with ThinkEquity LLC described in note 15 above for total gross proceeds of $5,814,978, less transaction costs of $174,611.

On December 21, 2024, the Company forced the conversion of 1,950 Series A Convertible Preferred Shares in exchange for 48,177 Voting Common Shares. Following this conversion, there were no Series A Convertible Preferred Shares issued and outstanding.

21

EX-99.2 3 vmar-20241130xex99d2.htm EX-99.2

Exhibit 99.2

VISION MARINE TECHNOLOGIES INC.

Form 51-102F1 Management’s Discussion & Analysis

For the three-month period ended November 30, 2024

1.1 Date January 13, 2025

Introduction

The following management’s discussion and analysis, prepared as of November 30, 2024, 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 interim condensed consolidated financial statements for the three-month period ended November 30, 2024 and the audited consolidated financial statements for the years ended August 31, 2024 and 2023 and the notes thereto. Amounts are reported in Canadian dollars based upon the interim condensed consolidated financial statements prepared in accordance with IAS 34, Interim Financial Reporting and annual consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) on SEDAR at www.sedar.com.

Forward-Looking Statements

Certain statements contained in the following Management’s Discussion and Analysis (“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 six years of audited financial statements.

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 $1,594,519 for the three-month period ended November 30, 2024 as compared to net income of $1,025,129 for the same period last year. We may never consistently 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 consistently 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.

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 the majority of our revenue in our coming accounting periods. We have built prototypes of our electronic powertrain. 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. Although we have received LOIs from OEMs for over 1,000 powertrains through the year ended August 31, 2024, such LOIs are non-binding and may never result in any actual sales.


Even if we do develop such relationships, 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. Additionally, we had anticipated developing a 335 horsepower within 18 months of our annual report filed in 2022 which we were able to meet in 2024. 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, if at all, and we may fail.

To carry out our proposed business plan to build up inventory for order fulfilment, increase brand awareness and develop a new powertrain for our engines, 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. If we are unsuccessful in raising enough funds through such capital-raising efforts, we may review other financing possibilities such as bank loans. 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. As of January 9, 2025, we sold 2,613,120 common shares for net proceeds of approximately US$6.3 million in an at-the-market offering set up in October 2024, 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 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.

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;


·

volatility in the cost of oil and gasoline;

·

consumers’ perceptions about convenience and cost to charge an electric powerboat;

·

the availability of tax and other governmental incentives to manufacture electric powerboats; and

·

perceptions about and the actual cost of alternative fuel.

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. We materially depend on some of those third-party suppliers for certain components that we obtain from a limited number of suppliers, namely:

·

hulls: we purchase all of our hulls from Manunor Inc.;

·

Motors: for our electric powertrains, we purchase motors from Danfoss Technologies and E-Propulsion for all of our boats;

·

powertrains: we purchase approximately 100% of our low powered powertrains from E-Propulsion, a Chinese company specialized in the research, development and production of components for electric outboard engines;

·

battery packs: we purchase 100% of our lithium-ion batteries from Neogy who in turn rely upon Samsung cells, We have an agreement with Octillion Power Systems (“Octillion”) to provide marine specific batteries to power the E-Motion™ powertrain; and

·

casings: we purchase the casings for our powertrains from Tohatsu Corporation, a Japanese company.

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.

Revenues from our electric boat rental business may be affected by a variety of factors that are outside of our control.

Revenues from our electric boat rental business represented 51% of our total revenues in our fiscal year 2024 and only 15% of our total revenue for the three-month period ended November 30, 2024. Future revenues from our electric boat rental business may be affected by the sale in April 2024 of our electric boat rental operations located in Newport Beach, California as well as factors that are outside of our control, including:

·

the appearance, safety, economic health and ability to continue to attract visitors willing to rent electric vehicles at the Portside Ventura marina;

·

the ability to successfully operate our rental operation in Ventura, California that was opened during the quarter ending May 31, 2023, with 6 boats;

·

the ability to successfully operate our rental operation in Palm Beach, Florida that was opened during the quarter ending February 29, 2024 with 6 boats initially;


·

the continued desirability of boat rentals as a leisure activity;

·

prolonged unfavourable weather conditions as well as natural disasters such as wildfires and hurricanes may lead to reduced demand for boat rentals; and

·

the local economic condition in and around the areas we offer rentals or may offer rentals in the future.

If revenues from our electric boat rental business decrease significantly, it may cease to be profitable or our revenues may not be as large as we currently project which may have a negative impact on the book value of the goodwill associated with the boat rental operations.

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.

Demand in the powerboat industry is highly volatile.

Fluctuations in demand for recreational powerboats and electric powerboats 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. Demand for recreational powerboat and electric powerboat sales depends to a large extent on general, economic and social conditions in a given market. Historically, sales of recreational powerboats decrease during economic downturns.


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

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, unseasonably cool 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. Adverse weather could also affect income from our rental business as we tend to rent significantly less boats on rainy or otherwise unappealing days than on sunny and attractive ones. If we experience more rainy or otherwise unappealing days at our marinas than normal, our income from the rental of electric boats could materially decline.

We intend to increasingly use our network of independent dealers, and we will face increasing competition for dealers and have little control over their activities.

In the past, most of our sales were directly placed with us online, but approximately 58% of our sales of electric boats in the three-month period ended November 30, 204 were derived from our network of independent dealers. We have agreements with dealers in our network that typically provide for terms of between 1 and 3 years. While we will continue to market direct sales through our website, we seek to increase revenues and diversify our sales points by expanding our network of independent dealers. We envision an increase in the number of dealers supporting our products and the quality of their marketing and servicing efforts being essential to our ability to increase sales. We may not be successful in our effort to grow our network of independent dealers.

Competition for dealers among recreational powerboat manufacturers continues to increase based on the quality, price, value and availability of the manufacturers’ products, the manufacturers’ attention to customer service and the marketing support that manufacturers provide to dealers. We will face intense competition from other recreational powerboat manufacturers in attracting and retaining dealers, and we might not be able to attract or retain relationships with qualified and successful dealers as well as our competition, if at all. We might not be able to maintain or improve our relationship with dealers or our market share position. In addition, independent dealers in the recreational powerboat industry have experienced significant consolidation in recent years, which could inhibit our ability to retain them or result in the loss of one or more of our dealers in the future if the surviving entity in any such consolidation purchases similar products from a competitor. If we do not establish a significant network of dealers, our future sales could fail to meet our projections, and our business, financial condition and results of operations may be adversely affected.

We envision that our success will depend, in part, upon the financial health of our dealers and their continued access to financing.

We seek to increase revenues and diversify our sales points by expanding our network of independent dealers. The financial health of our current and any future dealers is critical to our success. Our business, financial condition and results of operations may be adversely affected if the financial health of dealers that sell our products suffers. Their financial health may suffer for a variety of reasons, including a downturn in general economic conditions, rising interest rates, higher rents, increased labor costs and taxes, compliance with regulations and personal financial issues.

In addition, dealers require adequate liquidity to finance operations, including purchases of our products. Dealers are subject to numerous risks and uncertainties that could unfavorably affect their liquidity positions, including, among other things, continued access to adequate financing sources on a timely basis on reasonable terms. These sources of financing are vital to our ability to sell products through our distribution network.


Access to floor plan financing generally facilitates dealers’ ability to purchase powerboats from us, and their financed purchases reduce our working capital requirements. If floor plan financing were not available to our dealers, our sales and our working capital levels could be adversely affected. The availability and terms of financing offered by dealers’ floor plan financing providers will continue to be influenced by:

·

their ability to access certain capital markets and to fund their operations in a cost-effective manner;

·

the performance of their overall credit portfolios;

·

their willingness to accept the risks associated with lending to dealers; and

·

the overall creditworthiness of those dealers.

Changes to trade policies, tariffs, and import/export regulations may have a material adverse effect on our business, financial condition, and results of operations.

Although we manufacture our products in Canada, in our last fiscal year approximately 94% 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. Such policy changes 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.

Interest rates and energy prices affect marine products’ sales

Although our products are not frequently financed by our dealers and retail powerboat consumers, we envision this becoming more common as we expand our operations and grow our network of distributors. This may not occur if interest rates rise because higher rates increase the borrowing costs and, as a result, the cost of doing business for dealers and the cost of powerboat purchases for consumers. Energy costs can represent a large portion of the costs to manufacture our products and can increase their ultimate sales price. Therefore, higher interest rates and fuel costs can adversely affect consumers’ decisions relating to recreational powerboating purchases.

We have a large fixed cost base that will affect our profitability if our sales decrease.

The fixed cost levels of operating a recreational powerboat manufacturer can put pressure on profit margins when sales and production decline. Our profitability depends, in part, on our ability to spread fixed costs over a large number of products sold and shipped, and if we decide to reduce our rate of production, gross or net margins could be negatively affected. Consequently, decreased demand or the need to reduce production can lower our ability to absorb fixed costs and materially impact our financial condition or results of operations.

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, Xavier Montagne, our Chief Operating Officer and Chief Technology Officer, and Raffi Sossoyan, our Chief Financial 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 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 environmental, health and safety laws, including statutes, regulations, bylaws and other legal requirements. These laws relate to 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 powerboats 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.

Our powerboats are subject to mandated safety standards and failure to meet those standards could have a material adverse effect on our business and operating results.

Given the inherent dangers involved with powerboats, all powerboats sold must comply with federal, state and provincial safety standards. Additionally, most powerboats sold in the United States meet the safety standards set by the American Boat and Yacht Counsel (“ABYC”), a non-profit, member organization that develops voluntary safety standards for the design, construction, maintenance, and repair of recreational powerboats and the National Marine Manufacturers Association (“NMMA”). Our powerboats have been certified by the United States Coast Guard and the Canadian Coast Guard, meet the ABYC safety standards and have received CE marking indicating their conformity with health, safety, and environmental protection standards within the European Economic Area. Loss of any of these certifications or failure to obtain them for future products could have a material adverse effect on our business and operating results.

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. 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). 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 the service requirements of our customers, our business will be materially and adversely affected.

We do not offer warranties or provide service for our boats and do not intend to offer warranties on our powertrains systems. Instead, the purchasers of our boats and of our powertrains may rely upon the warranties and services of the manufacturers of the components used in our boats and powertrains. As all such warranties are provided by third-party suppliers, the quality and timeliness of such service is outside of our control. Additionally, the terms of such warranties, including the length of time of coverage, and servicing terms, including locations and labor cost, are not uniform. If our purchasers and potential purchasers believe that warranties and servicing capabilities provided by our third-party suppliers are inadequate, the reputation of our brand will suffer and business and prospects could be materially and adversely affected.

If we are unable to meet our production and development goals, we may need to change our business plans or the timeline in which we expect to carry them out.

Our ability to carry out our business plans 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.


We may not succeed in establishing, maintaining and strengthening the Vision Marine brand, which could materially and adversely affect customer acceptance of our boats and components and our business, revenues and prospects.

Our business and prospects heavily depend on our ability to develop, maintain and strengthen the Vision Marine brand and the brands of our powerboat models. Any failure to develop, maintain and strengthen these brands may materially and adversely affect our ability to sell our products. If we are not able to establish, maintain and strengthen our brands, we may lose the opportunity to build our customer base. We expect that our ability to develop, maintain and strengthen the Vision Marine brand will also depend heavily on the success of our marketing efforts. To further promote our brand, we may be required to change our marketing practices, which could result in substantially increased advertising expenses, including the need to use traditional media such as television, radio and print. Many of our current and potential competitors have greater name recognition, broader customer relationships and substantially greater marketing resources than we do. If we do not develop and maintain strong brands, our business, prospects, financial condition and operating results will be materially and adversely impacted.

Increases in costs, disruption of supply or shortage of raw materials, in particular lithium-ion cells, could harm our business.

Although we do not materially use raw materials in the production of our electronic powerboats, we purchase the necessary parts and components for our boats from third-party suppliers that do. Were those third-party suppliers to experience increases in the cost or a sustained interruption in the supply or shortage of raw materials, the corresponding parts and components could become more costly or less available (if still available at all). We are particularly exposed to a supply-chain risk as we have not contractually secured long-term supply commitments at fixed prices with our third-party suppliers. The prices for these raw materials fluctuate depending on market conditions and global demand for these materials and price fluctuations and material shortages could adversely affect our business and operating results. For instance, we are exposed to multiple risks relating to price fluctuations for lithium-ion cells. These risks include:

·

the inability or unwillingness of current battery manufacturers to build or operate battery cell manufacturing plants to supply the numbers of lithium-ion cells required to meet demand;

·

disruption in the supply of cells due to quality issues or recalls by the battery cell manufacturers; and

·

an increase in the cost of raw materials, such as cobalt, used in lithium-ion cells.

Our business depends on the continued supply of battery cells for our boats. We do not currently have any agreements for the supply of batteries and depend upon the open market for their procurement. Any disruption in the supply of battery cells from our supplier could temporarily disrupt the planned production of our boats until such time as a different supplier is fully qualified. Moreover, battery cell manufacturers may choose to refuse to supply electric boat manufacturers to the extent they determine that the boats are not sufficiently safe. Furthermore, current fluctuations or shortages in petroleum and other economic conditions may cause us to experience significant increases in freight charges and raw material costs. Substantial increases in the prices for our raw materials would increase our operating costs and could reduce our margins if we cannot recoup the increased costs through increased electric boat prices. We might not be able to recoup increasing costs of raw materials by increasing boat prices. We publish the price for the base model of our powerboats. However, any attempts to increase the published prices in response to increased raw material costs could be viewed negatively by our potential customers, result in cancellations of orders and could materially adversely affect our brand, image, business, prospects and operating results.

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 file a special report on Form SD and to disclose 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 have not determined whether we need to file a report on Form SD, and we have yet to file a Form SD. We will need to expend time and money on determining whether our products contain conflict minerals. 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. 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.

If the governmental grants and tax credits that we receive were to be no longer available, our net earnings would be materially reduced.

We receive governmental benefits in connection with our operations. In connection with the production of our powerboats and our research into green technology, we have been able to receive tax credits and grants provided by the Quebec provincial government and the Canadian federal government.


During the three-month period ended November 30, 2024, the Company did not recognize any grants nor investment tax credits. We intend to continue applying for such grants and receiving such tax credits. Without such grants and tax credits, our net loss in each of the past two fiscal years would have been larger. If they were no longer available, our business, prospects, financial condition and operating results could be adversely affected.

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.

If we fail to manage future growth effectively, we may not be able to market or sell our powerboats or powertrains successfully.

Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results and financial condition. We plan to expand our operations in the near future. Our future operating results depend to a large extent on our ability to manage this expansion and growth successfully. Risks that we face in undertaking this expansion include:

·

training new personnel;

·

forecasting production and revenue;

·

expanding our marketing efforts, including the marketing of a new powertrain that we use;

·

controlling expenses and investments in anticipation of expanded operations;

·

establishing or expanding design, manufacturing, sales and service facilities;

·

implementing and enhancing administrative infrastructure, systems and processes; and

·

addressing new markets.

We intend to continue to hire a number of additional personnel, including design and manufacturing personnel and service technicians for our electric boats and powertrains. Competition for individuals with experience designing, manufacturing and servicing electric boats is intense, and we may not be able to attract, assimilate, train or retain additional highly qualified personnel in the future. The failure to attract, integrate, train, motivate and retain these additional employees could seriously harm our business and prospects.

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.

We compete with a variety of other activities for consumers’ leisure time.

Our powerboats are used for recreational and sport purposes, and demand for our powerboats may be adversely affected by competition from other activities that occupy consumers’ leisure time and by changes in consumer lifestyle, usage pattern or taste. Similarly, an overall decrease in consumer leisure time may reduce consumers’ willingness to purchase and enjoy our products.

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 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. Our products involve kinetic energy, produce physical motion and are to be used on the water, factors which increase the likelihood of injury or death. Our products 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. Any personal injury or wrongful death claim could, even if not justified, prove expensive to contest.

We do not provide warranties for our powerboats but instead rely upon the warranties provided by the third-party manufacturers from whom we purchase the components for our powerboats. 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 or components in our products 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.

Our intellectual property is not protected through patents or formal copyright registration. As a result, we do not have the full benefit of patent or copyright laws to prevent others from replicating our products, product candidates and brands.

Apart from trademark applications that we filed 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 protected our intellectual property rights through patents or formal copyright or trademark registration, and we do not currently have any patent applications 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 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. 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

Although we have retained a patent lawyer to begin the process of filing patent applications for up to 24 patents related to our E-Motion™ electric powertrain system, to date, we have filed five completed 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, trademarks or registered copyrights and have not applied for the same. Companies, organizations or individuals, including our competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop, sell or market our powerboats and electric powertrains or use third-party components, which could make it more difficult for us to operate 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.

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.

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, a substantial portion of our assets are in Canada 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. In addition, a substantial portion of their assets and our assets are located outside of 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.

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, 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. Such pandemics may disrupt our supply chain by increasing the amount of time between ordering third-party materials needed for our boats and their delivery. Delays in our supply chain could adversely impact our production and, in turn, our revenues. These disruptions may have a material adverse effect on our business, financial condition and results of operations. Such adverse effect could be rapid and unexpected.

Fluctuations in currency exchange rates may significantly impact our results of operations.

Our operations are conducted in the United States and Canada, but approximately 94% of our sales and rentals for our 2024 fiscal year occurred in the United States, while 62% of our sales and rentals for the three-month period ended November 30, 2024 occurred in the United States. As a result, we are exposed to an exchange rate risk between the U.S. and Canadian dollars. The exchange rates between these currencies in recent years have fluctuated significantly and may continue to do so in the future. In our fiscal 2024, the monthly average exchange rate as published by the Bank of Canada ranged from a high of US1.3717:$1.00 to a low of US$1.3425:$1.00, while, in the three-month period ended November 30, 2024, the monthly average exchange rate as published by the Bank of Canada ranged from a high of US1.3975:$1.00 to a low of US$1.3546:$1.00. An appreciation of the Canadian dollar against the U.S. dollar could increase the relative cost of our products outside of Canada, which could lead to decreased sales. Conversely, to the extent that we are required to pay for goods or services in U.S. dollars, the depreciation of the Canadian dollar against the U.S. dollar would increase the cost of such goods and services.

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, 2024, 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, 2024. As at November 30, 2024, 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 are dependent upon the identification and successful completion of equity or debt financing and the achievement of profitable operations at an indeterminate time in the future.


There can be no assurances 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 US$1.00 per share (the “Minimum Bid Price Requirement”).

Although we took steps to regain compliance with the Minimum Bid Requirement 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. 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 regain compliance with the Minimum Bid Price Requirement, we recently enacted two reverse stock splits that had the practical effect of a 1:135 reverse stock split. We may need to enact additional reverse stock splits to regain compliance if we fail to meet the Minimum Bid Price Requirement in the future.

We enacted a 1-for-15 reverse stock split of our common shares on August 22, 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 US$1.00 per share (the “Minimum Bid Price Requirement”). To regain compliance, the closing bid price of the Common Shares has to be at least US$1.00 per share for a minimum of 10 consecutive trading days and, at Nasdaq’s discretion, up to 20 consecutive trading days. In an effort to regain compliance with the Minimum Bid Price Requirement, we enacted two reverse stock splits on a cumulative 1-for-135 basis, the last of which occurred on October 8, 2024. While this action was sufficient to ensure that we maintain a minimum bid price for our common shares above US$1.00 for a minimum of twenty consecutive business days by or before November 4, 2024 as required by Nasdaq, there are no assurances that we will maintain such compliance in the future. If we have to enact a third reverse stock split to maintain compliance in the future, we may not be able to do so as the Panel may object to such a third reverse stock split or we may not have sufficient room for a reverse stock split as Nasdaq does not allow for an automatic 180-day compliance period for companies that enact reverse stock splits in a three-year period that aggregate to a total of greater than 1-for-250. Even if we enacted a third 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.

In accordance with IFRS, all references to common shares, Pre-Funded Warrants, Series A and B Convertible Preferred Shares, warrants and options have been adjusted to reflect both reverse stock splits. Comparative references to the above have also been adjusted to reflect the two reverse stock splits.

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 is the design, development and manufacturing of electric outboard powertrain systems and electric boats.

The head office and principal address of the Company are located at 730 Boulevard du Cure-Boivin, Boisbriand, Quebec, Canada, V7G 2A7.

Additional information related to the Company is available on SEDAR at www.sedar.com.

Performance Summary

The following is a summary of significant events and transactions that occurred during and subsequent to the three-month period ended November 30, 2024:


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 revolutionary E-Motion™ 180e Inboard electric motor system. Delivering an impressive continuous 180hp at the propeller, this new system opens an important market segment for the Company, significantly expanding the range of vessels that can benefit from its advanced electric propulsion technology.

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. This agreement highlights the Company’s integral role in the project and establishes Aileron as a premier product sales location of the Company’s “E-Motion” Powertrain System, supported by a rental center, distribution hub, and an electric boat club to serve residents and visitors alike.

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 will produce a fully integrated 30-foot electric pontoon platform designed for commercial and recreational markets. As part of the Company’s strategic shift to offer complete electric boats directly to consumers, this partnership represents a key step in rapidly delivering high-quality electric marine products to market.

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 designed 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.

Financings

During the three-month period ended November 30, 2024 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 377,778 Voting Common Shares as part of a public offering for a total cash consideration of $4,619,240, less transaction costs of $1,051,801.

During the month of September 2024, 400 Series A Convertible Preferred Shares were converted into 9,877 Voting Common Shares.

During the three-month period ended November 30, 2024, the Company issued a total of 124,642 Voting Common Shares to third parties in exchange of sub-contracting services provided to the Company related to marketing and investor relations.


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 three-month period ended November 30, 2024, the Company issued 695,583 Voting Common Shares as part of the “at the market” public offering for a total cash consideration of $3,279,840, net of transaction costs of $300,035.

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 195,203 Voting Common Shares.

During the month of December 2024, the Company issued a total of 124,829 Voting Common Shares to third parties in exchange of sub-contracting services provided to the Company related to marketing, investor relations and board fees.

Between December 1, 2024 and January 9, 2025, the Company issued 1,917,537 Voting Common Shares through the “at-the-market” facility with ThinkEquity LLC described above for total gross proceeds of $5,814,978, less transaction costs of $174,611.

On December 21, 2024, the Company forced the conversion of 1,950 Series A Convertible Preferred Shares in exchange for 48,177 Voting Common Shares. Following this conversion, there were no Series A Convertible Preferred Shares issued and outstanding.

Incentive Stock Options

During the three-month period ended November 30, 2024, the Company did not grant any stock options.

1.3       Selected Annual Financial Information

    

Year Ended
August 31, 2024

    

Year Ended
August 31, 2023

    

Year Ended
August 31, 2022

$

$

$

Revenue

3,794,345

5,651,502

7,350,946

Gross Profit

1,497,438

1,536,426

3,285,565

Expenses

(15,813,521)

(22,694,487)

(16,139,007)

Income/(Loss) before Tax

(14,316,083)

(21,158,061)

(12,853,442)

Income Taxes

(255,463)

(280,875)

258,343

Total comprehensive income/(loss)

(13,966,200)

(20,542,229)

(12,802,680)

Basic & Diluted Earnings/(Loss) per Share

(153.62)

(300.02)

(211.61)

Balance Sheet

Working Capital Surplus(1)

923,886

3,636,936

8,727,011

Total Assets

11,420,241

24,046,512

29,100,209

Total Long-Term Liabilities

2,675,347

7,631,898

2,197,684

(1) Working capital surplus (deficit) is calculated using current assets less current liabilities


Selected Quarterly financial information

Quarter end

    

Revenues

    

Total comprehensive
income (loss)

    

Income (Loss)
per Share

$

$

$

November 30, 20244

142,411

(1,602,337)

(1.97)

August 31, 20243

1,019,189

(3,655,827)

(35.42)

May 31, 2024

1,060,153

(2,949,434)

(33.35)

February 29, 20242

728,611

(8,414,588)

(97.02)

November 30, 2023¹

986,392

1,053,649

11.97

August 31, 2023

2,120,447

(4,354,706)

(54.59)

May 31, 2023

1,300,100

(3,056,639)

(42.90)

February 28, 2023

831,195

(6,700,505)

(103.39)

November 30, 2022

1,399,760

(6,430,379)

(108.52)

¹ The Company had a net finance income related to its derivative liabilities of $5,411,168.

2 The Company recorded a goodwill impairment loss of $4,274,000 and had a net finance income of $906,760 related to its derivative liabilities.

3 The Company recorded a goodwill impairment loss of $4,430,182 and had a net finance income of $3,564,240 related to its derivative liabilities.

4 The Company had a net finance income related to its derivative liabilities of $1,673,420.

1.4 Results of Operations

Three-month period ended November 30, 2024

Revenue for the three-month period ended November 30, 2024 was $142,411 (2023: $986,392); the decrease of 86% 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. (“EBR”) in April 2024. Excluding the revenues generated by EBR in the corresponding prior period, the decrease in revenue for the period would have been 9%. The Company recognized a gross loss of $50,440 for the three-month period ended November 30, 2024 compared to a gross profit of $435,528 in the corresponding prior period. The decrease is due primarily to the decrease in revenues in the current period. The following provides an analysis of the sale of electric boats and revenue from boat rental operations:

    

Three-month period
ended November 30,
2024

    

Three-month period
ended November 30, 2023

    

Increase/(Decrease)

 

Sale of Electric Boats

120,392

118,590

2

%

Rental of electric boats

22,019

867,802

(97)

%

$

142,411

$

986,392

(86)

%

During the three-month period ended November 30, 2024, the Company generated a net loss of $1,594,519 compared to a net income of $1,025,129 for the corresponding prior period. The decrease in net income was due to a decrease in revenue in the period combined with a decrease in gains attributable to mark to market valuations of the Company’s derivative liabilities at the balance sheet date which were partially offset by a decrease in operating expenses. Overall, the Company’s operating expenses for the three-month period ended November 30, 2024 were $2,925,737 (2023: $4,757,681), representing a 39% decrease when compared to the corresponding prior period.

The following variances were observed for the three-month period ended November 30, 2024:

·Research and development for the three-month period ended November 30, 2024 was $254,010 (2023: $984,506); the decrease was due to the Company moving towards the production of its E-Motion™ powertrains, thus reducing research and development costs during the period, which was partially offset by the fitting of the Company’s E-Motion™ powertrains to third party prototypes for testing purposes.


·Office salaries and benefits for the three-month period ended November 30, 2024 were $489,945 (2023: $860,454). 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 November 30, 2024 decreased to $547,041 (2023: $789,332) due to less attendance at boat shows, and decreased marketing and investor relations costs.

·Professional fees for the three-month period ended November 30, 2024 increased to $1,116,856 (2023: $1,092,852) due to an increase in legal and auditor fees due to the Company’s public offerings.

·Office and general expenses for the three-month period ended November 30, 2024 decreased to $375,539 (2023: $752,995) due to cost-cutting measures the Company began implementing since the beginning of the prior fiscal year.

·Share-based compensation for the three-month period ended November 30, 2024 decreased to $18,337 (2023: $74,333). 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 November 30, 2024 decreased to $1,403,947 (2023: $5,224,179). This negative variance was caused primarily by a reduction in gains on derivative liabilities related to the fair value adjustments caused by the issuance of warrants and preferred shares which are classified as derivative liabilities for accounting purposes rather than equity.

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 electric boats sales. The Company’s financial success is dependent upon its ability to market and sell its outboard powertrain systems and electric 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, 2021, the Company raised gross proceeds of US$27,600,000 from its initial public offering onto the Nasdaq and during the year ended August 31, 2023, the Company raised $12,437,523. In addition, during the fiscal year ended August 31, 2024, the Company raised $8,326,492. During the three-month period ended November 30, 2024, the Company raised a further $6,786,619. 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 outboard powertrain systems and electric boats does not produce sufficient net cash flow, then the Company may require a significant curtailing of operations to ensure its survival.

The interim condensed 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 a net loss before tax of $1,572,230 and a net loss of $1,594,519 during the three-month period ended November 30, 2024, and has a cash balance and a working capital surplus of $963,580 and $6,891,076, respectively, as at November 30, 2024. The Company’s ability to meet its obligations as they fall due and to continue to operate as a going concern is dependent 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 interim condensed consolidated financial statements for the three-month period ended November 30, 2024.

As of January 9, 2025, the Company had 3,657,029 issued and outstanding shares and 3,802,555 on a fully diluted basis.

The Company had a $6,891,076 working capital surplus as at November 30, 2024 compared to a $923,886 working capital surplus as at August 31, 2024. The increase in working capital surplus during the three-month period ended November 30, 2024 resulted from the cash used in operations of $5,711,105 (2023: $4,104,665), cash used in investing activities of $8,606 (2023: $11,326 provided by investing activities) and cash provided by financing activities of $6,620,165 (2023: $1,576,070), caused primarily by the issuance of Voting Common Shares and warrants of $6,789,619 (2023: $1,781,194).

1.7 Capital Resources

As at November 30, 2024, the Company had cash of $963,580 (August 31, 2024: $63,126).

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 Note 11 and 22 of the Company’s interim condensed consolidated financial statements for the three-month period ended November 30, 2024.

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 period:

    

Three months
ended November
30, 2024

    

Three months
ended November
30, 2023

$

$

R&D expenses & Inventory Deposits

Mac Engineering, SASU

2,759,362

791,906

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 November 30, 2024, the right-of-use asset for this lease was nil (August 31, 2024 – nil) and the lease liability was nil (August 31, 2024 – nil). For the three-month period ended November 30, 2024, rent expense of $67,338 (2023 – nil) was recorded under the renegotiated lease.


Remuneration of directors and key management of the Company

    

Three months
ended November
30, 2024

    

Three months
ended November
30, 2023

$

$

Wages

356,486

502,015

Share-based payments – capital stock

87,166

66,588

Share-based payments – stock options

10,738

21,554

454,390

590,157

The amounts due to and from related parties are as follows:

    

As at
November
30, 2024

    

As at
August 31,
2024

$

$

Share subscription receivable

9335-1427 Quebec Inc.

25,000

25,000

Alexandre Mongeon

14,200

14,200

39,200

39,200

Current advances to (from) related party

Alexandre Mongeon

17,408

(84,616)

Amounts due to related parties included in trade and other payable

Alexandre Mongeon

15,077

86,152

Xavier Montagne

8,131

11,615

Raffi Sossoyan

8,050

11,500

California Electric Boat Company

197,862

Mac Engineering, SASU

20,743

1,006,541

52,001

1,313,670

Advances from related parties 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 in the Company’s interim condensed consolidated financial statements for the three-month period ended November 30, 2024.

1.11 Changes in Accounting Policies including Initial Adoption

See Note 2 of the Company’s interim condensed consolidated financial statements for the three-month period ended November 30, 2024. The accounting policies adopted in the preparation of the interim condensed 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, 2024, except for the adoption of the amendments to IAS 1 Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants on September 1, 2024 as described in Note 2 of the Company’s interim condensed consolidated financial statements for the three-month period ended November 30, 2024.


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 November 30, 2024 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, 2024, 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 November 30, 2024.

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 weaknesses, 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 November 30, 2024, the Company is working on remediating the identified material weakness.

Notwithstanding the material weakness, management has concluded that the Company’s interim condensed consolidated financial statements as at and for the three months ended November 30, 2024 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 three-month period ended November 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

1.14 Financial Instruments and risk management

See Notes 13 and 19 to the Company’s interim condensed consolidated financial statements for the three-month period ended November 30, 2024.

1.15 Additional Information

HEAD OFFICE

    

CAPITALIZATION

730 Boulevard du Cure-Boivin

(as at January 9, 2025)

Boisbriand, QC

J7G 2A7

Common Shares Authorized: Unlimited

Tel: (450) 951 - 7009

Common Shares Issued:3,657,029

Email: admin@v-mti.com

OFFICERS & DIRECTORS

AUDITORS

Steve P. Barrenechea

Director

M&K CPAS, PLLC

24955 I-45 N, Suite 400

Anthony Cassella

The Woodlands, Texas 77380

Director

Dr. Philippe Couillard

Director

Luisa Ingargiola

US LEGAL COUNSEL

Director

Ortoli Rosenstadt LLP

Alexandre Mongeon,

366 Madison Avenue

Chief Executive Officer and Director

3rd Floor

New York, New York 10017

Xavier Montagne

Chief Operating Officer and Chief Technology Officer

Raffi Sossoyan, CPA

Chief Financial Officer


EX-99.3 4 vmar-20241130xex99d3.htm EX-99.3

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Alexandre Mongeon, Chief Executive Officer of Vision Marine Technologies Inc., certify the following:

1.

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Vision Marine Technologies Inc. (the “issuer”) for the interim period ended November 30, 2024.

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim 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 interim filings.

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim 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 interim 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 end of the period covered by the interim filings

(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 interim 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 interim MD&A for each material weakness relating to design existing at the end of the interim period


- 2 -

(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.

5.3

N/A.

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on September 1, 2024 and ended on November 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: January 13, 2025

/s/ Alexandre Mongeon

Alexandre Mongeon

Chief Executive Officer


EX-99.4 5 vmar-20241130xex99d4.htm EX-99.4

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Raffi Sossoyan, Chief Financial Officer of Vision Marine Technologies Inc., certify the following:

1.

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Vision Marine Technologies Inc. (the “issuer”) for the interim period ended November 30, 2024.

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim 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 interim filings.

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim 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 interim 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 end of the period covered by the interim filings

(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 interim 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 interim MD&A for each material weakness relating to design existing at the end of the interim period


- 2 -

(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.

5.3

N/A.

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on September 1, 2024 and ended on November 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: January 13, 2025.

/s/ Raffi Sossoyan

Raffi Sossoyan

Chief Financial Officer