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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 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) ☐
The information contained in this Report on Form 6-K is hereby incorporated by reference into our Registration Statement on Form F-3 (File No. 333-267893), Registration Statement on Form F-3 (File No. 333-274882), Registration Statement on Form F - 3 (File No.333 - 284423) and Registration Statement on Form S-8 (File No. 333-264089).
Exhibit No. |
|
Exhibit |
99.1 |
|
|
99.2 |
|
Management’s Discussion and Analysis for the three-month and nine – month periods ended May 31, 2025 |
99.3 |
|
|
99.4 |
|
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: July 11, 2025 |
By: |
/s/ Raffi Sossoyan |
|
Name: |
Raffi Sossoyan |
|
Title: |
Chief Financial Officer |
Exhibit 99.1
Vision Marine Technologies Inc.
Condensed Interim Consolidated Financial Statements
For the three-month and nine-month periods ended May 31, 2025 and 2024
(Unaudited)
Vision Marine Technologies Inc.
Consolidated statements of financial position
[Going concern uncertainty – see note 2]
(Unaudited)
|
|
As at May 31, |
|
As at August 31, |
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Assets |
|
|
|
|
Current |
|
|
|
|
Cash |
|
10,891,002 |
|
63,126 |
Trade and other receivables [note 3] |
|
328,346 |
|
138,656 |
Income tax receivable |
|
6,415 |
|
6,454 |
Inventories [note 4] |
|
7,107,318 |
|
6,209,287 |
Prepaid expenses [note 4] |
|
3,322,460 |
|
2,156,844 |
Share subscription receivable [note 14] |
|
39,200 |
|
39,200 |
Advances to related parties [note 14] |
|
17,609 |
|
— |
Total current assets |
|
21,712,350 |
|
8,613,567 |
Right-of-use assets [note 5] |
|
175,396 |
|
260,807 |
Property and equipment [note 6] |
|
1,634,715 |
|
1,578,422 |
Intangibles [note 7] |
|
880,678 |
|
868,543 |
Deferred income taxes |
|
97,183 |
|
92,973 |
Other financial assets |
|
— |
|
5,929 |
Total assets |
|
24,500,322 |
|
11,420,241 |
|
|
|
|
|
Liabilities and shareholders’ equity |
|
|
|
|
Current |
|
|
|
|
Trade and other payables [notes 9 & 14] |
|
4,124,220 |
|
4,497,508 |
Provision on onerous contracts |
|
91,667 |
|
91,667 |
Contract liabilities [note 10] |
|
1,099,429 |
|
827,642 |
Advances from related parties [note 14] |
|
— |
|
84,616 |
Current portion of lease liabilities [note 11] |
|
121,904 |
|
122,077 |
Current portion of long-term debt [note 12] |
|
92,520 |
|
101,397 |
Current portion of derivative liabilities [notes 2 and 13] |
|
— |
|
1,964,774 |
Total current liabilities |
|
5,529,740 |
|
7,689,681 |
Lease liabilities [note 11] |
|
54,864 |
|
137,715 |
Long-term debt [note 12] |
|
190,847 |
|
357,243 |
Derivative liabilities [notes 2 and 13] |
|
1,838,183 |
|
215,615 |
Total liabilities |
|
7,613,634 |
|
8,400,254 |
|
|
|
|
|
Shareholders’ equity |
|
|
|
|
Capital stock [note 15] |
|
81,105,476 |
|
55,421,479 |
Contributed surplus [note 16] |
|
12,611,783 |
|
12,080,817 |
Accumulated other comprehensive income |
|
1,123,723 |
|
1,127,048 |
Deficit |
|
(77,954,294) |
|
(65,609,357) |
Total shareholders’ equity |
|
16,886,688 |
|
3,019,987 |
|
|
24,500,322 |
|
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 nine-month periods ended May 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
|
|
|
|
|
|
|
|
|
|
Contributed |
|
|
|
comprehensive |
|
|
|
|
Common shares |
|
Pre-funded warrants |
|
surplus |
|
Deficit |
|
income |
|
Total |
||||
|
|
Units |
|
$ |
|
Units |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
Shareholders’ equity as at August 31, 2023 |
|
8,282 |
|
50,395,717 |
|
— |
|
— |
|
11,684,829 |
|
(51,548,737) |
|
1,032,628 |
|
11,564,437 |
Total comprehensive income |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(10,407,997) |
|
97,624 |
|
(10,310,373) |
Securities issuance – preferred shares converted [note 15] |
|
113 |
|
115,556 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
115,556 |
Securities issuance, net of transaction costs of $246,298 [note 15] |
|
784 |
|
1,983,485 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,983,485 |
Share-based compensation – stock options [note 16] |
|
— |
|
— |
|
— |
|
— |
|
367,858 |
|
— |
|
— |
|
367,858 |
Shareholders’ equity as at May 31, 2024 |
|
9,179 |
|
52,494,758 |
|
— |
|
— |
|
12,052,687 |
|
(61,956,734) |
|
1,130,252 |
|
3,720,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity as at August 31, 2024 |
|
16,350 |
|
55,382,754 |
|
48 |
|
38,725 |
|
12,080,817 |
|
(65,609,357) |
|
1,127,048 |
|
3,019,987 |
Total comprehensive loss |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(12,344,937) |
|
(3,325) |
|
(12,348,262) |
Securities issuance – preferred shares converted [note 15] |
|
13,217 |
|
435,763 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
435,763 |
Securities issuance – pre-funded warrants converted [note 15] |
|
45,000 |
|
810,619 |
|
(45,000) |
|
(810,619) |
|
— |
|
— |
|
— |
|
— |
Securities issuance, net of transaction costs of $3,123,837 [note 13 and 15] |
|
971,003 |
|
24,437,615 |
|
45,000 |
|
810,619 |
|
— |
|
— |
|
— |
|
25,248,234 |
Fractional securities issued due to reverse stock split |
|
85,176 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Share-based compensation – warrants [note 16] |
|
— |
|
— |
|
— |
|
— |
|
486,752 |
|
— |
|
— |
|
486,752 |
Share-based compensation – stock options [note 16] |
|
— |
|
— |
|
— |
|
— |
|
44,214 |
|
— |
|
— |
|
44,214 |
Shareholders’ equity as at May 31, 2025 |
|
1,130,746 |
|
81,066,751 |
|
48 |
|
38,725 |
|
12,611,783 |
|
(77,954,294) |
|
1,123,723 |
|
16,886,688 |
See accompanying notes
Vision Marine Technologies Inc.
Consolidated statements of comprehensive income (loss)
[Going concern uncertainty – see note 2]
(Unaudited)
|
|
Three- |
|
Three- |
|
Nine- |
|
Nine- |
|
|
month |
|
month |
|
month |
|
month |
|
|
period |
|
period |
|
period |
|
period |
|
|
ended |
|
ended |
|
ended |
|
ended |
|
|
May 31, |
|
May 31, |
|
May 31, |
|
May 31, |
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
$ |
|
$ |
|
$ |
|
$ |
Revenues [note 17] |
|
285,553 |
|
1,060,153 |
|
533,246 |
|
2,775,156 |
Cost of sales [note 4] |
|
252,617 |
|
610,116 |
|
556,452 |
|
1,669,508 |
Gross profit (loss) |
|
32,936 |
|
450,037 |
|
(23,206) |
|
1,105,648 |
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
Research and development |
|
738,522 |
|
628,578 |
|
1,782,507 |
|
1,947,815 |
Office salaries and benefits |
|
716,788 |
|
791,409 |
|
2,151,659 |
|
2,696,635 |
Selling and marketing expenses |
|
1,033,713 |
|
326,877 |
|
2,641,459 |
|
1,727,701 |
Professional fees |
|
697,229 |
|
587,990 |
|
2,705,781 |
|
2,194,397 |
Office and general |
|
450,675 |
|
585,364 |
|
1,296,789 |
|
2,045,738 |
Share-based compensation [note 16] |
|
11,787 |
|
46,270 |
|
44,214 |
|
192,622 |
Depreciation and amortization |
|
131,136 |
|
218,794 |
|
369,545 |
|
632,945 |
Net finance expense (income) [note 18] |
|
3,400,086 |
|
453,301 |
|
1,320,950 |
|
(3,909,102) |
Goodwill impairment loss [note 8] |
|
— |
|
— |
|
— |
|
4,274,000 |
Gain on deconsolidation of subsidiary [note 23] |
|
— |
|
(175,589) |
|
— |
|
(175,589) |
Other expense (income) |
|
— |
|
192,146 |
|
(1,703) |
|
162,637 |
|
|
7,179,936 |
|
3,655,140 |
|
12,311,201 |
|
11,789,799 |
|
|
|
|
|
|
|
|
|
Income (loss) income before taxes |
|
(7,147,000) |
|
(3,205,103) |
|
(12,334,407) |
|
(10,684,151) |
Income taxes |
|
|
|
|
|
|
|
|
Current tax expense (benefit) |
|
8,527 |
|
(65,314) |
|
14,740 |
|
124 |
Deferred tax recovery |
|
(11,233) |
|
(113,812) |
|
(4,210) |
|
(276,278) |
|
|
(2,706) |
|
(179,126) |
|
10,530 |
|
(276,154) |
Net loss for the period |
|
(7,144,294) |
|
(3,025,977) |
|
(12,344,937) |
|
(10,407,997) |
|
|
|
|
|
|
|
|
|
Items of comprehensive income that will be subsequently reclassified to earnings: |
|
|
|
|
|
|
|
|
Foreign currency translation differences for foreign operations, net of tax |
|
8,785 |
|
76,543 |
|
(3,325) |
|
97,624 |
Other comprehensive income (loss), net of tax |
|
8,785 |
|
76,543 |
|
(3,325) |
|
97,624 |
Total comprehensive loss for the period, net of tax |
|
(7,135,509) |
|
(2,949,434) |
|
(12,348,262) |
|
(10,310,373) |
|
|
|
|
|
|
|
|
|
Weighted average Voting Common Shares outstanding |
|
1,093,319 |
|
9,078 |
|
608,905 |
|
8,770 |
Basic and diluted loss per share |
|
(6.53) |
|
(333.33) |
|
(20.27) |
|
(1,186.77) |
See accompanying notes
Vision Marine Technologies Inc.
Consolidated statements of cash flows
[Going concern uncertainty – see note 2]
(Unaudited)
For the nine-month period ended
|
|
May 31, |
|
May 31, |
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Operating activities |
|
|
|
|
Net loss |
|
(12,344,937) |
|
(10,407,997) |
Depreciation and amortization |
|
409,981 |
|
805,147 |
Accretion on long-term debt and lease liability |
|
48,100 |
|
131,870 |
Share-based compensation – options and warrants |
|
530,966 |
|
367,858 |
Shares issued for services |
|
1,290,964 |
|
968,024 |
Goodwill impairment loss |
|
— |
|
4,274,000 |
Transaction costs – Preferred Shares [note 15] |
|
— |
|
1,535,627 |
Income tax provision (recovery) |
|
10,530 |
|
(276,154) |
Income tax recovered |
|
(14,701) |
|
(417) |
Loss (gain) on disposal of property and equipment |
|
— |
|
199,224 |
Loss (gain) on derivative liabilities |
|
(3,094,832) |
|
(5,913,484) |
Litigation settlement costs [note 9] |
|
2,813,511 |
|
— |
Gain on deconsolidation of subsidiary [note 23] |
|
— |
|
(175,589) |
Effect of exchange rate fluctuation |
|
(7,523) |
|
58,663 |
|
|
(10,357,941) |
|
(8,433,228) |
Net change in non-cash working capital items |
|
|
|
|
Trade and other receivables |
|
(189,690) |
|
68,647 |
Inventories |
|
(820,242) |
|
(3,057,142) |
Prepaid expenses |
|
(1,165,616) |
|
(796,169) |
Other financial assets |
|
5,929 |
|
25,019 |
Trade and other payables |
|
(3,186,799) |
|
1,081,235 |
Contract liabilities |
|
271,787 |
|
20,993 |
Other financial liabilities |
|
— |
|
(45,149) |
Cash used in operating activities |
|
(15,442,572) |
|
(11,135,794) |
|
|
|
|
|
Investing activities |
|
|
|
|
Proceeds from sale of subsidiary – net of cash in subsidiary [note 23] |
|
— |
|
993,109 |
Additions to property and equipment |
|
(312,420) |
|
(465,463) |
Additions to intangible assets |
|
(136,605) |
|
(50,653) |
Proceeds from the disposal of property and equipment |
|
— |
|
126,568 |
Cash used in investing activities |
|
(449,025) |
|
603,561 |
|
|
|
|
|
Financing activities |
|
|
|
|
Change in credit facility |
|
— |
|
(155,000) |
Issuance of long-term debt |
|
280,500 |
|
247,000 |
Repayment of long-term debt |
|
(495,734) |
|
(386,711) |
Repayment of advance from related parties |
|
(102,024) |
|
— |
Issuance of Series A & B Convertible Preferred Shares and Warrants [note 15] |
|
— |
|
6,545,298 |
Issuance of Voting Common Shares and Warrants [note 17] |
|
27,145,659 |
|
1,781,194 |
Repayment of lease liabilities |
|
(108,928) |
|
(517,497) |
Cash provided by financing activities |
|
26,719,473 |
|
7,514,284 |
|
|
|
|
|
Net increase (decrease) in cash during the period |
|
10,827,876 |
|
(3,017,949) |
Cash, beginning of period |
|
63,126 |
|
3,359,257 |
Cash, end of period |
|
10,891,002 |
|
341,308 |
See accompanying notes
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
1. Incorporation and nature of business
Vision Marine Technologies Inc. [the “Company”] was incorporated on August 29, 2012, and its principal business is 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 Quebec, 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 and nine-month periods ended May 31, 2025 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.
Except for new accounting standards and interpretations adopted on September 1, 2024 and further described in this note 2 below, 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 July 11, 2025.
1
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
Going concern uncertainty
As at May 31, 2025, the Company has cash of $10,891,002 and working capital of $16,182,610. The Company has incurred recurring losses, has not yet achieved profitable operations and has a deficit of $77,954,294 since its inception. The cash flows from operations were negative for the three years ended August 31, 2024 as well as for the current nine-month period ended May 31, 2025. Additional financing will be needed by the Company to fund its operations and to commercialize the E-Motion powertrain business. These matters, when considered in aggregate, indicate the existence of a material uncertainty that raises substantial doubt about the Company’s ability to continue as a going concern for at least 12 months from the issuance of these 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.
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 nine-month period ended May 31, 2025, the Company was able to raise net proceeds from issuance of common shares and warrants, of $27,145,659. 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 and nine-month periods ended May 31, 2025 do not include any adjustments to the carrying amounts and classification of assets, liabilities and reported expenses that may otherwise be required if the going concern basis was not appropriate. Such adjustments could be material.
Basis of 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 |
% |
NVG Holdings Inc. |
|
Holding company |
|
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)
May 31, 2025
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., NVG Holdings Inc. and Vision Marine Technologies Corp. is the U.S. 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: |
|
nine-month period ended |
||||
|
|
May 31, |
|
August 31, |
|
May 31, |
|
May 31, |
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
US dollar |
|
1.3758 |
|
1.3491 |
|
1.4048 |
|
1.3573 |
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. On March 31, 2025, the Company implemented a third reverse stock split, consolidating every 10 Voting Common Shares into 1 Voting Common Share. In accordance with IFRS, all references to common shares, Pre-Funded Warrants, Series A and B Convertible Preferred Shares, warrants and options have been adjusted to reflect these reverse stock splits. Comparative references to the above have also been adjusted to reflect the three 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.
3
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
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 |
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 May 31, 2025 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 May 31, 2025 and August 31, 2024. For the Series A Convertible Preferred Shares, the forced conversion date was December 21, 2024 while the forced conversion date for the Series B Convertible Preferred Shares was 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 May 31, 2025:
|
|
Balance prior |
|
|
|
Balance after |
|
|
to adoption |
|
Changes |
|
adoption |
|
|
$ |
|
$ |
|
$ |
Current portion of derivative liabilities |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
Long-term portion of derivative liabilities |
|
1,838,183 |
|
— |
|
1,838,183 |
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.
4
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. IFRS 18 also requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements and the notes. In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which include changing the starting point for determining cash flows from operations under the indirect method, from ‘profit or loss’ to ‘operating profit or loss’ and removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards. IFRS 18, and the amendments to the other standards, are effective for reporting periods beginning on or after 1 January 2027, but earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively. The Company is currently working to identify all impacts that the amendments will have on the primary financial statements and notes to the financial statements.
3. Trade and other receivables
|
|
As at |
|
As at |
|
|
May 31, |
|
August 31, |
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Trade receivables |
|
169,156 |
|
26,222 |
Sales taxes receivable |
|
151,027 |
|
104,270 |
Other receivables |
|
8,163 |
|
8,164 |
|
|
328,346 |
|
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 May 31, 2025, trade receivables of $125,244 [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 |
|
|
May 31, |
|
August 31, |
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
0 – 30 |
|
43,912 |
|
— |
31 – 60 |
|
11,006 |
|
21,603 |
61 – 90 |
|
— |
|
— |
91 and over |
|
114,238 |
|
4,619 |
|
|
169,156 |
|
26,222 |
There were no movements in the allowance for expected credit losses for the nine-month period ended May 31, 2025 and the year ended August 31, 2024.
5
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
4. Inventories
|
|
As at |
|
As at |
|
|
May 31, |
|
August 31, |
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Raw materials |
|
5,683,077 |
|
5,456,935 |
Work-in-process |
|
684,114 |
|
383,968 |
Finished goods |
|
740,127 |
|
368,384 |
|
|
7,107,318 |
|
6,209,287 |
For the three-month and nine-month periods ended May 31, 2025, inventories recognized as an expense amounted to $252,617 and $556,452 respectively [May 31, 2024 – $610,116 and $1,669,508 respectively].
For the three-month and nine-month periods ended May 31, 2025, cost of sales includes depreciation of $4,157 and $31,289 respectively [May 31, 2024 – $53,311 and $176,438 respectively].
As at May 31, 2025, prepaid expenses included deposits to suppliers for future inventory purchases of $2,550,950 [August 31, 2024 – $1,780,430].
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 |
|
— |
|
— |
|
62,296 |
|
62,296 |
Disposal |
|
— |
|
— |
|
(79,356) |
|
(79,356) |
Currency translation |
|
1,841 |
|
1,624 |
|
— |
|
3,465 |
Balance at May 31, 2025 |
|
115,089 |
|
69,056 |
|
151,353 |
|
335,498 |
|
|
|
|
|
|
|
|
|
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 |
|
27,546 |
|
25,287 |
|
52,048 |
|
104,881 |
Disposal |
|
— |
|
— |
|
(33,065) |
|
(33,065) |
Balance at May 31, 2025 |
|
47,757 |
|
33,716 |
|
78,629 |
|
160,102 |
Net carrying amount |
|
|
|
|
|
|
|
|
As at August 31, 2024 |
|
93,037 |
|
59,003 |
|
108,767 |
|
260,807 |
As at May 31, 2025 |
|
67,332 |
|
35,340 |
|
72,724 |
|
175,396 |
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)
May 31, 2025
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 |
|
254,456 |
|
— |
|
6,018 |
|
— |
|
45,146 |
|
6,800 |
|
312,420 |
Transferred to inventory |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(81,473) |
|
(81,473) |
Balance at May 31, 2025 |
|
680,794 |
|
46,149 |
|
31,261 |
|
1,116,447 |
|
417,201 |
|
214,550 |
|
2,506,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
25,718 |
|
2,508 |
|
2,635 |
|
33,279 |
|
87,430 |
|
26,768 |
|
178,338 |
Transferred to inventory |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(3,684) |
|
(3,684) |
Balance at May 31, 2025 |
|
293,539 |
|
37,437 |
|
24,297 |
|
184,224 |
|
302,932 |
|
29,258 |
|
871,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 May 31, 2025 |
|
387,255 |
|
8,712 |
|
6,964 |
|
932,223 |
|
114,269 |
|
185,292 |
|
1,634,715 |
7
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
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 |
|
— |
|
— |
|
136,605 |
|
— |
|
— |
|
— |
|
136,605 |
Currency translation |
|
— |
|
— |
|
— |
|
1,217 |
|
813 |
|
244 |
|
2,292 |
Balance at May 31, 2025 |
|
1,035,070 |
|
101,775 |
|
199,921 |
|
104,706 |
|
84,333 |
|
20,141 |
|
1,545,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
77,134 |
|
9,626 |
|
7,367 |
|
16,265 |
|
13,234 |
|
3,136 |
|
126,762 |
Balance at May 31, 2025 |
|
443,238 |
|
60,166 |
|
8,644 |
|
72,158 |
|
67,057 |
|
14,005 |
|
665,268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at August 31, 2024 |
|
668,966 |
|
51,235 |
|
62,039 |
|
47,596 |
|
29,679 |
|
9,028 |
|
868,543 |
As at May 31, 2025 |
|
591,832 |
|
41,609 |
|
191,277 |
|
32,548 |
|
17,276 |
|
6,136 |
|
880,678 |
8. Goodwill impairment loss
Assets that have an indefinite life, such as goodwill, are tested annually by the Company for impairment, or more frequently if events or circumstances indicate there may be impairment. During the nine-month period ended May 31, 2024, the Company noted certain events and circumstances which indicated that there may be an impairment of the goodwill associated with its boat rental operation CGU (see detailed description below).
As a result of these triggering events and circumstances, the Company performed an impairment analysis for the boat rental operation CGU as at February 29, 2024. As a result of this analysis, the Company determined that the carrying amount of the goodwill associated with the boat rental operation CGU exceeded its recoverable amount and, accordingly, the Company recorded a goodwill impairment loss for the three-month and nine-month periods ended May 31, 2024 of nil and $4,274,000, respectively. No amount of goodwill impairment loss was recorded for the three-month and nine-month periods ended May 31, 2025 as the carrying amount of the goodwill associated with this CGU was nil at May 31, 2025 and August 31, 2024.
The recoverable amount was determined based on the fair value less costs of disposal approach using a discounted cash flow model. The fair value measurement is categorized within Level 3 of the fair value hierarchy. The model included forecasted cash flows based on updated financial plans prepared by management covering a five-year period taking into consideration future investments and expansion activities that will enhance the performance of the assets of the CGU and the following key assumptions:
| - | Expected earnings before interest, taxes, depreciation and amortization (“EBITDA”) as a percentage of revenues for the CGU of 12.7% for the remainder of 2024, 15.8% in 2025, 19.3% in 2026, 19.9% in 2027, 20.7% in 2028 and 21.5% in 2029 and thereafter. |
| - | Expected working capital cash absorption ratio for the CGU of 20% of annual incremental sales increases. |
| - | Expected annual capital expenditure needs for the CGU of US$56,500 for the remainder of 2024, US$126,000 in 2025, US$346,800 in 2026, US$594,259 in 2027, US$229,820 in 2028, US$234,310 in 2029 and US$238,876 annually thereafter. |
8
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
The discounted cash flow model was established using a post-tax discount rate of 28.0% based on the weighted average cost of capital calculated using observable market-based inputs or benchmark of a sample of representative publicly traded companies. The terminal growth rate of 2% used is based on published long-term growth rates.
9. Trade and other payables
|
|
As at |
|
As at |
|
|
May 31, |
|
August 31, |
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Trade payable |
|
1,145,593 |
|
3,883,020 |
Salaries and vacation payable |
|
165,116 |
|
614,488 |
Provision for legal settlement |
|
2,813,511 |
|
— |
|
|
4,124,220 |
|
4,497,508 |
On May 16, 2025, the Company reached a settlement agreement resolving an outstanding legal claim related to certain of its Series A Convertible Preferred shareholders. As a result of this agreement, the Company agreed to issue up to 250,000 Voting Common Shares to these shareholders to settle the dispute. The settlement requires court approval, which was still pending at May 31, 2025. As at May 31, 2025, a provision for legal settlement of $2,813,511 was recognized in connection with this settlement [August 31, 2024 – nil]. For the three-month and nine-month periods ended May 31, 2025, the Company recognized costs of $2,813,511 related to this settlement, which were recorded in net finance expense (income) [May 31, 2024 – Nil].
10. Contract liabilities
|
|
As at |
|
As at |
|
|
May 31, |
|
August 31, |
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Opening balance |
|
827,642 |
|
1,815,731 |
Payments received in advance |
|
425,578 |
|
924,913 |
Payments reimbursed |
|
(9,220) |
|
- |
Transferred to revenues |
|
(144,661) |
|
(997,224) |
Deconsolidation on sale of subsidiary |
|
— |
|
(928,833) |
Currency translation |
|
90 |
|
13,055 |
Closing balance |
|
1,099,429 |
|
827,642 |
11. Lease liabilities
|
|
As at |
|
As at |
|
|
May 31, |
|
August 31, |
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Opening balance |
|
259,792 |
|
2,641,794 |
Additions |
|
62,296 |
|
237,469 |
Repayment |
|
(107,224) |
|
(650,461) |
Interest on lease liability |
|
8,139 |
|
116,170 |
Lease termination |
|
(47,995) |
|
(1,160,649) |
Deconsolidation on sale of subsidiary |
|
— |
|
(937,427) |
Currency translation |
|
1,760 |
|
12,896 |
Closing balance |
|
176,768 |
|
259,792 |
|
|
|
|
|
Current |
|
121,904 |
|
122,077 |
Non-current |
|
54,864 |
|
137,715 |
|
|
176,768 |
|
259,792 |
9
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
Future undiscounted lease payments as at May 31, 2025 are as follows:
|
|
$ |
Less than one year |
|
129,935 |
One to five years |
|
51,745 |
|
|
181,680 |
12. Long-term debt
|
|
As at |
|
As at |
|
|
May 31, |
|
August 31, |
|
|
2025 |
|
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. |
|
283,367 |
|
458,640 |
|
|
283,367 |
|
458,640 |
Current portion of long-term debt |
|
92,520 |
|
101,397 |
|
|
190,847 |
|
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 412 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of US$5,683.50 ($7,600.50).
On February 17, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 353 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of US$5,683.50 ($7,654.50).
On April 19, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 283 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of US$5,683.50 ($7,614.00).
On June 16, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 367 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of US$5,467.50 ($7,222.50).
On August 2, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 368 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of US$5,467.50 ($7,249.50).
On September 20, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 277 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of US$5,467.50 ($7,344.00).
On December 13, 2023, the Company agreed to reduce the exercise price of 2,060 of its previously issued warrants to US$1,417.50 ($2,046.59). 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.
On January 14, 2025, as part of a share subscription, the Company issued warrants with the option to purchase 235,320 Voting Common Shares of the Company for a period of five and a half years from the grant date at an exercise price of US$15.00 ($20.64).
10
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
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 |
|
7,600.50 |
|
7,600.50 |
|
100 |
|
3.4 |
|
3 |
February 17, 2023 |
|
7,654.50 |
|
8,167.50 |
|
100 |
|
4.0 |
|
3 |
April 19, 2023 |
|
7,614.00 |
|
7,492.50 |
|
75 |
|
3.9 |
|
3 |
June 16, 2023 |
|
7,222.50 |
|
7,425.00 |
|
75 |
|
4.1 |
|
3 |
August 2, 2023 |
|
7,249.50 |
|
6,885.00 |
|
75 |
|
4.8 |
|
3 |
September 20, 2023 |
|
7,344.00 |
|
5,940.00 |
|
75 |
|
4.8 |
|
3 |
January 14, 2025 |
|
20.64 |
|
19.74 |
|
99 |
|
4.4 |
|
5.5 |
|
|
|
|
Number of |
|
Weighted average |
|
|
Revised |
|
warrants |
|
remaining |
|
|
Exercise price |
|
outstanding |
|
contractual life |
Issuance date |
|
$ |
|
# |
|
[years] |
January 19, 2023 |
|
1,950.20 |
|
412 |
|
0.64 |
February 17, 2023 |
|
1,950.20 |
|
353 |
|
0.72 |
April 19, 2023 |
|
1,950.20 |
|
283 |
|
0.88 |
June 16, 2023 |
|
1,950.20 |
|
367 |
|
1.04 |
August 2, 2023 |
|
1,950.20 |
|
368 |
|
1.17 |
September 20, 2023 |
|
1,950.20 |
|
277 |
|
1.31 |
January 14, 2025 |
|
20.64 |
|
235,320 |
|
5.13 |
As at May 31, 2025, the derivative liabilities related to the warrants issued to common shareholders amounted to $1,824,411 [August 31, 2024 – $30,564]. For the three-month and nine-month periods ended May 31, 2025, the Company allocated transaction costs of nil and $479,228, respectively, related to the warrants issued during the period, which were recorded in net finance income [May 31, 2024 – nil and $149,472, respectively].
The table below summarizes the movement in the derivative liabilities related to the warrants issued to common shareholders during the nine-month period ended May 31, 2025 and the fiscal year ended August 31, 2024:
|
|
As at |
|
As at |
|
|
May 31, |
|
August 31, |
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Opening balance |
|
30,564 |
|
5,558,822 |
Additions |
|
3,188,389 |
|
765,733 |
Effect on fair value of repricing of warrants |
|
— |
|
896,458 |
Change in estimate of fair value |
|
(1,394,542) |
|
(7,190,449) |
Closing balance |
|
1,824,411 |
|
30,564 |
For the three-month period ended May 31, 2025, the Company recorded a loss of $21,623 related to the valuation of these instruments in net finance expense (income) [May 31, 2024 – gain of $433,457] [note 18]. For the nine-month period ended May 31, 2025, the Company recorded a gain of $1,394,542 related to the valuation of these instruments in net finance expense (income) [May 31, 2024 – $5,652,884] [note 18].
11
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
Series A Convertible Preferred Shares
On December 13, 2023, the Company authorized the issuance of Series A Convertible Preferred Shares. This class of shares ranked senior to the Voting Common Shares but retained no voting rights. They had a stated value of US$1,000 per share and were convertible into Voting Common Shares of the Company at the election of the holder at any time at a price of US$1,417.50 per share, exercise price subject to adjustment. The Series A Convertible Preferred Shares were convertible at the election of its holder into that number of Voting Common Shares determined by dividing its stated value (plus any and all other amounts which may be owing in connection therewith) by the exercise price, subject to certain beneficial ownership limitations which prohibited any holder from converting into an amount of Voting Common Shares that would cause such holder to beneficially own more than 4.99% of the then outstanding Voting Common Shares). On the one-year anniversary of the original issuance date, the Series A Convertible Preferred Shares automatically converted into Voting Common Shares at the lesser of the then exercise price, and 80% of the average volume-weighted average price of the Company’s Voting Common Shares during the five trading days ending on, and including, such date. The conversion price for the Series A Convertible Preferred Shares had a floor of US$405.00. The holder also received 1 warrant 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$1,417.50 per share. In addition, the holder received an option to purchase one additional Series A Convertible Preferred Share and 1 warrant to purchase Voting Common Shares per each Series A Convertible Preferred Share held for a period of 6 months from the issuance date at the stated value of US$1,000.
On December 21, 2023, the Company issued 3,000 Series A Convertible Preferred Shares and 2,124 warrants to purchase Voting Common Shares for a total cash consideration of $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 1,165 Voting Common Shares at a value of $301,997 [Note 15].
On August 16, 2024, 2,124 warrants to purchase Voting Common Shares issued to Series A Convertible Preferred shareholders were exchanged for 4,186 Voting Common Shares and 48 Pre-Funded Warrants [Note 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 nine-month period ended May 31, 2025, 400 Series A Convertible Preferred Shares were converted into 988 Voting Common Shares at a value of $136,689 [Note 15].
On December 21, 2024, the Company forced the conversion of 1,950 Series A Convertible Preferred Shares into 4,821 Common Shares at a value of $103,268 [Note 15].
Given the variability associated with the various components of this instrument, these instruments were recorded as derivative liabilities and were 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.
12
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
The table below summarizes the movement in the derivative liabilities related to the Series A Convertible Preferred Shares including the related warrants and options to purchase additional Series A Convertible Preferred Shares and related warrants during the nine-month period ended May 31, 2025 and the fiscal year ended August 31, 2024:
|
|
As at |
|
As at |
|
|
May 31, |
|
August 31, |
|
|
2025 |
|
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 |
|
(1,258,951) |
|
(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 |
|
— |
Voluntary conversions to Voting Common Shares during the period [Note 19] |
|
(136,689) |
|
(301,997) |
Forced conversions to Voting Common Shares during the period [Note 19] |
|
(103,268) |
|
— |
Closing balance |
|
— |
|
694,232 |
For the three-month and nine-month periods ended May 31, 2025, the Company recorded a gain of nil and $454,275, respectively [May 31, 2024 – loss of $1,044,557 and gain of $355,401, respectively], related to the valuation of these instruments in net finance income [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 nine-month period ended May 31, 2025 [May 31, 2024 – Nil].
Series B Convertible Preferred Shares
On December 13, 2023, the Company authorized the issuance of Series B Convertible Preferred Shares. This class of shares ranked senior to the Voting Common Shares but retained no voting rights. They had a stated value of US$1,000 per share and were convertible into Voting Common Shares of the Company at the election of the holder at any time at a price of US$1,417.50 per share, exercise price subject to adjustment. The Series B Convertible Preferred Shares were convertible at the election of its holder into that number of Voting Common Shares determined by dividing its stated value (plus any and all other amounts which may be owing in connection therewith) by the exercise price, subject to certain beneficial ownership limitations which prohibited any holder from converting into an amount of Voting Common Shares that would cause such holder to beneficially own more than 4.99% of the then outstanding Voting Common Shares). On the one-year anniversary of the original issuance date, the Series B Convertible Preferred Shares automatically converted into Voting Common Shares at the lesser of the then exercise price, and 80% of the average volume-weighted average price of the Company’s Voting Common Shares during the five trading days ending on, and including, such date. The conversion price for the Series B Convertible Preferred Shares had a floor of US$405.00. The holder also received 1 warrant 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$1,417.50 per share.
On January 17, 2024, the Company issued 3,000 Series B Convertible Preferred Shares and 2,117 warrants to purchase Voting Common Shares for a total cash consideration of $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.
On January 17, 2025, the Company forced the conversion of 3,000 Series B Convertible Preferred Shares into 7,408 Common Shares at a value of $195,806 [Note 15].
13
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
Given the variability associated with the various components of this instrument, these instruments were recorded as derivative liabilities and were 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 nine-month period ended May 31, 2025 and the fiscal year ended August 31, 2024:
|
|
As at |
|
As at |
|
|
May 31, |
|
August 31, |
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Opening balance |
|
1,455,594 |
|
— |
Fair value at issuance |
|
— |
|
6,888,006 |
Deferred loss at issuance |
|
— |
|
(2,841,008) |
Forced conversions to Voting Common Shares during the period [Note 19] |
|
(195,806) |
|
— |
Revaluation at the end of the period |
|
(2,035,649) |
|
(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 |
|
13,772 |
|
1,455,594 |
For the three-month and nine-month periods ended May 31, 2025, the Company recorded a loss of $13,192 and a gain of $1,246,016, respectively [May 31, 2024 – gain of $206,656 and loss of $94,801, respectively], related to the valuation of these instruments in net finance income [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 nine-month period ended May 31, 2025 [May 31, 2024 – Nil].
14. Related party transactions
Companies related through common ownership
Montana Strategies 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.
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.
14
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
The following table summarizes the Company’s related party transactions for the period:
|
|
Three-month period |
|
Three-month period |
|
Nine-month period |
|
Nine-month period |
|
|
ended May 31, |
|
ended May 31, |
|
ended May 31, |
|
ended May 31, |
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
$ |
|
$ |
|
$ |
|
$ |
|
|
|
|
|
|
|
|
|
R&D expenses & Inventory Deposits |
|
|
|
|
|
|
|
|
Mac Engineering, SASU |
|
— |
|
65,962 |
|
1,392,983 |
|
1,646,738 |
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 May 31, 2025 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 and nine-month periods ended May 31, 2025, rent expense of $68,347 and $205,043 respectively [May 31, 2024 – nil for both periods] was recorded under the renegotiated lease.
Remuneration of directors and key management of the Company
|
|
Three-month period |
|
Three-month period |
|
Nine-month period |
|
Nine-month period |
|
|
ended May 31, |
|
ended May 31, |
|
ended May 31, |
|
ended May 31, |
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
$ |
|
$ |
|
$ |
|
$ |
Wages |
|
369,254 |
|
715,753 |
|
1,087,612 |
|
1,292,518 |
Share-based payments – capital stock |
|
16,414 |
|
71,145 |
|
257,916 |
|
187,771 |
Share-based payments – stock options |
|
3,938 |
|
37,823 |
|
20,533 |
|
120,929 |
|
|
389,606 |
|
824,721 |
|
1,366,061 |
|
1,601,218 |
The amounts due to and from related parties are as follows:
|
|
As at |
|
As at |
|
|
May 31, |
|
August 31, |
|
|
2025 |
|
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 |
|
17,609 |
|
(84,616) |
|
|
|
|
|
Amounts due to related parties included in trade and other payable |
|
|
|
|
Alexandre Mongeon |
|
10,769 |
|
86,152 |
Xavier Montagne |
|
5,808 |
|
11,615 |
Raffi Sossoyan |
|
5,750 |
|
11,500 |
California Electric Boat Company |
|
— |
|
197,862 |
Mac Engineering, SASU |
|
18,519 |
|
1,006,541 |
|
|
40,846 |
|
1,313,670 |
Advances from related parties are non - interest bearing and have no specified terms of repayment.
15
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
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 |
|
|
May 31, |
|
August 31, |
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
1,130,746 Voting Common Shares [August 31, 2024 – 16,350] |
|
81,066,751 |
|
55,382,754 |
48 Pre-Funded Warrants [August 31, 2024 – 48] |
|
38,725 |
|
38,725 |
|
|
81,105,476 |
|
55,421,479 |
During the three-month and nine-month periods ended May 31, 2025, the Company issued a total of 31,318 and 59,769 Voting Common Shares, respectively, to third parties in exchange for marketing for marketing, management consulting services, and board fees provided to the Company valued at $283,089 and $1,290,965, respectively. 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 nine-month period ended May 31, 2025, 400 Series A Convertible Preferred Shares were converted into 988 Voting Common Shares at a value of $136,689 [Note 13].
On December 21, 2024, the Company forced the conversion of 1,950 Series A Convertible Preferred Shares into 4,821 Common Shares at a value of $103,268 [Note 13].
On September 16, 2024, the Company issued 37,778 Voting Common Shares as part of a private placement offering for a total cash consideration price of $3,567,439, net of transaction costs of $1,051,801.
During the nine-month period May 31, 2025, the Company issued 447,816 Voting Common Shares as part of an “at the market” placement offering for a total cash consideration price of $15,738,087, net of transaction costs of $965,662.
On January 16, 2025, the Company issued 425,640 Voting Common Shares and 45,000 Pre-Funded Warrants as part of a private placement offering for a total cash consideration of $3,841,125, net of transaction costs of $627,146. In addition, the Company issued warrants to purchase 235,320 Voting Common Shares of the Company for a period of five and a half years from the issuance date at an exercise price at US$15.00 [note 13].
On January 17, 2025, the Company forced the conversion of 3,000 Series B Convertible Preferred Shares into 7,408 Common Shares at a value of $195,806 [Note 13].
During the nine-month period ended May 31, 2025, 45,000 Pre-Funded Warrants were converted into 45,000 Voting Common Shares at a value of $810,619.
16
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
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 $1,384.69 and $21,991.50 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-month and nine-month periods ended May 31, 2025 amounts to $11,787 and $44,214 respectively [May 31, 2024 – $46,270 and $192,622 respectively]. 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 |
|
4,995.00 |
|
4,995.00 |
|
84 |
|
0.4 |
|
5 |
May 27, 2020 |
|
3,753.00 |
|
4,995.00 |
|
84 |
|
0.4 |
|
5 |
October 23, 2020 |
|
4,995.00 |
|
4,995.00 |
|
97 |
|
0.4 |
|
5 |
November 24, 2020 |
|
21,991.50 |
|
17,590.50 |
|
101 |
|
0.4 |
|
5 |
November 24, 2020 |
|
7,668.00 |
|
7,722.00 |
|
75 |
|
3.6 |
|
4 |
February 23, 2021 |
|
21,262.50 |
|
20,317.50 |
|
103 |
|
0.6 |
|
5 |
May 14, 2021 |
|
7,668.00 |
|
7,722.00 |
|
75 |
|
3.6 |
|
3 |
July 14, 2021 |
|
12,487.50 |
|
12,163.50 |
|
105 |
|
0.7 |
|
5 |
September 21, 2021 |
|
11,947.50 |
|
11,583.00 |
|
106 |
|
0.9 |
|
5 |
January 22, 2022 |
|
7,627.50 |
|
7,452.00 |
|
107 |
|
1.5 |
|
5 |
November 30, 2022 |
|
8,221.50 |
|
8,221.50 |
|
107 |
|
3.1 |
|
5 |
December 1,2022 |
|
7,870.50 |
|
7,870.50 |
|
107 |
|
3.0 |
|
5 |
March 22, 2023 |
|
7,776.00 |
|
6,939.00 |
|
75 |
|
3.6 |
|
2 |
March 25, 2023 |
|
7,789.50 |
|
7,060.50 |
|
75 |
|
3.6 |
|
3 |
March 25, 2023 |
|
7,789.50 |
|
7,060.50 |
|
75 |
|
3.6 |
|
4 |
April 20, 2023 |
|
7,816.50 |
|
7,114.50 |
|
75 |
|
3.6 |
|
5 |
December 29, 2023 |
|
6,129.00 |
|
1,998.00 |
|
76 |
|
3.1 |
|
5 |
January 26, 2024 |
|
1,390.50 |
|
1,458.00 |
|
76 |
|
3.5 |
|
5 |
The following tables summarize information regarding the option grants outstanding as at May 31, 2025:
|
|
|
|
Weighted |
|
|
Number of |
|
average |
|
|
options |
|
exercise price |
|
|
# |
|
$ |
Balance at August 31, 2023 |
|
843 |
|
7,027.44 |
Granted |
|
76 |
|
3,745.49 |
Forfeited |
|
(109) |
|
8,198.46 |
Balance at August 31, 2024 |
|
810 |
|
6,562.77 |
Expired |
|
(450) |
|
5,968.65 |
Balance at May 31, 2025 |
|
360 |
|
7,935.98 |
17
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
|
|
Number of |
|
|
|
|
|
|
Exercise price |
|
options |
|
Weighted average |
|
Weighted average |
|
Exercisable |
range |
|
outstanding |
|
grant date fair value |
|
remaining contractual life |
|
options |
$ |
|
# |
|
$ |
|
[years] |
|
# |
1,384.69 – 4,995.00 |
|
43 |
|
1,328.97 |
|
3.29 |
|
43 |
6,124.30 – 7,870.50 |
|
287 |
|
3,390.52 |
|
4.00 |
|
270 |
8,221.50 – 11,947.50 |
|
4 |
|
6,466.50 |
|
2.50 |
|
3 |
21,991.50 |
|
26 |
|
12,595.50 |
|
0.50 |
|
26 |
Warrants
On November 23, 2020, the Company granted the underwriter the option to purchase 113 Voting Common Shares of the Company for a period of five years from the date of the initial public offering at an exercise price of US$16,875.00 ($23,216.63).
On August 5, 2022, the Company granted the underwriter the option to purchase 38 Voting Common Shares of the Company for a period of four years from the grant date at an exercise price of US$10,800.00 ($14,858.64).
On December 21, 2023, the Company granted the underwriter the option to purchase 103 Voting Common Shares of the Company for a period of five years from the grant date at an exercise price of US$1,417.50 ($1,950.20).
On September 16, 2024, the Company granted the underwriter the option to purchase 1,896 Voting Common Shares of the Company for a period of five years from the grant date at an exercise price of US$112.50 ($154.78).
On January 14, 2025, the Company granted the underwriter the option to purchase 23,537 Voting Common Shares of the Company for a period of five and a half years from the grant date at an exercise price of US$15.00 ($20.64).
|
|
|
|
Number of warrants |
|
Weighted average remaining |
|
|
Exercise price |
|
outstanding |
|
contractual life |
Grant date |
|
$ |
|
# |
|
[years] |
November 23, 2020 |
|
23,216.63 |
|
113 |
|
0.48 |
August 5, 2022 |
|
14,858.64 |
|
38 |
|
0.18 |
December 21, 2023 |
|
1,950.20 |
|
103 |
|
3.56 |
September 16, 2024 |
|
154.78 |
|
1,896 |
|
4.30 |
January 14, 2025 |
|
20.64 |
|
23,357 |
|
5.13 |
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 and nine-month periods ended May 31, 2025 amounts to nil and $486,752 respectively [May 31, 2024 – nil and $175,236, respectively]. The table below lists the assumptions used to determine the fair value of these warrant grants. Volatility is based on the historical share price volatility of the Company and other public companies with characteristics similar to the Company.
|
|
Exercise |
|
|
|
Expected |
|
Risk-free |
|
|
|
|
price |
|
Market price |
|
volatility |
|
interest rate |
|
Expected life |
Grant date |
|
$ |
|
$ |
|
% |
|
% |
|
[years] |
November 23, 2020 |
|
23,216.63 |
|
17,590.50 |
|
100 |
|
0.4 |
|
5.0 |
August 5, 2022 |
|
14,858.64 |
|
9,720.00 |
|
100 |
|
2.9 |
|
3.0 |
December 21, 2023 |
|
1,950.20 |
|
2,470.50 |
|
76 |
|
4.0 |
|
5.0 |
September 16, 2024 |
|
154.78 |
|
97.40 |
|
92 |
|
3.4 |
|
5.0 |
January 14, 2025 |
|
20.64 |
|
20.12 |
|
99 |
|
4.4 |
|
5.5 |
18
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
17. Revenues
|
|
Three-month period |
|
Three-month period |
|
Nine-month period |
|
Nine-month period |
|
|
ended May 31, |
|
ended May 31, |
|
ended May 31, |
|
ended May 31, |
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
$ |
|
$ |
|
$ |
|
$ |
Sales of boats |
|
150,557 |
|
581,481 |
|
307,721 |
|
840,188 |
Sales of parts and boat maintenance |
|
9,815 |
|
17,899 |
|
51,375 |
|
53,810 |
Boat rental and boat club membership revenue |
|
45,156 |
|
460,773 |
|
94,125 |
|
1,881,158 |
Sale of powertrains |
|
80,025 |
|
— |
|
80,025 |
|
— |
|
|
285,553 |
|
1,060,153 |
|
533,246 |
|
2,775,156 |
Revenues from external customers for the three and nine-month periods ended May 31, 2025 were primarily from the U.S.
18. Net finance expense (income)
|
|
Three-month period |
|
Three-month period |
|
Nine-month period |
|
Nine-month period |
|
|
ended May 31, |
|
ended May 31, |
|
ended May 31, |
|
ended May 31, |
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
$ |
|
$ |
|
$ |
|
$ |
Interest and bank charges |
|
70,693 |
|
59,900 |
|
148,898 |
|
203,390 |
Interest income |
|
(143,312) |
|
(11,043) |
|
(183,400) |
|
(59,343) |
Foreign currency exchange |
|
624,379 |
|
— |
|
596,032 |
|
— |
Transaction costs [note 15] |
|
— |
|
— |
|
1,040,742 |
|
1,860,335 |
Litigation settlement costs [note 9] |
|
2,813,511 |
|
— |
|
2,813,511 |
|
— |
Loss (gain) on derivative liabilities [note 15] |
|
34,815 |
|
404,444 |
|
(3,094,833) |
|
(5,913,484) |
|
|
3,400,086 |
|
453,301 |
|
1,320,950 |
|
(3,909,102) |
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”):
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.
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 May 31, 2025, the Company used volatility of approximately 99% 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.
19
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
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:
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-month period ended May 31, 2025 |
||||||
|
|
Sale of |
|
|
|
Inter- |
|
|
|
|
electric |
|
Rental of |
|
segment |
|
|
|
|
boats |
|
electric boats |
|
eliminations |
|
Total |
|
|
$ |
|
$ |
|
$ |
|
$ |
Revenue from external customers |
|
160,372 |
|
45,156 |
|
— |
|
205,528 |
Revenue from other segments |
|
81,891 |
|
— |
|
(81,891) |
|
— |
Segment revenues |
|
242,263 |
|
45,156 |
|
(81,891) |
|
205,528 |
Segment gross profit (loss) |
|
55,509 |
|
(16,263) |
|
(6,310) |
|
32,936 |
|
|
|
|
|
|
|
|
|
Segment profit (loss) before tax |
|
(7,075,475) |
1 |
(67,806) |
|
(3,789) |
|
(7,147,000) |
Research and development |
|
725,299 |
|
13,223 |
|
— |
|
738,522 |
Office salaries and benefits |
|
715,751 |
|
1,037 |
|
— |
|
716,788 |
|
|
Three-month period ended May 31, 2024 |
||||||
|
|
Sale of |
|
|
|
Inter- |
|
|
|
|
electric |
|
Rental of |
|
segment |
|
|
|
|
boats |
|
electric boats |
|
eliminations |
|
Total |
|
|
$ |
|
$ |
|
$ |
|
$ |
Revenue from external customers |
|
599,380 |
|
460,773 |
|
— |
|
1,060,153 |
Revenue from other segments |
|
(18,753) |
|
4,959 |
|
13,794 |
|
— |
Segment revenues |
|
580,627 |
|
465,732 |
|
13,794 |
|
1,060,153 |
Segment gross profit (loss) |
|
111,615 |
|
326,455 |
|
11,967 |
|
450,037 |
|
|
|
|
|
|
|
|
|
Segment profit (loss) before tax |
|
(2,307,334) |
2 |
5,883 |
|
(903,212) |
|
(3,205,103) |
Research and development |
|
628,578 |
|
— |
|
— |
|
628,578 |
Office salaries and benefits |
|
681,995 |
|
109,414 |
|
— |
|
791,409 |
20
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
|
|
Nine-month period ended May 31, 2025 |
||||||
|
|
Sale of |
|
|
|
Inter- |
|
|
|
|
electric |
|
Rental of |
|
segment |
|
|
|
|
boats |
|
electric boats |
|
eliminations |
|
Total |
|
|
$ |
|
$ |
|
$ |
|
$ |
Revenue from external customers |
|
359,096 |
|
94,125 |
|
— |
|
453,221 |
Revenue from other segments |
|
116,479 |
|
— |
|
(116,479) |
|
— |
Segment revenues |
|
475,575 |
|
94,125 |
|
(116,479) |
|
453,221 |
Segment gross profit (loss) |
|
33,958 |
|
(32,642) |
|
(24,522) |
|
(23,206) |
|
|
|
|
|
|
|
|
|
Segment profit (loss) before tax |
|
(12,225,389) |
1 |
(83,199) |
|
(25,819) |
|
(12,334,407) |
Research and development |
|
1,763,484 |
|
19,023 |
|
— |
|
1,782,507 |
Office salaries and benefits |
|
2,262,379 |
|
(110,720) |
|
— |
|
2,151,659 |
|
|
Nine-month period ended May 31, 2024 |
||||||
|
|
Sale of |
|
|
|
Inter- |
|
|
|
|
electric |
|
Rental of |
|
segment |
|
|
|
|
boats |
|
electric boats |
|
eliminations |
|
Total |
|
|
$ |
|
$ |
|
$ |
|
$ |
Revenue from external customers |
|
893,998 |
|
1,881,158 |
|
— |
|
2,775,156 |
Revenue from other segments |
|
207,000 |
|
16,926 |
|
(223,926) |
|
— |
Segment revenues |
|
1,100,998 |
|
1,898,064 |
|
(223,926) |
|
2,775,156 |
Segment gross profit (loss) |
|
42,746 |
|
1,065,055 |
|
(2,153) |
|
1,105,648 |
|
|
|
|
|
|
|
|
|
Segment profit (loss) before tax |
|
(5,049,355) |
2 |
(4,732,851) |
3 |
(901,945) |
|
(10,648,151) |
Research and development |
|
1,947,815 |
|
— |
|
— |
|
1,947,815 |
Office salaries and benefits |
|
2,280,098 |
|
416,537 |
|
— |
|
2,696,635 |
|
|
As at May 31, 2025 |
||||||
|
|
Sale of |
|
|
|
Inter- |
|
|
|
|
electric |
|
Rental of |
|
segment |
|
|
|
|
boats |
|
electric boats |
|
eliminations |
|
Total |
|
|
$ |
|
$ |
|
$ |
|
$ |
Segment assets |
|
26,218,536 |
|
1,272,635 |
|
(2,990,849) |
|
24,500,322 |
Cash |
|
10,858,474 |
|
32,428 |
|
— |
|
10,891,002 |
Additions to property and equipment and intangibles |
|
442,225 |
|
10,000 |
|
(3,200) |
|
449,025 |
Segment liabilities |
|
797,910 |
|
640,103 |
|
6,175,621 |
|
7,613,634 |
21
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
|
|
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:
|
|
Nine-month period |
|
Nine-month period |
|
|
ended May 31, |
|
ended May 31, |
|
|
2025 |
|
2024 |
|
|
$ |
|
$ |
Additions to right-of-use assets |
|
62,296 |
|
38,283 |
Lease termination |
|
46,291 |
|
— |
Initial recognition of derivative liabilities |
|
3,188,389 |
|
— |
Conversion of Series A & B Convertible Preferred Shares |
|
435,763 |
|
— |
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 |
|
947,765 |
2026 |
|
2,941,308 |
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 May 31, 2025. The lease offers EB Rental FL Corp. a termination clause in case certain contractual requirements is 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 May 31, 2025:
|
|
$ |
2026 |
|
123,822 |
2027 |
|
167,572 |
2028 |
|
170,924 |
2029 and thereafter |
|
396,841 |
22
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
23. Deconsolidation of subsidiary
On April 25, 2024, the Company sold 100% of the shares of EB Rental, Ltd., which previously facilitated its electric boat rental operations located in Newport Beach, California, to EB Strategies Inc. for $1,089,302. The Company continues to own and operate its electric boat rental operations in Ventura, California and Palm Beach, Florida. Up until April 25, 2024, EB Strategies Inc was considered a related party whose controlling shareholder was a member of management of the Company’s boat rental operation. His employment and association with the Company ended at the close of this transaction.
These condensed interim consolidated financial statements have been prepared based on the books and records maintained by the Company, and the subsidiaries that it controls. However, due to the above sale of EB Rental, Ltd., the control over this subsidiary was deemed to have been lost as of April 25, 2024. As such, the Company ceased consolidating this subsidiary as at April 25, 2024.
The gain on the disposal of EB Rental, Ltd. at the deconsolidation date was determined as follows:
|
|
$ |
||
|
|
|
|
|
Fair Value Consideration received |
|
|
|
1,089,302 |
|
|
|
|
|
Less: EB Rental, Ltd. net assets at disposal |
|
|
|
|
- EB Rental Ltd. share capital at disposal |
|
100 |
|
|
- EB Rental Ltd. deficit at disposal |
|
(165,427) |
|
(165,327) |
|
|
|
|
|
Less: Goodwill attributable to EB Rental, Ltd. |
|
|
|
1,079,040 |
|
|
|
|
|
Total gain on deconsolidation date |
|
|
|
175,589 |
On the deconsolidation date, EB Rental, Ltd.’s net assets (liabilities) were determined as follows:
|
|
$ |
|
|
|
Current assets |
|
460,018 |
Right of use assets |
|
804,596 |
Property, plant and equipment |
|
555,875 |
Other assets |
|
281,384 |
Current liabilities |
|
(1,627,777) |
Lease liabilities |
|
(639,423) |
|
|
|
|
|
(165,327) |
23
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
May 31, 2025
The financial performance of EB Rental, Ltd. for the three-month and nine-month periods ended May 31, 2024 and 2023 that are included in these condensed interim consolidated financial statements are as follows:
|
|
Three-month |
|
Three-month |
|
Nine-month |
|
Nine-month |
|
|
period |
|
period |
|
period |
|
period |
|
|
ended May |
|
ended May |
|
ended May |
|
ended May |
|
|
31, 2024 |
|
31, 2023 |
|
31, 2024 |
|
31, 2023 |
|
|
$ |
|
$ |
|
$ |
|
$ |
|
|
|
|
|
|
|
|
|
Revenues |
|
422,537 |
|
830,007 |
|
1,883,709 |
|
2,534,865 |
Cost of sales |
|
98,224 |
|
515,949 |
|
832,088 |
|
1,381,900 |
Gross profit |
|
324,313 |
|
314,058 |
|
1,051,621 |
|
1,152,965 |
Expenses |
|
274,162 |
|
347,084 |
|
965,745 |
|
836,861 |
Income (loss) before tax |
|
50,151 |
|
(33,026) |
|
85,876 |
|
316,104 |
Income tax recovery |
|
(53,834) |
|
(216,848) |
|
(205,367) |
|
(216,848) |
Net income |
|
106,985 |
|
183,822 |
|
291,243 |
|
532,952 |
The Cash flow information related to EB Rental, Ltd. for the nine-month periods ended May 31, 2024 and 2023 are as follows:
|
|
Nine-month |
|
Nine-month |
|
|
period |
|
period |
|
|
ended May |
|
ended May |
|
|
31, 2024 |
|
31, 2023 |
|
|
$ |
|
$ |
|
|
|
|
|
Cash provided by operating activities |
|
247,185 |
|
695,127 |
Cash used in investing activities |
|
(23,336) |
|
(290,035) |
Cash used in financing activities |
|
(151,192) |
|
(189,785) |
24. Subsequent events
On June 20, 2025, the Company closed the acquisition of 100% of the issued and outstanding equity of Nautical Ventures Group Inc. (“Nautical Ventures”), a Florida-based recreational boat dealership, marina, and service provider pursuant to an equity purchase agreement. Under the terms of the equity purchase agreement, the Company’s purchase consideration included a US$2 million payment to a creditor of Nautical Ventures, approximately US$300,000 in payment to satisfy certain of Nautical Venture’s real property tax obligations, and approximately US$1.7 million capital contribution to Nautical Ventures for ongoing operations.In addition, the Company issued a US$4 million convertible note to the former shareholders of Nautical Ventures, bearing interest at 6% per annum for a term of 24 months, convertible into Voting Common Shares of the Company at a conversion price of US$8.624 per share. Subsequent to closing, Nautical Ventures entered into lease agreements with various entities controlled by the former shareholders of Nautical Ventures for six commercial locations. For two of the locations, the lease term is for one year with nine additional options to extend the term of the lease for additional periods of one year each with total monthly lease payments totaling US$71,860. For four of the locations, the lease term is for five years with one additional option to extend the term of the lease for an additional period of five years with total monthly lease payments totaling US$133,775. The Company obtained an exclusive option to purchase each of these properties at any time during the lease term of the relevant property.
24
Exhibit 99.2
VISION MARINE TECHNOLOGIES INC.
Form 51-102F1 Management’s Discussion & Analysis
For the three-month and nine-month period ended May 31, 2025
1.1 Date July 11, 2025
Introduction
The following management’s discussion and analysis, prepared as of May 31, 2025, is a review of operations, current financial position and outlook for Vision Marine Technologies Inc. (the “Company”), and should be read in conjunction with the Company’s interim condensed consolidated financial statements for the three-month and nine-month periods ended May 31, 2025 and May 31, 2024, and the audited consolidated financial statements for the years ended August 31, 2024 and 2023 and the notes thereto. Amounts are reported in Canadian dollars based upon the interim condensed consolidated financial statements prepared in accordance with IAS 34, Interim Financial Reporting and annual consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) on SEDAR at www.sedar.com. Unless otherwise noted, all references herein to “dollars” or “$” are to Canadian dollars.
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
General Risks
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.
Additionally, we recently acquired Nautical Ventures Group Inc (“Nautical Ventures”) and its subsidiaries, a business whose assets and revenues account for the vast majority of our assets and revenues as of August 31, 2024 on a pro-forma basis. You have less available public information regarding Nautical Ventures than for our company. Audited financial statements for Nautical Ventures have only been publicly filed as of, and for the years ended, December 31, 2024 and 2023 and unaudited financials as of, and for the three months ended, March 31, 2025.
We currently have a net loss, and if we are unable to achieve and grow a net income in the future our ability to grow our business as planned will be adversely affected.
We have made significant up-front investments in research and development, sales and marketing, and general and administrative expenses to rapidly develop and expand our business. We had a net loss of $12,344,937 for the nine-month period ended May 31, 2025 as compared to a net loss of $10,407,997 for the same period last year. Although our net loss on a pro forma basis as of August 31, 2024 was $13,022,289 as opposed to a historical net loss of $14,316,083 for our Company, the operations of Nautical Ventures in future periods may increase our net loss. We may never achieve net income or if we do it may fail to grow or even decline in certain circumstances, many of which are beyond our control. Our revenues might not ever significantly exceed our expenses and may even be lower than our expenses. It may take us longer to obtain net income than we anticipate, if at all, or we may only do so at a much lower rate than we anticipate. Failure to obtain net income may mean that we will have to curtail our planned growth in operations or resort to financings to fund such growth in the future.
1
To carry out our proposed business plan, we will require a significant amount of capital.
If current cash, cash equivalents and revenue from our business are not sufficient to cover our cash requirements, we will need to raise additional funds through the sale of debt or equity securities, in either private placements or additional registered offerings. We require substantial access to capital for operations. For example, of the US$91.2 million in the total liabilities of Nautical Ventures as of December 31, 2024, US$56.1 million consisted of notes payable related to floor plan financing for the purchase of inventory. If we are unsuccessful in raising enough funds through such capital-raising efforts, we may review other financing possibilities such as bank loans and floor financing plans. Financing might not be available to us or, if available, only on terms that are not favorable or acceptable to us.
Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general market conditions and investor acceptance of our business plan. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. If we are unable to raise sufficient funds, we will have to significantly reduce our spending, delay or cancel our planned activities, sell non-essential assets or substantially change our current corporate structure. We might not be able to obtain any funding, and we might not have sufficient resources to conduct our business as projected, both of which could mean that we would be forced to curtail or discontinue our operations.
Terms of subsequent financings may adversely impact your investment.
We may have to engage in common equity, debt, or preferred share financings in the future. During the nine-month period ended May 31, 2025, we issued 911,234 common shares and 45,000 pre-funded warrants (or approximately 82.6% of our outstanding common shares as of July 11, 2025) through various financings for net proceeds of approximately $27.1 million, and we anticipate additional financings in the future. As a result, your rights and the value of your investment in our securities could be reduced. Interest on debt securities or floor plan financings could increase costs and negatively impact operating results. Preferred shares could be issued in one or more series from time to time with such designation, rights, preferences, and limitations as determined by the Board. The terms of preferred shares could be more advantageous to those investors than to the holders of common shares. In addition, if we need to raise more equity capital from the sale of common shares, institutional or other investors may negotiate terms at least as, and possibly more, favorable than the terms of your investment in our common shares.
Expected benefits from business acquisitions may not materialize due to integration challenges
On June 20, 2025, we acquired 100% of the equity of Nautical Ventures, a Florida-based recreational boat dealership, marina, and service provider. The success of a business acquisition depends on the integration of the acquired business through such tasks as the realization of synergies, elimination of cost duplication, information systems integration, and establishment of controls and procedures. The inability to adequately integrate an acquired business in a timely manner might result in lost business opportunities, higher than expected integration costs and departures of key personnel, all of which could have a negative impact on potential future earnings.
Demand in the powerboat industry is highly volatile.
Fluctuations in demand for recreational boats, parts and accessories may materially and adversely affect our business, prospects, operating results and financial condition. The markets in which we compete have been subject to considerable volatility in demand in recent periods. Recreational boats and related items are non-essential items, and demand for them depends to a large extent on general, economic and social conditions in a given market. Historically, sales of recreational powerboats decrease during economic downturns. We have fewer financial resources than more established boat retailers and manufacturers to withstand adverse changes in the market and disruptions in demand.
Unfavorable weather conditions may have a material adverse effect on our business, financial condition, and results of operations, especially during the peak boating season.
Adverse weather conditions in any year, in any particular geographic region, may adversely affect sales and rentals in that particular geographic region, especially during the peak boating season in such particular geographic region. Sales and rentals of our products are generally stronger just before and during spring and summer, which represent the peak boating months in most of our markets, and favorable weather during these months generally has a positive effect on consumer demand for our products. Conversely, uncomfortable weather, excessive rainfall, reduced rainfall levels, or drought conditions during these periods may close area boating locations or render boating dangerous or inconvenient, thereby generally reducing consumer demand for our products. Our annual results would be materially and adversely affected if our net sales and rentals were to fall below expected seasonal levels during these periods. We may also experience more pronounced seasonal fluctuation in net sales and rentals in the future as we continue to expand our businesses. Additionally, to the extent that unfavorable weather conditions are exacerbated by global climate change or otherwise, our sales and rentals may be affected to a greater degree than we have previously experienced.
2
Interest rate increases could adversely affect sales.
Many of the boats sold by Nautical Ventures are financed. If interest rates rise, the cost of boat purchases for consumers relying on a financing plan will also rise. Higher interest rates costs can adversely affect consumers’ decisions relating to recreational boat purchases.
We depend on certain key personnel, and our success will depend on our continued ability to retain and attract such qualified personnel.
Our success depends on the efforts, abilities and continued service of Alexandre Mongeon, our Chief Executive Officer, Xavier Montagne, our Chief Operating Officer and Chief Technology Officer, Raffi Sossoyan, our Chief Financial Officer, and Roger Moore, our Chief Revenue Officer. A number of these key employees and consultants have significant experience in the recreational boating, manufacturing and electric vehicle industries. A loss of service from any one of these individuals may adversely affect our operations, and we may have difficulty locating, or may not be able to locate and hire a suitable replacement. We have not obtained any “key person” insurance on certain key personnel.
We are subject to numerous regulations, including environmental, health and safety laws, and any breach of such laws may have a material adverse effect on our business and operating results.
We are subject to numerous regulations including those related to environmental, health and safety laws, including statutes, regulations, bylaws and other legal requirements. These laws relate to the marketing, selling, financing and servicing of boats as well as the generation, use, handling, storage, transportation and disposal of regulated substances, including hazardous substances (such as batteries), dangerous goods and waste, emissions or discharges into soil, water and air, including noise and odors (which could result in remediation obligations), and occupational health and safety matters, including indoor air quality. These regulations also apply to any contamination that our boats or powertrains cause in the lakes and rivers in which they operate. These legal requirements vary by location and can arise under federal, provincial, state or municipal laws. Any breach of such laws and/or requirements could have a material adverse effect on our company and its operating results.
Product liability, warranty, personal injury, property damage and recall claims may materially affect our financial condition and damage our reputation.
We are engaged in a business that exposes us to claims of product liability and warranty claims in the event our products or the products that we sell actually or allegedly fail to perform as expected or the use of our products results, or is alleged to result, in property damage, personal injury or death. Our products and the products that we sell involve kinetic energy, produce physical motion and are to be used on the water, factors which increase the likelihood of injury or death. Our electric boats and powertrains contain Lithium-ion batteries, which have been known to catch fire or vent smoke and flame, and chemicals which are known to be, or could later be proved to be, toxic carcinogenic. Likewise, the internal combustion engines in several of the boats we sell operate on highly flammable fuel. Any personal injury or wrongful death claim could, even if not justified, prove expensive to contest.
We do not provide warranties for the boats we sell but instead rely upon the warranties provided by the third-party manufacturers from whom we purchase the boats. Although we maintain product and general liability insurance of the types and in the amounts that we believe are customary for the industry, we are not fully insured against all such potential claims. We may experience legal claims in excess of our insurance coverage or claims that are not covered by insurance, either of which could adversely affect our business, financial condition and results of operations.
Adverse determination of material product liability and warranty claims made against us could have a material adverse effect on our financial condition and harm our reputation. In addition, if any of our products, components in our products or products that we sell are, or are alleged to be, defective, we may be required to participate in a recall of that product or component if the defect or alleged defect relates to safety. Any such recall and other claims could be costly to us and require substantial management attention.
Global economic conditions could materially adversely impact demand for our products and services.
Our operations and performance depend significantly on economic conditions. Global financial conditions continue to be subject to volatility arising from international geopolitical developments and global economic phenomenon, as well as general financial market turbulence, including growing inflationary concerns and tariff uncertainty, resulting in a significant reduction in many major market indices. Uncertainty about global economic conditions could result in:
· |
customers postponing purchases of our products and services in response to tighter credit, unemployment, negative financial news and/or declines in income or asset values and other macroeconomic factors, which could have a material negative effect on demand for our products and services; and |
3
· |
third-party suppliers being unable to produce parts and components for our products in the same quantity or on the same timeline or being unable to deliver such parts and components as quickly as before or subject to price fluctuations, which could have a material adverse effect on our production or the cost of such production; and |
accordingly, on our business, results of operations or financial condition. Access to public financing and credit can be negatively affected by the effect of these events on Canadian, U.S. and global credit markets. The health of the global financing and credit markets may affect our ability to obtain equity or debt financing in the future and the terms at which financing or credit is available to us. These instances of volatility and market turmoil could adversely affect our operations and the trading price of our common shares.
Our business may be materially affected by future pandemics.
Potential future pandemics may disrupt our business and operational plans. These disruptions may include disruptions resulting from (i) shortages of employees, (ii) unavailability of contractors and subcontractors, (iii) interruption of, or price fluctuations in, supplies from third parties upon which we rely, (iv) restrictions that governments impose to address the pandemic, and (v) restrictions that we and our contractors and subcontractors impose to ensure the safety of employees and others. Any such pandemic may adversely affect our ability to produce goods or purchase goods from third parties as well as consumer demand for such goods.
We are vulnerable to supply chain risks.
We rely upon efficient and predictable supply chains for both the development of our e-Motion powertrain as well as the delivery of boats, parts and accessories from third-party manufacturers. Delays in supply chains could adversely impact our production as well as the delivery of inventory for sale, which in turn could adversely affect our revenues. Such supply chain disruptions could be rapid and unexpected and could arise from wars and other geopolitical conflicts, tariff disputes, future pandemics, natural disasters and other unforeseen events that could prevent the timely production of raw materials and goods that we or our manufacturers need and/or the timely delivery of such raw materials and goods.
Fluctuations in currency exchange rates may significantly impact our results of operations.
Our reporting currency is the Canadian dollar. Our operations are conducted in the United States and Canada, but almost all of our revenues for our 2024 fiscal year on a pro forma basis occurred in the United States. Additionally, almost all of our currently outstanding debt obligations are denominated in U.S. dollars. 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 nine-month period ended May 31, 2025, the monthly average exchange rate as published by the Bank of Canada ranged from a high of US1.4359: $1.00 to a low of US$1.3546: $1.00. An appreciation of the Canadian dollar against the U.S. dollar could decrease our revenues when reported in Canadian dollars. Conversely, 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 May 31, 2025, we are working on remediating the identified material weakness.
If we fail to identify or remediate any current or future material weaknesses in our internal controls over financial reporting, we are unable to conclude that our internal controls over financial reporting are effective or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controls over financial reporting when we are no longer an emerging growth company, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common shares could be negatively affected.
4
As a result of such failures, we could also become subject to investigations by Nasdaq, the SEC or other regulatory authorities, and become subject to litigation from investors and shareholders, which could harm our reputation and financial condition or divert financial and management resources from our regular business activities.
Our financial statements have been prepared on a going concern basis and our financial status creates a substantial doubt whether we will continue as a going concern.
Our financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. Our future operations depend upon the identification and successful completion of equity or debt financing and the achievement of profitable operations at an indeterminate time in the future. There can be no assurance that we will be successful in completing an equity or debt financing or in achieving or maintaining profitability. The financial statements do not give effect to any adjustments relating to the carrying values and classification of assets and liabilities that would be necessary should we be unable to continue as a going concern.
If we are unable to maintain compliance with Nasdaq’s continued listing requirements, Nasdaq may choose to delist our securities from its exchange or may subject us to additional restrictions, which may adversely affect the liquidity and trading price of our securities.
Our securities are currently listed on Nasdaq Capital Market maintained by The Nasdaq Stock Market LLC (“Nasdaq”). Nasdaq sets out certain standards that companies quoted on the Nasdaq Capital Market must continue to meet to remain on the Nasdaq Capital Market. In the past, we have received notices from Nasdaq that we failed to comply with some of those standards including that the closing bid price of our common shares no longer complied with the minimum bid price requirement of US$1.00 per share (the “Minimum Bid Price Requirement”).
Although we took steps to regain compliance with the Minimum Bid Requirement by enacting two reverse stock splits that had the practical effect of a 1:135 reverse stock split and satisfied a Nasdaq Hearing Panel of the same, Nasdaq imposed a Discretionary Panel Monitor, in application of Listing Rule 5815(d)(4)(A), for a period of one year to ensure that we maintain long-term compliance with all of the Nasdaq’s continued listing requirements. Should we fail to maintain compliance with any continued listing requirement, Nasdaq may notify us if such non-compliance and promptly schedule a new hearing with the Nasdaq Hearing Panel. If we further violate Nasdaq’s continued listing requirement, we could be delisted. A delisting would likely have a negative effect on the liquidity and market price of our common shares and may impair your ability to sell or purchase our common shares when you wish to do so.
If Nasdaq delists our common shares from trading on its exchange and we are not able to list our common shares on another national securities exchange, our common shares may be quoted on an over-the-counter market. However, if this were to occur, we could face significant material adverse consequences, including:
· |
a limited availability of market quotations for our securities; |
· |
reduced liquidity for our securities; |
· |
a determination that our common shares are a “penny stock”, which will require brokers trading in such common shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our common shares; |
· |
a limited amount of news and analyst coverage; and |
· |
a decreased ability to issue additional securities or obtain additional financing in the future. |
As a result, an investor would likely find it more difficult to trade, or to obtain accurate price quotations for, our securities if our securities are de-listed from Nasdaq. Delisting would likely also reduce the visibility, liquidity and value of our securities, including as a result of reduced institutional investor interest in our company, and may increase the volatility of our securities.
In an effort to maintain compliance with the Minimum Bid Price Requirement, we recently enacted a third reverse stock split. We may need to enact additional reverse stock splits to maintain compliance if we fail to meet the Minimum Bid Price Requirement in the future.
As mentioned above, we enacted a 1-for-15 reverse stock split of our common shares on August 22, 2024, and a reverse stock split of 1-for-9 of our common shares on October 8, 2024, in an effort to regain compliance with Nasdaq’s minimum bid price requirement for continued listing on the Nasdaq Capital Market.
5
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 maintain compliance, the closing bid price of our common shares cannot be less US$1.00 per share for 30 consecutive days, otherwise we would be subject to an automatic Nasdaq Hearing Panel which could result in a delisting from the Nasdaq Capital Market. In an effort to maintain compliance with the Minimum Bid Price Requirement, we enacted a third reverse stock split on a 1-for-10 basis on March 31, 2025. The cumulative effect of the three reverse stock splits was 1-for-1,350. While this action was sufficient to ensure that we maintain a minimum bid price for our common shares above US$1.00, there are no assurances that we will maintain such compliance in the future. If we have to enact a fourth reverse stock split to maintain compliance in the future, we may not be able to do so as the Nasdaq may object to such a fourth reverse stock split or we may not have sufficient room for a reverse stock split given other listing requirements such as the minimum number of common shares required to be in circulation and held by the public. Even if we enacted a fourth reverse stock split, the public markets could view any such future reverse stock split negatively, and the per share price of our common shares could be adversely affected.
Previously issued complex hybrid convertible securities may be subject to multiple interpretations which may leave us open to possible claims and litigation from the holders of such securities.
In the 2024 fiscal year, we issued Series A and B Convertible Preferred Shares which have complex and ambiguous conversion features. Such features may be subject to multiple interpretations. As a result, we may make interpretations that differ from those of the holders of such securities, leaving us open to possible claims and litigation from the holders of such securities. On March 6, 2025, a suit was filed against us in the New York state courts alleging that, in December 2024, we improperly converted certain Series A Convertible Preferred Shares held by the plaintiffs. The suit claims that the floor for the conversion price of the Series A Convertible Preferred Shares should not have been adjusted from US$0.30 to US$40.50 as a result of the cumulative 1:135 reverse stock splits that were enacted in 2024, but rather that such floor should have remained at US$0.30. Consequently, the plaintiffs claim that the conversion price for the Series A Convertible Preferred Shares should have been US$1.23 instead of the US$40.50 at which they were converted. The plaintiffs in this litigation are seeking approximately 101,600 of our Voting Common Shares as well as liquidated damages on the date of their filing of approximately US$2 million. While we vigorously disagreed with this assertion, we reached a settlement agreement with the plaintiffs to issue a total of 250,000 of our Voting Common Shares, which is subject to court approval. If court approval is not granted, our settlement will terminate. While we were prepared to defend ourselves in this matter, there were no assurances that we would ultimately prove our position in court or that other holders of our preferred shares will not pursue similar claims.
You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited because we are incorporated under the laws of the Province of Quebec and the majority of our directors and executive officers reside outside the United States.
We are constituted under the laws of the Business Corporations Act (Quebec) (the “Business Corporation Act”), and our executive offices are located outside of the United States in Boisbriand, Quebec. Our officers and the majority of our directors reside outside the United States. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons. You may also have difficulty enforcing, both in and outside of the United States, judgments you may obtain in U.S. courts against us or these persons in any action, including actions based upon the civil liability provisions of U.S. Federal or state securities laws. Furthermore, there is substantial doubt as to the enforceability in Canada against us or against any of our directors and officers who are not residents of the United States, in original actions or in actions for enforcement of judgments of U.S. courts, of liabilities based solely upon the civil liability provisions of the U.S. federal securities laws. In addition, shareholders in Quebec corporations may not have standing to initiate a shareholder derivative action in U.S. federal courts.
As a result, our public shareholders may have more difficulty in protecting their interests through actions against us, our management, our directors or our major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.
We may lose our foreign private issuer status in the future, which could result in significant additional cost and expense.
While we currently qualify as a foreign private issuer, the determination of foreign private issuer status is made annually based on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, our next determination will be made based on information as of February 28, 2025. Although we have concluded that we will continue to be a foreign private issuer in our fiscal year starting September 1, 2025, we may lose our foreign private issuer status for the fiscal year starting September 1, 2026 as a result of our acquisition of Nautical Ventures.
If we cease to be a foreign private issuer, the regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we cease to be a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive in certain respects than the forms available to a foreign private issuer. We would be required under current SEC rules to prepare our financial statements in accordance with U.S. GAAP, rather than IFRS, and modify certain of our policies to comply with corporate governance practices required of U.S.
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domestic issuers. Such conversion of our financial statements to U.S. GAAP would involve significant time and cost. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges (including the Nasdaq Capital Market) that are available to foreign private issuers such as the ones described above and exemptions from procedural requirements related to the solicitation of proxies.
Risks Related to Nautical Ventures
In June 2025, we expanded our business through the acquisition of Nautical Ventures, a business that consists of nine dealerships that sell boats, boat parts and accessories. The following risks, which are in addition to other risks set out herein, are more specifically related to those operations.
Our success will depend, in part, upon our continued access to financing for inventory.
Our dealership business requires a large inventory to satisfy potential customers with different tastes and price points. We require adequate financing to purchase such inventory. This financing is generally in the form of floor plan financing provided by banks or other lending institutions or from manufacturers of boats and other items that we sell. Of the US$91.2 million in the total liabilities of Nautical Ventures as of December 31, 2024, US$56.1 million consisted of notes payable related to floor plan financing. Access to floor plan financing generally facilitates our ability to increase our inventory. The availability and terms of floor plan financing depends upon:
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our ability to access certain capital markets and to fund operations in a cost-effective manner; |
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the performance of our overall credit portfolios; |
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the willingness of manufacturers to accept the risks associated with lending to us; and |
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our overall creditworthiness. |
If floor plan financing were not available to us, our sales and our working capital levels could be adversely affected as we would likely have less models available for sale in our inventory and would likely make less sales.
Our business model entails carrying substantial amounts of debt.
Our subsidiary Nautical Ventures is highly leveraged. The model for Nautical Ventures’ dealership business entails incurring a substantial amount of debt for both the purchase of inventory through floor plan financing (for example, as of December 31, 2024, Nautical Ventures had US$56.1 million of notes payable related to floor plan financing) and mortgages on certain of the properties on which we have dealerships (for example, as of December 31, 2024, Nautical Ventures had mortgages with principal amounts outstanding of approximately US$15.2 million). Failure to properly service this debt could cause us to sell assets at less than their market value, refinance these debts on unfavorable terms or issue debt and/or equity securities on unfavorable terms. If we were to default on any of this debt, we could incur severe penalties, be prevented from incurring any additional debt, default on unrelated debt, have repayment of outstanding debt accelerated and/or lose any assets (such as inventory or real property) secured by such debt or by court order.
Our success depends to a significant extent on the well-being, as well as the continued popularity and reputation for quality of the boating products of our manufacturers. The failure to obtain a high quality and desirable mix of competitively priced products that our customers demand could have a material adverse effect on our business, financial condition, and results of operations.
We depend on our manufacturers to provide us with products that compare favorably with competing products in terms of quality, performance, safety, and advanced features, including the latest advances in propulsion and navigation systems. Any adverse change in the production efficiency, product development efforts, technological advancement, expansion of manufacturing footprint, supply chain and third-party suppliers, marketplace acceptance, marketing capabilities, ability to secure adequate access to capital, and financial condition of our manufacturers could have a substantial adverse impact on our business. Any difficulties encountered by any of our manufacturers resulting from economic, financial, supply chain, or other factors could adversely affect the quality and amount of products that they are able to supply to us and the services and support they provide to us.
Any interruption or discontinuance of the operations of the manufacturers that we purchase from could cause us to experience shortfalls, disruptions or delays with respect to needed inventory. An alternate sources to any manufacturer experiencing such difficulties may not be available at the time of any interruption, and alternative products may not be available at comparable quality and price.
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We rely on one manufacturer for a substantial portion of our sales
Nautical Ventures relies on one manufacturer for a substantial portion of its revenues. In Nautical Ventures’ fiscal year ended December 31, 2024, the sale of boats from Axopar represented approximately 51% of its net revenues. If our relationship with this manufacturer deteriorated, if it were to experience financial hardship or if it were to cease operations, the price at which we purchase these boats could increase or we might not be able to purchase them at all. As a result, our margins could decrease or we may lose sales as a result of an increase in the price at which we sell these goods.
We face intense competition.
We operate in a highly competitive environment. In addition to facing competition generally from recreation businesses seeking to attract consumers’ leisure time and discretionary spending dollars, the recreational boat industry itself is highly fragmented, resulting in intense competition for customers, quality products, boat show space, and suitable retail locations. We rely to a certain extent on boat shows to generate sales.
We compete primarily with boat dealers and, with respect to sales of marine parts, accessories, and equipment, with national specialty marine parts and accessories stores, online catalog retailers, sporting goods stores, and mass merchants. Competition among boat dealers is based on the quality of available products, the price and value of the products, and attention to customer service. There is significant competition both within markets we currently serve and in new markets that we may enter. We compete in each of our markets with retailers of brands of boats and engines we do not sell in that market. In addition, several of our competitors, especially those selling marine equipment and accessories, are large national or regional chains that have substantial financial, marketing and other resources. Private sales of used boats represent an additional source of competition.
Due to various matters, including environmental concerns, permitting and zoning requirements, and competition for waterfront real estate, some markets in the United States have experienced an increased waiting list for marina and storage availability. Marine retail activity could be adversely affected in markets that do not have sufficient marine and storage availability to satisfy demand.
Our sales volume and profit margin on each sale may be materially and adversely affected if manufacturers discontinue or change their incentive programs.
We depend on manufacturers of boats, parts and accessories for certain sales incentives, warranties and other programs that are intended to promote and support new sales. Manufacturers routinely modify their incentive programs in response to changing market conditions. Some of the key incentive programs include:
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customer rebates or below market financing on new boats; |
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dealer incentives on new boats; and |
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warranties on new and used boats. |
A reduction or discontinuation of a manufacturer’s incentive programs may materially and adversely affect our profitability.
We depend on manufacturers to supply us with sufficient numbers of popular and profitable new models.
Manufacturers typically allocate their boats among dealerships based on the sales history of each dealership. Supplies of popular new boats may be limited by the applicable manufacturer’s production capabilities. Popular new boats that are in limited supply typically produce the highest profit margins. We depend on manufacturers to provide us with a desirable mix of popular new boats. Our operating results may be materially adversely affected if we do not obtain a sufficient supply of these boats.
We envision generating significant revenue from the provision of services to customers related to boats but will be less likely to do so if we do not sell boats to those customers.
We believe that we can generate a substantial portion of our revenues from our Nautical Ventures locations from the provision of maintenance required to keep a boat operational, safe, and efficient, integration of electronic, mechanical, and software components onto a boat, providing financing services and selling warranties. Although we will try to sell these services to anyone needing them, it will be easier to sell such services to persons who have already purchased a boat from us. As a result, any decrease in the number of boats that we are able to sell will likely result in a decrease in the sale of these related services.
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We have the option to acquire additional properties, and if the contingent conditions to do so do not occur, we may be prevented from acquiring such properties.
We entered into an Equity Purchase Agreement in June 2025 to acquire Nautical Ventures and its subsidiaries. Initially, we had intended to acquire six pieces of real property that Nautical Ventures owned and from which it operated its business in the transaction, but instead we acquired the option to purchase these properties. We negotiated for the acquisition of the option to purchase those properties instead of purchasing them outright because the mortgage lender on those properties refused to extend the existing mortgages on those properties beyond the closing of the transaction because the ultimate shareholder of Nautical Ventures would be a non-U.S. entity post-closing. Therefore, we now have the option to purchase those properties if we are able to obtain an alternative source of financing. If we are unable to obtain such financing, we might never exercise our option to acquire these properties. If that were to occur, instead of owning the land on which we conduct our operations, we would lease it and be subject to the risks involved in being a lessee.
We have significant relationships with various third-party warranty insurers and administrators. These third-parties are the obligor of service warranty policies sold to our customers. Additionally, we have agreements in place that allow for future income based on the claims experience on policies sold to our customers.
We sell service warranty policies to our customers issued by various third-party obligors. We receive additional fee income if actual claims are less than the amounts reserved for anticipated claims and the costs of administration and administrator profit.
A decline in the financial health of any third-party insurer could jeopardize the claims reserves held by the administrator, and prevent us from collecting the experience payments anticipated to be earned in future years. While the amount we receive varies annually, the loss of this income could negatively impact our business, results of operations, financial condition and cash flows. Further, the inability of an insurer to honor service warranty claims would likely result in reputational risk to us and might result in claims to cover any default by the insurer.
We are vulnerable to geographic risk.
In June 2025, we acquired a network of dealerships through our acquisition of Nautical Ventures. Of our approximately $153 million in pro forma revenue for the year ended August 31, 2024, approximately $150 million was generated by Nautical Ventures. All of Nautical Ventures nine physical locations are located in the State of Florida. If Florida were to suffer natural disasters, such as hurricanes, tropical storms, fire or floods, Florida were otherwise exposed to a regional downturn in its economic condition of if our competitors in Florida became more successful, our sales and revenues could be materially reduced. Unless we expand our network of dealerships outside of Florida, our geographic risk is concentrated in a regional area instead of being spread nationally or even globally.
Risks Related to our Legacy Operations
Prior to June 2025, we exclusively focused our operations on the development and manufacture of our proprietary e-Motion Powertrain, the manufacture of a limited number of electric boats and the rental of electric boats. Although we have expanded our business through the acquisition of Nautical Ventures, we intend to continuing pursuing these operations, especially those related to our e-Motion Powertrain. The following risks, which are in addition to other risks set out herein, are more specifically related to those operations.
Our plan of operations entails promoting a product that we may never launch or which may not be commercially accepted if launched.
We have concentrated the majority of our research and development efforts on developing electric powertrain systems that we intend to rent and sell to Original Equipment Manufacturers (“OEM”) of boats. We expect the electric powertrain systems to represent a significant portion of our revenue in our coming accounting periods. We do not know if OEMs will find our product candidate to be an attractive component in their boats or if they will find the price of our electric powertrains to be acceptable. We do not currently have any significant customers for our electric powertrains. Even if we do develop such relationships with OEMs, we might not be able to maintain them or grow them as anticipated. At the time of our initial public offering, we had expected to begin the commercialization of our electric powertrains in 2020 but were not able to meet that preferred timeline, and we may not meet our new timelines. If we are not successful in commercializing our product or if sales of our electric powertrain are less than we estimate, our business may not grow as expected.
Our future growth depends upon consumers’ willingness to purchase electric powerboats.
Our growth highly depends upon the adoption by consumers of, and we are subject to an elevated risk of any reduced demand for, electric powerboats. Without such growth, sales of our electric powertrain, if any, and our electric boats may not grow at the rate that we anticipate, if such sales grow at all. If the market for electric powerboats does not develop as we expect or develops more slowly than we expect, our business, prospects, financial condition and operating results will be negatively impacted.
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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:
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the decline of an electric powerboats range resulting from deterioration over time in the battery’s ability to hold a charge; |
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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; |
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improvements in the fuel economy of the internal combustion engine; |
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the availability of service for electric powerboats; |
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the environmental consciousness of consumers; |
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volatility in the cost of oil and gasoline; |
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consumers’ perceptions about convenience and cost to charge an electric powerboat; |
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the availability of tax and other governmental incentives to manufacture electric powerboats; |
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increased costs related to tariffs and possible inflation; and |
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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. Likewise, we purchase parts for the assembly of our powertrains rather than manufacture the individual components. We materially depend on some of those third-party suppliers for certain components that we obtain from a limited number of suppliers.
As we purchase our components and parts through purchase orders and informal arrangements rather than long-term purchase agreements, we have not contractually secured a supply chain for these components and parts. Some of our third-party suppliers may experience delays in delivering parts and components for our products. If we experience delays in receiving our supplies from these third-parties, if they significantly increase the cost of these components or if they cease offering us these components, we may have to find new suppliers, which might not be possible on a timely basis, or cease production of the products in which the components are included.
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 18% of our total revenue for the nine-month period ended May 31, 2025. 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. 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.
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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.
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. The current U.S. administration has recently implemented tariffs on various countries and products to levels not seen in over 50 years and has imposed and threatened to impose new tariffs on goods manufactured in Canada (like our boats and proposed mass manufacturing of our powertrains). There is uncertainty as to whether the tariffs imposed by the current U.S. administration are permanent, will be increased as a result of retaliatory measures or will be increased unilaterally. Such policy changes and the uncertainty surrounding them may place greater restrictions and economic disincentives on international trade and may have the potential to adversely impact the global and local economies, our industry and global demand for our products and, as a result, could have a material adverse effect on our business, financial condition and results of operations. Specifically, such tariffs could increase the cost of our products to U.S. consumers and increase the cost of our rental boat operations in the United States.
We intend to rely on a third-party for the manufacture of what we envision will become our principal product.
If we are able to commercialize our E-Motion™ electric powertrain system, we intend to use a third-party to mass produce our powertrains. In October 2021, we entered into a Manufacture and Supply Agreement with Linamar Corporation, a provider of manufacturing solutions and a developer of highly engineered products. Under the terms of the agreement, we intend for McLaren Engineering, Linamar’s technology and product development team for its advanced mobility segment, to manufacture and assemble our E-Motion™ technology through testing, parts, tooling development, and designing the union assembly for mass production of our electric powertrain at Linamar’s facility in Canada. If the current U.S. administration implements its threatened significant tariffs on all or select imports from Canada, OEMs located in the United States might not find the post-tariff cost of our powertrains produced at this facility to be sufficiently competitive.
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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 our production and development goals, we may need to change our business plans for our E-Motion powertrains or the timeline in which we expect to carry them out.
Our ability to carry out our business plans for the commercialization of our powertrains depends upon meeting our production and development goals. Delays or failures in meeting these goals could require us to reassess our business plans and the timeline that it will take us to implement those plans. In the past, we have not always met our production and development goals. For example, we expected to manufacture approximately 50 powerboats, and begin commercialization of our electric powertrains in calendar 2023, and we did not meet these goals. If any such delays or failures were to cause a material change to our proposed business plans, such change could result in materially adverse changes in our projected revenues or expenses and could jeopardize the viability of our E-Motion powertrains.
If our suppliers sell us parts or components containing conflict minerals, we may be required at significant expense to find suppliers that do not use conflict minerals.
In 2010, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) requiring the Securities and Exchange Commission (“SEC”) to issue rules specifically relating to the use of “Conflict Minerals” within manufactured products. Conflict Minerals are currently defined by U.S. Law as tin, tantalum, tungsten and gold (also known as “3TG”) and related derivatives. Within a year of becoming a public company, the SEC rules require any SEC registrant whose commercial products contain any 3TG (“3TG Product”) to determine whether the 3TG in the 3TG Product originated from the Democratic Republic of the Congo (“DRC”) or adjoining countries (collectively, the “DRC Region”) and, if so, whether the 3TG is “conflict free”. “3TG Conflict Free” means that the supply chain is transparent and the 3TG in 3TG Products does not directly or indirectly benefit armed groups responsible for serious human rights abuses in the DRC Region. By enacting this provision, Congress intends to further the humanitarian goal of ending the extremely violent conflict in the DRC Region, which has been partially financed by the exploitation and trade of 3TG originating in the DRC Region.
We may need to expend time and money on determining whether our products contain conflict minerals. To date, we have not conducted such an analysis. If our suppliers use conflict minerals in the production of the parts and components that we purchase from them, we may need to find alternative suppliers. If possible, this may only be possible at significant expense or with material delays in production.
Our software to control our electric powertrain systems contains “open source” software, and any failure to comply with the terms of one or more of these open-source licenses could negatively affect our business.
We use software to control our electric powertrain systems that relies upon “open source” licenses and intend to use such software in the future. Although we do not believe that the open source code we have used imposes any limitations on the use of the software that we have developed, the terms of many open source licenses have not been interpreted by United States or other courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our solutions including requirements that we make available source code for modifications or derivative works we create based upon the open source software or license such modifications or derivative works. In addition to risks related to license requirements, usage of open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on origin of the software. We cannot be sure that all open source is submitted for approval prior to use in our solutions. In addition, many of the risks associated with use of open source cannot be eliminated, and could, if not properly addressed, negatively affect the performance of our electric powertrains and our business.
We rely on network and information systems and other technologies for our business activities and certain events, such as computer hackings, viruses or other destructive or disruptive software or activities may disrupt our operations, which could have a material adverse effect on our business, financial condition and results of operations.
Network and information systems and other technologies are important to our business activities and operations. Network and information systems-related events, such as computer hackings, cyber threats, security breaches, viruses, or other destructive or disruptive software, process breakdowns or malicious or other activities could result in a disruption of our services and operations or improper disclosure of personal data or confidential information, which could damage our reputation and require us to expend resources to remedy any such breaches. Moreover, the amount and scope of insurance we maintain against losses resulting from any such events or security breaches may not be sufficient to cover our losses or otherwise adequately compensate us for any disruptions to our businesses that may result, and the occurrence of any such events or security breaches could have a material adverse effect on our business and results of operations.
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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.
The unavailability, reduction or elimination of government economic incentives could have a material adverse effect on our business, financial condition, operating results and prospects.
Although we are unaware of substantial governmental economic incentives, such as tax credits and rebates, that customers may receive in connection with the purchase of our products, there are certain governmental regulations whose repeal could affect the desirability of our powerboats. In particular, local and regional restrictions of internal combustion engines on certain waterways, make electric boats an attractive alternative for use in such lakes and rivers. Any reduction, elimination or discriminatory application of such rules because of policy changes or other reasons may result in the diminished competitiveness of electric boats generally. This could materially and adversely affect the growth of our market and our business, prospects, financial condition and operating results.
Our business may be adversely affected by labor and union activities.
None of our employees are currently represented by a labor union. It is common in Quebec for employees of manufacturers of a certain size to belong to a union. Although we do not believe that we are currently of a size where our employees will unionize, were they to do so now or in the future, we would be at risk for higher employee costs and increased risk of work stoppages. We also directly and indirectly depend upon other companies with unionized work forces, such as parts suppliers and trucking and freight companies, and work stoppages or strikes organized by such unions could have a material adverse impact on our business, financial condition or operating results. If a work stoppage occurs among our key suppliers or our network of distributors, it could materially reduce the manufacture and sale of our boats and have a material adverse effect on our business, prospects, operating results or financial condition.
Our ability to meet our manufacturing workforce needs is crucial to our results of operations and future sales and profitability.
We rely on the existence of an available hourly workforce to manufacture our products. We cannot assure you that we will be able to attract and retain qualified employees to meet current or future manufacturing needs at a reasonable cost, or at all. For instance, the demand for skilled employees has increased recently with the low unemployment rates in the regions where we have manufacturing facilities. Also, although none of our employees are currently covered by collective bargaining agreements, we cannot assure you that our employees will not elect to be represented by labor unions in the future. Additionally, competition for qualified employees could require us to pay higher wages to attract a sufficient number of employees. Significant increases in manufacturing workforce costs could materially adversely affect our business, financial condition or results of operations.
Our intellectual property is not fully protected through patents or formal copyright registration. As a result, we do not have the full benefit of patent or copyright laws to prevent others from replicating our products, product candidates and brands.
While we have filed trademark applications with the Canadian Intellectual Property Office and the U.S. Patent and Trademark Office for our logo and the brand name “E-Motion”, we have not yet fully protected our intellectual property rights, particularly for our E-Motion™ powertrain system, through patents or formal copyright or trademark registration. We have currently filed twelve patent applications with the U.S. Patent and Trademark Office with respect to our E-Motion™ powertrain system and intend to file another 12 patent applications related to this system over the next twelve months. All filed patent applications are currently pending. As we intend to transition into the production of electric powertrains to OEMs, we envision our intellectual property and its security becoming more vital to our future. Until we fully protect our intellectual property through patent, trademarks and registered copyrights, we may not be able to protect our intellectual property and trade secrets or prevent others from independently developing substantially equivalent proprietary information and techniques or from otherwise gaining access to our intellectual property or trade secrets. In such an instance, our competitors could produce products that are nearly identical to ours resulting in us selling less products or generating less revenue from our sales.
13
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
We have retained a patent lawyer to begin the process of filing patent applications for up to 24 patents related to our E-Motion™ powertrain system; to date, we have filed ten completed patent applications to date. 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 |
14
· |
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.
1.2 Overall Performance
Description of Business
The Company was incorporated on August 29, 2012, under the laws of the province of Quebec, Canada. Until June 2025, its principal activity is the design, development and manufacturing of electric outboard powertrain systems and electric boats. In June 2025, it acquired a network of nine dealerships located in Florida for the sale of boats, parts and accessories and the provision of related services
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. Such additional information is not incorporated by reference herein.
Performance Summary
The following is a summary of significant events and transactions that occurred during and subsequent to the nine-month period ended May 31, 2025:
On September 10, 2024, the Company announced its strategic alliance with ePropulsion to empower the groundbreaking Phantom Boat, crafted from innovative plastic rotomolding technology. Following its debut at the Miami International Boat Show, the Phantom is set to showcase a customized electric ePropulsion system. In this partnership, the Phantom will be available through select ePropulsion dealers, both on request and by recommendation across its dealer network.
On September 23, 2024, the Company announced the launch of its E-Motion™ 180e Inboard electric motor system that delivers a continuous 180hp at the propeller.
On November 18, 2024, the Company announced a new production initiative with Smoker Craft Inc., a U.S.-based pontoon manufacturer known for its precision engineering and advanced manufacturing capabilities. This collaboration is expected to produce a state-of-the-art pontoon platform specifically designed to integrate Vision Marine’s high-performance (180 HP) electric propulsion systems, specifically the pontoon-designed P-Powerpack. The Company believes the powerpack will merge cutting-edge technology and exceptional craftsmanship into a transformative product for the marine industry.
On November 20, 2024, the Company announced its participation in the grand opening of Aileron, a prestigious residential project in Dania Beach Florida. In October 2021, the Company secured its role in the Aileron project under an agreement which includes exclusive use of 400 lineal feet of commercial docks at this prime waterfront location.
On December 1, 2024, the Company announced that it had entered into a milestone partnership with Massimo Marine, the marine division of Massimo Group (Nasdaq: MAMO). This collaboration aims to produce a fully integrated 30-foot electric pontoon platform designed for commercial and recreational markets
On December 8, 2024, the Company announced a strategic partnership with Armada Pontoons, a renowned manufacturer of high-quality pontoon boats based in Quebec, Canada. This collaboration introduces a new electric pontoon boat design to meet the growing demand for eco-friendly, regulation-compliant, and competitively priced boating solutions for North America’s vast network of lakes.
On January 9, 2025, the Company announced the establishment of a production line for custom cooling plates in partnership with Calip Group, a leader in high-tech welding processes. Under this collaboration, Calip Group will supply components that enhance the thermal management of the Company’s high-voltage (HV) marine battery packs. These custom cooling plates are specifically tailored to meet the stringent demands of marine applications, with production slated to begin in 2025.
15
On January 14, 2025, the Company announced the filing of its sixth patent application related to its E-Motion™ Electric Powertrain System for a Battery Authentication Encryption Technology. This system is designed to securely integrate proprietary components within the E-Motion™ Electric Powertrain, prevent third-party substitution, and gather valuable boaters’ data, reinforcing the strategic value of the Company’s advanced technology.
On January 27, 2025, the Company announced the filing of its seventh patent application related to its E-Motion™ Electric Powertrain System for a new Independent Fault Detection Technology which is designed to autonomously manage critical powertrain components, improving operational performance and reliability, while addressing the unique demands of the electric marine industry.
On January 31, 2025, the Company announced that one of its boats integrated with our E-Motion™ 180E Electric Marine HV Powertrain has successfully received “CE” certification or European conformity.
On February 6, 2025, the Company announced the filing of its eighth patent application related to its E-Motion™ Electric Powertrain System for its newly developed Distributed Control System Architecture, which aims to simplify system integration, enhance scalability, and improve operational efficiency in electric marine vessels.
On February 10, 2025, the Company announced the appointment of Pierre-Yves Terrisse to its Board of Directors.
On February 12, 2025, the Company announced that it has expanded its partnership with Aileron Residences, a premier luxury waterfront community being developed in Dania Beach, Florida, enabling the Company’s boat rental operations to progressively begin offering rental services in the near future. As part of this expanded partnership, Aileron Residences residents will be eligible to receive automatic membership to the Company’s exclusive electric boat club in the near future, granting them effortless access to a fleet of high-performance electric vessels.
On February 19, 2025, the Company announced an enhanced collaboration with Electrified Marina, the only 100% electric watercraft dealer in the U.S. Through this strengthened partnership, the Company will provide Electrified Marina with additional resources to bolster its role as a leading distributor and ambassador for the Company’s E-Motion™ electric propulsion technology. This initiative aims to expand consumer access to high-performance, zero-emission boating solutions along the East Coast.
On February 21, 2025, the Company announced that its Board of Directors had approved the establishment of a stock repurchase program authorizing the repurchase of up to 5% of the Company’s issued and outstanding common shares. The Company intends to enter into a 10b-18 trading plan establishing such a program in the near future. Under this authorization, the Company envisions repurchasing shares from time to time at its discretion through a 10b-18 trading plan. The timing and amount of any repurchases would be determined pursuant to such plan. To date, no repurchases have been made under this plan.
On February 24, 2025, the Company announced the filing of its ninth patent application related to its E-Motion™ Electric Powertrain System for its Outboard Power Control Unit (“PCU”) designed for electric marine vessels for the autonomous management of propulsion parameters and cooling operations to deliver enhanced efficiency and reliability. Leveraging a dual-CAN bus architecture, the PCU promotes seamless communication with both internal sensors and actuators within the outboard engine housing and external vessel control units. This architecture promotes real-time autonomous control of the electric motor, designed to increase performance while maintaining robust safety protocols and scalability.
On February 27, 2025, the Company announced the signing of a three-year exclusive supply agreement with MS Marine GmbH (“STERK”). This agreement positions the Company to become the sole provider of electric propulsion systems for STERK boats and grants the Company the exclusive global distribution rights for electric-powered STERK vessels with the Company’s electric propulsion systems.
On March 10, 2025, the Company announced the filing of its tenth patent application related to its E-Motion™ Electric Powertrain System for its Adaptive Control of a Water Pump in a Marine Propulsion System, which is designed to regulate pump operation based on real-time conditions, optimizing cooling efficiency, reducing energy consumption, and extending propulsion component longevity.
On April 9, 2025, the Company announced the filing of its eleventh patent application related to its E-Motion™ Electric Powertrain System for an advanced secure communication framework employing token-based authentication to safeguard essential vessel systems from unauthorized access. The technology utilizes a secure gateway acting as a protective intermediary between external interface devices and internal CAN bus systems, preserving integrity while allowing authorized control of critical components like batteries, throttles, and motor controllers.
On April 16, 2025, the Company, along with MS Marine GmbH, announced the successful completion of internal hull optimization in the latter’s STERK brand of vessels. The joint engineering effort focused on refining the internal hull layout of STERK vessels to securely house the Company’s E-Motion™ Electric Powertrain System.
16
This milestone represents a key deliverable under the exclusive supply agreement between the two companies
On May 6, 2025, the Company announced the filing of its twelfth patent application related to its E-Motion™ Electric Powertrain System for software-driven overload protection of cooling-pump motors integrated within the system. The patent introduces smart software within the Company’s E-Motion™ Electric Powertrain System that continuously monitors electrical conditions of the cooling-pump motor. Similar to a home’s digital circuit breaker, this system instantly disconnects power when an overload is detected, eliminating the need for traditional hardware fuses.
On May 16, 2025, the Company reached a settlement agreement resolving an outstanding legal claim related to certain of its Series A Convertible Preferred shareholders. The Company agreed to issue 250,000 Voting Common Shares to these shareholders to settle the dispute. The settlement is pending court approval, and the court hearing is scheduled for July 29, 2025.
On June 11, 2025, the Company announced the expansion of its partnership with Octillion Power Systems, a U.S.-based lithium-ion battery manufacturer, to produce high-voltage battery packs dedicated exclusively to the American market. Under the terms of the agreement, Octillion Power Systems will assemble the Company’s new proprietary 45.36 kWh battery packs at its facility in Nevada, aiding in fast, cost-efficient distribution across North America. These batteries are designed to support both the Company’s OEM integrations and consumer-facing electric boat offerings, delivering increased power, extended range, and improved performance, while reducing total system cost and simplifying logistics.
On June 18, 2025, announced that its E-Motion™ Electric Powertrain System has been approved for inclusion in California’s Clean Off-Road Equipment (“CORE”) Voucher Incentive Project. The voucher approval grants the Company’s propulsion kits eligibility for point-of-sale vouchers of up to US$170,000 per unit, substantially reducing the cost of adopting electric propulsion for organizations modernizing their electric fleets.
On June 23, 2025, the Company announced that it had entered into an equity purchase agreement to acquire 100% of the issued and outstanding equity of Nautical Ventures, a Florida-based recreational boat dealership, marina, and service provider. The closing date of the acquisition occurred on June 20, 2025. The purchase consideration included a US$2 million payment to a creditor of Nautical Ventures, approximately US$300,000 in payments to satisfy certain of Nautical Venture’s real property tax obligations, approximately US$1.7M capital contribution to Nautical Ventures for ongoing operations, and the issuance of a US$4 million convertible note to the former shareholders of Nautical Ventures, bearing interest at 6% per annum for a term of 24 months. The convertible note is convertible into Voting Common Shares of the Company at a conversion price of US$8.624 per share.
Financings
During the nine-month period ended May 31, 2025 as well as the period up to the filing date of this report, the Company issued the following securities:
On September 16, 2024, the Company issued 37,778 Voting Common Shares as part of a public offering for a total cash consideration of $4,619,240 less transaction costs of $1,051,801. As part of this offering, we also issued 1,889 warrants to the placement agent exercisable at US$112.50 per Voting Common Share.
During the month of September 2024, 400 Series A Convertible Preferred Shares were converted into 988 Voting Common Shares.
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 nine-month period ended May 31, 2025, the Company issued 447,816 Voting Common Shares as part of the “at the market” public offering for a total cash consideration of $16,703,749 less transaction costs of $965,662.
On October 8, 2024, the Company implemented a reverse stock split, consolidating every 9 Voting Common Shares into 1 Voting Common Share. As a result of the round up feature for fractional shares, the Company issued an additional 19,512 Voting Common Shares.
On December 21, 2024, the Company forced the conversion of 1,950 Series A Convertible Preferred Shares in exchange for 4,821 Voting Common Shares. Following this conversion, there were no Series A Convertible Preferred Shares issued and outstanding.
On January 16, 2025, the Company issued 425,640 Voting Common Shares and 45,000 Pre-Funded Warrants as part of a private placement offering for a total cash consideration of $7,656,000 less transaction costs of $1,106,374, of which $627,146 was recorded as a reduction in equity and $479,228 was recorded as an expense.
17
As part of this private placement, the Company issued warrants to purchase 235,320 Voting Common Shares for a period of five and a half years from the issuance date at an exercise price at US$15.00.
On January 17, 2025, the Company forced the conversion of 3,000 Series B Convertible Preferred Shares in exchange for 7,408 Voting Common Shares. Following this conversion, there were no Series B Convertible Preferred Shares issued and outstanding.
In February 2025, 45,000 Pre-Funded Warrants were converted into 45,000 Voting Common Shares.
On March 31, 2025, the Company implemented a reverse stock split, consolidating every 10 Voting Common Shares into 1 Voting Common Share. As a result of the round up feature for fractional shares, the Company issued an additional 65,664 Voting Common Shares.
During the nine-month period ended May 31, 2025, the Company issued a total of 59,769 Voting Common Shares to third parties in exchange of sub-contracting services provided to the Company related to marketing, investor relations and board fees.
During the month of June 2025, the Company issued a total of 26,391 Voting Common Shares to third parties in exchange for sub-contracting services provided to the Company related to marketing, investor relations and board fees.
Incentive Stock Options
During nine-month period ended May 31, 2025, the Company did not grant any stock options. In addition, 450 previously issued stock options expired in the period.
1.3 Selected Annual Financial Information
|
|
Year Ended |
|
Year Ended |
|
Year Ended |
|
|
$ |
|
$ |
|
$ |
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 |
|
(1,534.83) |
|
(3,000.46) |
|
(2,118.22) |
|
|
|
|
|
|
|
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
18
Selected Quarterly financial information
Quarter end |
|
Revenues |
|
Total comprehensive |
|
Income (Loss) |
|
|
$ |
|
$ |
|
$ |
May 31, 20256 |
|
283,553 |
|
(7,135,509) |
|
(6.53) |
February 28, 20255 |
|
105,282 |
|
(3,610,416) |
|
(5.57) |
November 30, 20244 |
|
142,411 |
|
(1,602,337) |
|
(19.75) |
August 31, 20243 |
|
1,019,189 |
|
(3,655,827) |
|
(356.39) |
May 31, 2024 |
|
1,060,153 |
|
(2,949,434) |
|
(333.33) |
February 29, 20242 |
|
728,611 |
|
(8,414,588) |
|
(969.68) |
November 30, 2023¹ |
|
986,392 |
|
1,053,649 |
|
119.60 |
August 31, 2023 |
|
2,120,447 |
|
(4,354,706) |
|
(545.58) |
May 31, 2023 |
|
1,300,100 |
|
(3,056,639) |
|
(428.88) |
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.
5 The Company had a net finance income related to its derivative liabilities of $1,456,228.
6 The Company had a net finance loss related to its derivative liabilities of $34,815 and litigation settlement costs of $2,813,511.
19
Three-month period ended May 31, 2025
Revenue for the three-month month period ended May 31, 2025 was $283,553 (May 31, 2024: $1,060,153); the decrease of 73% 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 56%. A general downturn in the boating industry as well as severe weather are the primary reasons for this drop in revenue. The Company sold its first E-Motion™ Electric Powertrain System in the current period. The Company recognized a gross profit of $32,936 for the three-month period ended May 31, 2025 compared to a gross profit of $450,037 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 |
|
|
Three-month period |
|
Decrease |
Sale of Electric Boats |
|
|
160,372 |
|
|
599,380 |
|
(73%) |
Rental of electric boats |
|
|
45,156 |
|
|
460,773 |
|
(90%) |
Sale of E-Motion™ powertrains |
|
|
80,025 |
|
|
— |
|
N/A |
|
|
$ |
285,553 |
|
$ |
1,060,153 |
|
(73%) |
During the three-month period ended May 31, 2025, the Company incurred a net loss of $7,189,450 compared to a net loss of $3,025,977 for the corresponding prior period. The increase in net loss was mainly attributable to litigation settlement costs accrued in the current period resolving an outstanding legal claim related to certain of its Series A Convertible Preferred shareholders. Overall, the Company’s operating expenses for the three-month period ended May 31, 2025 were $3,779,850 (May 31, 2024: $3,185,282), representing a 19% increase when compared to the corresponding prior period.
The following variances were observed for the three-month period ended May 31, 2025:
· |
Research and development costs for the three-month period ended May 31, 2025 were $738,522 (May 31, 2024: $628,578); the increase was due to integration costs related to the fitting of the Company’s E-Motion™ powertrains to third party prototypes for testing purposes with several major boat manufacturers including Smoker Craft Inc., Massimo Marine and STERK. |
· |
Office salaries and benefits for three-month period ended May 31, 2025 were $716,788 (May 31, 2024: $791,409). 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 May 31, 2025 were $1,033,713 (May 31, 2024: $326,877) due to increased attendance at boat shows as well as increased marketing and investor relations costs. |
· |
Professional fees for the three-month period ended May 31, 2025 increased to $697,229 (May 31, 2024: $587,990) due to increased legal costs associated with required regulatory filings as well the organization of a general shareholders’ meeting in the quarter. |
· |
Office and general expenses for the three-month period ended May 31, 2025, were $450,675 (May 31, 2024: $585,364) 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 May 31, 2025 decreased to $11,787 (May 31, 2024: $46,270), as the Company had not granted any stock options during the three-month period ended May 31, 2025. The costs include past grants of stock options which are recognized when the stock options are vested. The Company recognizes compensation expense for option grants based on the fair value at the date of grant using the Black-Scholes valuation model. |
· |
Net finance expense for the three-month period ended May 31, 2025 amounted to $3,400,886 (May 31, 2024: $453,301). This amount consisted primarily of accrued litigation settlement costs of $2,813,511 (May 31, 2024: nil) related to the resolution of an outstanding legal claim related to certain of its Series A Convertible Preferred shareholders. |
Nine-month period ended May 31, 2025
Revenue for the nine-month month period ended May 31, 2025 was $533,246 (May 31, 2024: $2,775,156); the decrease of 81% 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 39%.
20
A general downturn in the boating industry as well as severe weather are the primary reasons for this drop in revenue. The Company sold its first E-Motion™ Electric Powertrain System in the current period. The Company recognized a gross loss of $23,206 for the nine-month period ended May 31, 2025 compared to a gross profit of $1,105,648 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 |
|
|
Three-month period ended |
|
Decrease |
Sale of Electric Boats |
|
|
359,096 |
|
|
893,998 |
|
(60%) |
Rental of electric boats |
|
|
94,125 |
|
|
1,881,158 |
|
(95%) |
Sale of E-Motion™ powertrains |
|
|
80,025 |
|
|
— |
|
N/A |
|
|
$ |
533,246 |
|
$ |
2,775,156 |
|
(81%) |
During the nine-month period ended May 31, 2025, the Company incurred a net loss of $12,344,937 compared to a net loss of $10,407,997 for the corresponding prior period. The increase in net loss was mainly attributable to litigation settlement costs accrued in the current period resolving an outstanding legal claim related to certain of its Series A Convertible Preferred shareholders and 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 the absence of a goodwill impairment loss of $4,274,000 which occurred in the corresponding prior period. Overall, the Company’s operating expenses for the nine-month period ended May 31, 2025 were $10,991,954 (May 31, 2024: $11,437,853), representing a 4% decrease when compared to the corresponding prior period.
The following variances were observed for the nine-month period ended May 31, 2025:
| ● | Research and development costs for the nine-month period ended May 31, 2025 were $1,782,507 (May 31, 2024: $1,947,815); the decrease was due to the Company moving towards the production of its E-Motion™ powertrains, thus reducing core research and development costs during the period, which was partially offset by integration costs related to the fitting of the Company’s E-Motion™ powertrains to third party prototypes for testing purposes with several major boat manufacturers including Smoker Craft Inc., Massimo Marine and STERK. |
| ● | Office salaries and benefits for nine-month period ended May 31, 2025 were $2,151,659 (May 31, 2024: $2,696,635). The decrease is due to reduced staffing since the beginning of the prior fiscal year. |
| ● | Selling and marketing expenses for the nine-month period ended May 31, 2025 were $2,641,459 (May 31, 2024: $1,727,701) due to increased attendance at boat shows as well as increased marketing and investor relations costs. |
| ● | Professional fees for the nine-month period ended May 31, 2025 increased to $2,705,781 (May 31, 2024: $2,194,337), due to increased legal costs associated with required regulatory filings related to various capital raises in the period as well the organization of a general shareholders’ meeting in the period. |
| ● | Office and general expenses for the nine-month period ended May 31, 2025, were $1,296,789 (May 31, 2024: $2,045,738) due to cost-cutting measures the Company began implementing since the beginning of the prior fiscal year. |
| ● | Share-based compensation for the nine-month period ended May 31, 2025 decreased to $44,214 (May 31, 2024: $192,622), as the Company had not granted any stock options during the nine-month period ended May 31, 2025. The costs include past grants of stock options which are recognized when the stock options are vested. The Company recognizes compensation expense for option grants based on the fair value at the date of grant using the Black-Scholes valuation model. |
| ● | For the nine-month period ended May 31, 2025, the Company realized net finance expense of $1,320,950 (May 31, 2024: net finance income of $3,909,102). This unfavorable variance was due primarily to decreased gains attributable to the period-end fair value adjustments caused by the issuance of warrants and preferred shares which are classified as derivative liabilities for accounting purposes rather than equity of $3,094,832 (May 31, 2024: $5,913,484), as well as accrued litigation settlement costs of $2,813,511 (May 31, 2024: nil) related to the resolution of an outstanding legal claim related to certain of its Series A Convertible Preferred shareholders. |
1.6 Liquidity and Capital Resources
Prior to June 23, 2025, the Company’s operations consisted of the designing, developing and manufacturing of electric outboard powertrain systems, rental of electric boats and electric boats sales. On June 23, 2025, the Company expanded its operations to include dealerships for the sale of boats, parts and accessories manufactured by third parties as well as the provision of related services.
21
The Company’s financial success depends upon its ability to market and sell its outboard powertrain systems and electric boats; to sell boats, parts and accessories as well as related services through its dealerships; 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 nine-month period ended May 31, 2025, the Company raised a further $27,145,659. However, should the Company need further funding, there is no assurance that 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 $12,334,407, and a net loss of $12,344,937 during the nine-month period ended May 31, 2025 and had a cash balance and a working capital surplus of $10,891,002 and $16,182,610, respectively, as at May 31, 2025. The Company’s ability to meet its obligations as they fall due and to continue to operate as a going concern depends on the continued financial support of the creditors and the shareholders. In the past, the Company has relied on the support of its shareholders to meet its cash requirements. There can be no assurance that funding from this or other sources will be sufficient in the future to continue its operations. Even if the Company is able to obtain new financing, it may not be on commercially reasonable terms or terms that are acceptable to it. Failure to obtain such financing on a timely basis could cause the Company to reduce or terminate its operations.
The Company is evaluating several different strategies and is actively pursuing actions that are expected to increase its liquidity position, including, but not limited to, pursuing additional cost savings initiatives, seeking additional financing from both the public and private markets through the issuance of equity securities, and potentially selling assets which do not align with the Company’s outlook of future operations. However, the Company’s management cannot provide assurances that the Company will be successful in accomplishing any of its proposed financing plans. These matters, when considered in aggregate, indicate the existence of a material uncertainty that raises substantial doubt about the Company’s ability to continue as a going concern for at least 12 months from the issuance of the interim condensed consolidated financial statements for the nine-month period ended May 31, 2025.
As of July 11, 2025, the Company had 1,157,137 issued and outstanding common shares and 1,886,551 on a fully diluted basis. In addition, there are up to 505,102 common shares that are issuable but contingent on court approval of a litigation settlement with certain Series A Convertible Preferred shareholders (250,000 common shares issuable) and the exercise of the option to acquire the six real estate properties of Nautical Ventures (up to 255,102 common shares issuable). If those events were to materialize, the total outstanding common shares on a fully diluted basis would be 2,391,653.
The Company had $16,182,610 of working capital surplus as at May 31, 2025 compared to $923,886 working capital surplus as at August 31, 2024. The increase in working capital surplus during the nine-month period ended May 31, 2025 resulted from the cash used in operations of $15,442,572 (May 31, 2024: $11,135,794); cash used for investing activities of $449,025 (May 31, 2024: cash provided by investing activities of $603,561) resulting primarily from the additions to property and equipment of $312,420 (May 31, 2024: $465,463) and intangible assets of $136,605 (May 31, 2024: $50,653). Note that, for the nine-month period ended May 31, 2024, the Company generated net proceeds from the sale of a subsidiary and the disposal of equipment of $993,109 and $126,568, respectively, which did not materialize in the current period; financing activities provided cash of $26,719,473 (May 31, 2024: $7,514,284), caused mainly by the issuance of various securities of $27,145,659 (May 31, 2024: $8,326,492), and by an increase in long-term debt of $280,500 (May 31, 2024: $247,000). These increases were partially offset by the repayment of lease liabilities of $108,928 (May 31, 2024: $517,497), the repayment of long-term debt of $495,734 (May 31, 2024: $386,711) and the repayment of advances from related parties of $102,024 (May 31, 2024: nil).
1.7 Capital Resources
As at May 31, 2025, the Company had cash of $10,891,002 (August 31, 2024: $63,126).
As of the date of this MD&A, the Company has no outstanding commitments, other than rent and lease commitments and purchase commitments as disclosed in notes 11 and 22 of the Company’s interim condensed consolidated financial statements for the three-month and nine-month periods ended May 31, 2025, as well as the following lease commitments of Nautical Ventures following its acquisition in June 2025:
22
|
|
US$ |
|
|
|
|
|
2025 |
|
1,237,554 |
|
2026 |
|
1,724,600 |
|
2027 |
|
1,365,300 |
|
2028 |
|
1,365,300 |
|
2029 and thereafter |
|
2,047,950 |
|
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-month |
|
Three-month |
|
Nine-month |
|
Nine-month |
|
|
$ |
|
$ |
|
|
|
|
Research and Development |
|
|
|
|
|
|
|
|
Mac Engineering, SASU |
|
— |
|
65,962 |
|
1,392,983 |
|
1,646,738 |
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 May 31, 2025, 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 and nine-month periods ended May 31, 2025, rent expense of $68,347 and $205,043 respectively [May 31, 2024 – nil for both periods] was recorded under the renegotiated lease.
Remuneration of directors and key management of the Company
|
|
Three-month |
|
Three-month |
|
Nine-month |
|
Nine-month |
|
|
$ |
|
$ |
|
$ |
|
$ |
Wages |
|
369,254 |
|
715,753 |
|
1,087,612 |
|
1,292,518 |
Share-based payments – capital stock |
|
16,414 |
|
71,145 |
|
257,918 |
|
187,771 |
Share-based payments – stock options |
|
3,938 |
|
37,823 |
|
20,533 |
|
120,929 |
|
|
389,606 |
|
824,721 |
|
1,366,061 |
|
1,601,218 |
The amounts due to and from related parties are as follows:
|
|
As at |
|
As at |
|
|
$ |
|
$ |
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 |
|
17,609 |
|
(84,616) |
23
|
|
As at |
|
As at |
|
|
$ |
|
$ |
Amounts due to related parties included in trade and other payables: |
|
|
|
|
Alexandre Mongeon |
|
10,769 |
|
86,115 |
Raffi Sossoyan |
|
5,750 |
|
11,500 |
Xavier Montagne |
|
5,808 |
|
11,615 |
California Electric Boat Company Inc. |
|
— |
|
197,862 |
Mac Engineering, SASU |
|
18,519 |
|
1,006,541 |
|
|
40,846 |
|
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 and nine-month periods ended May 31, 2025.
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 and nine-month periods ended May 31, 2025. 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 and nine-month periods ended May 31, 2025.
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 May 31, 2025 were not effective to provide reasonable assurance that material information required to be disclosed by us in the reports that we file with, or submit to, the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in by the SEC’s rules and regulations, solely due to the presence of a material weakness in internal controls over financial reporting as described below, which management is in the process of remediating.
Internal controls over financial reporting
The CEO and the CFO have also designed internal controls over financial reporting or have caused them to be designed under their supervision, in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
An evaluation was carried out, under the supervision of the CEO and the CFO, of the design and effectiveness of our internal controls over financial reporting, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) on Internal Control – Integrated Framework (2013 Framework).
24
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 May 31, 2025.
A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected.
To remediate the identified material 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 May 31, 2025, 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-month and nine-month periods ended May 31, 2025 present fairly, in all material respects, the Company’s financial position, results of operations, changes in equity and cash flows in accordance with IFRS.
Changes in internal controls over financial reporting
Other than as described above, no changes were made to our internal controls over financial reporting that occurred during the nine-month period ended May 31, 2025 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 and nine-month periods ended May 31, 2025.
25
1.15 Additional Information
HEAD OFFICE |
|
CAPITALIZATION |
|
|
|
730 Boulevard du Cure-Boivin |
|
(as at July 11, 2025) |
Boisbriand, QC |
|
|
J7G 2A7 |
|
Common Shares Authorized: Unlimited |
|
|
|
Tel: (450) 951 - 7009 |
|
Common Shares Issued: 1,157,137 |
|
|
|
Email: admin@v-mti.com |
|
|
|
|
|
OFFICERS & DIRECTORS |
|
|
|
|
|
Steve P. Barrenechea |
|
AUDITORS |
Director |
|
|
|
|
M&K CPAS, PLLC |
Anthony E. Cassella Jr. |
|
24955 Interstate Hwy 45 Suite 400, |
Director |
|
The Woodlands, TX, |
|
|
77380 |
Dr. Philippe Couillard |
|
|
Director |
|
|
|
|
|
Luisa Ingargiola |
|
|
Director |
|
|
|
|
|
Pierre-Yves Terrisse |
|
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 |
|
|
26
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 May 31, 2025. |
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 |
(a)a description of the material weakness;
- 2 -
(b)the impact of the material weakness on the issuer's financial reporting and its ICFR; and
(c)the issuer's current plans, if any, or any actions already undertaken, for remediating the material weakness.
5.3 |
N/A. |
6. |
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 March 1, 2025 and ended on May 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: July 11, 2025 |
|
|
|
/s/ Alexandre Mongeon |
|
Alexandre Mongeon |
|
Chief Executive Officer |
|
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 May 31, 2025. |
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 |
(a)a description of the material weakness;
- 2 -
(b)the impact of the material weakness on the issuer's financial reporting and its ICFR; and
(c)the issuer's current plans, if any, or any actions already undertaken, for remediating the material weakness.
5.3 |
N/A. |
6. |
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 March 1, 2025 and ended on May 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: July 11, 2025 |
|
|
|
/s/ Raffi Sossoyan |
|
Raffi Sossoyan |
|
Chief Financial Officer |
|