Vision Marine Technologies Inc 6-K, filed Jan 13, 2026
Vision Marine Technologies Inc. (VMAR)
About this 6-K
Vision Marine Technologies Inc filed this 6-K on January 13, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2026
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 x 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. 333-284423), Registration Statement on Form F-3 (File No. 333-274882) and Registration Statement on Form S-8 (File No. 333--291917).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VISION MARINE TECHNOLOGIES INC. | ||
| Date: January 13, 2026 | 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 periods ended November 30, 2025 and 2024
(Unaudited)
Vision Marine Technologies Inc.
Consolidated statements of financial position
[Going concern uncertainty – see note 2]
(Unaudited)
| Vision Marine Technologies Inc. | ||||||||
| Consolidated statements of financial position | ||||||||
As at November 30, 2025 | As at August 31, 2025 | |||||||
| $ | $ | |||||||
| Assets | ||||||||
| Current | ||||||||
| Cash | 2,299,575 | 7,418,779 | ||||||
| Trade and other receivables [note 5] | 451,775 | 483,184 | ||||||
| Income tax receivable | 14,811 | 9,058 | ||||||
| Inventories [note 6] | 31,371,295 | 36,871,647 | ||||||
| Prepaid expenses and deposits to suppliers [note 6] | 5,226,034 | 3,771,918 | ||||||
| Share subscription receivable [note 16] | 28,042 | 28,526 | ||||||
| Proceeds receivable from related parties [note 16] | 6,556,314 | 10,389,917 | ||||||
| Total current assets | 45,947,846 | 58,973,029 | ||||||
| Right-of-use assets [note 7] | 9,987,967 | 7,070,321 | ||||||
| Property and equipment [note 8] | 3,183,328 | 3,307,055 | ||||||
| Intangibles [note 9] | 464,137 | 481,197 | ||||||
| Other financial assets | 81,655 | 81,655 | ||||||
| Total assets | 59,664,933 | 69,913,257 | ||||||
| Liabilities and shareholders’ equity | ||||||||
| Current | ||||||||
| Trade and other payables [notes 10 & 16] | 9,293,660 | 8,607,790 | ||||||
| Provision on onerous contracts | 65,575 | 66,706 | ||||||
| Contract liabilities [note 11] | 5,901,028 | 5,674,870 | ||||||
| Floor plan financing [note 13] | 22,275,390 | 32,511,664 | ||||||
| Current portion of lease liabilities [note 12] | 2,460,592 | 1,666,853 | ||||||
| Current portion of long-term debt [note 14] | 844,299 | 657,110 | ||||||
| Current portion of derivative liabilities [note 15] | 404,376 | 510,238 | ||||||
| Total current liabilities | 41,244,920 | 49,695,231 | ||||||
| Lease liabilities [note 12] | 7,671,892 | 5,338,738 | ||||||
| Long-term debt [note 14] | 1,260,704 | 1,373,885 | ||||||
| Purchase consideration payable to related party [notes 15 and 16] | 5,230,176 | 5,048,506 | ||||||
| Deferred income taxes | 2,721 | 5,895 | ||||||
| Total liabilities | 55,410,413 | 61,462,255 | ||||||
| Shareholders’ equity | ||||||||
| Capital stock [note 17] | 67,287,060 | 67,144,672 | ||||||
| Contributed surplus [note 18] | 11,983,525 | 11,785,399 | ||||||
| Accumulated other comprehensive income | 878,042 | 1,102,489 | ||||||
| Deficit | (75,894,107 | ) | (71,581,558 | ) | ||||
| Total shareholders’ equity | 4,254,520 | 8,451,002 | ||||||
| 59,664,933 | 69,913,257 | |||||||
See accompanying notes
Vision Marine Technologies Inc.
Consolidated statements of changes in equity (deficit)
[Going concern uncertainty – see note 2]
(Unaudited)
For the three-month periods ended November 30,
| Accumulated | ||||||||||||||||||||||||||||||||
| other | ||||||||||||||||||||||||||||||||
| Contributed | comprehensive | |||||||||||||||||||||||||||||||
| Common shares | Pre-funded warrants | surplus | Deficit | income | Total | |||||||||||||||||||||||||||
| Units | $ | Units | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Shareholders’ equity as at August 31, 2024 | 16,350 | 42,001,705 | 48 | 28,252 | 9,411,247 | (49,929,565 | ) | 717,753 | 2,229,392 | |||||||||||||||||||||||
| Total comprehensive loss | - | - | - | - | - | (1,136,760 | ) | (192,136 | ) | (1,328,896 | ) | |||||||||||||||||||||
| Securities issuance – preferred shares converted [note 15] | 988 | 100,610 | - | - | - | - | - | 100,610 | ||||||||||||||||||||||||
| Securities issuance, net of transaction costs of $989,800 [note 17] | 119,806 | 5,411,592 | - | - | - | - | - | 5,411,592 | ||||||||||||||||||||||||
| Fractional securities issued due to reverse stock split | 19,512 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Share-based compensation – warrants [note 18] | - | - | - | - | 85,918 | - | - | 85,918 | ||||||||||||||||||||||||
| Share-based compensation – stock options [note 18] | - | - | - | - | 13,131 | - | - | 13,131 | ||||||||||||||||||||||||
| Shareholders’ equity as at November 30, 2024 | 156,656 | 47,513,907 | 48 | 28,252 | 9,510,296 | (51,066,325 | ) | 525,617 | 6,511,747 | |||||||||||||||||||||||
| Shareholders’ equity as at August 31, 2025 | 4,907,137 | 67,116,420 | 48 | 28,252 | 11,785,399 | (71,581,558 | ) | 1,102,489 | 8,451,002 | |||||||||||||||||||||||
| Total comprehensive loss | - | - | - | - | - | (4,312,549 | ) | (224,447 | ) | (4,536,996 | ) | |||||||||||||||||||||
| Management fees charged to Marine Ventures LLC [note 16] | - | - | - | - | 159,269 | - | - | 159,269 | ||||||||||||||||||||||||
| Change in derivative liabilities due to partial settlements of convertible note due to related party [notes 15 and 16] | - | - | - | - | 17,578 | - | - | 17,578 | ||||||||||||||||||||||||
| Securities issuance, net of transaction costs of nil [note 17] | 101,598 | 142,388 | - | - | - | - | - | 142,388 | ||||||||||||||||||||||||
| Share-based compensation – RSUs [note 18] | - | - | - | - | 13,107 | - | - | 13,107 | ||||||||||||||||||||||||
| Share-based compensation – stock options [note 18] | - | - | - | - | 8,172 | - | - | 8,172 | ||||||||||||||||||||||||
| Shareholders’ equity as at November 30, 2025 | 5,008,735 | 67,258,808 | 48 | 28,252 | 11,983,525 | (75,894,107 | ) | 878,042 | 4,254,520 | |||||||||||||||||||||||
See accompanying notes
Vision Marine Technologies Inc.
Consolidated statements of comprehensive income (loss)
[Going concern uncertainty – see note 2]
| (Unaudited) | ||||||||
| For the three-month periods ended November 30, | 2024 | |||||||
| 2025 | Restated [note 2] | |||||||
| $ | $ | |||||||
| Revenues [note 19] | 15,692,844 | 102,210 | ||||||
| Cost of sales [note 6] | 11,494,505 | 138,434 | ||||||
| Gross profit (loss) | 4,198,339 | (36,224 | ) | |||||
| Expenses | ||||||||
| Research and development | 76,698 | 181,901 | ||||||
| Selling and marketing expenses | 1,644,209 | 391,838 | ||||||
| Office salaries and benefits | 2,554,347 | 352,373 | ||||||
| Office and general | 1,544,763 | 269,207 | ||||||
| Professional fees | 729,040 | 799,820 | ||||||
| Share-based compensation [note 18] | 21,279 | 13,131 | ||||||
| Depreciation and amortization | 776,516 | 84,022 | ||||||
| Net finance expense (income) [note 20] | 1,173,094 | (1,007,118 | ) | |||||
| 8,519,946 | 1,085,174 | |||||||
| Loss before tax | (4,321,607 | ) | (1,121,398 | ) | ||||
| Income taxes | ||||||||
| Current tax expense (recovery) | (5,901 | ) | 13,087 | |||||
| Deferred tax expense (recovery) | (3,157 | ) | 2,275 | |||||
| (9,058 | ) | 15,362 | ||||||
| Net loss for the period | (4,312,549 | ) | (1,136,760 | ) | ||||
| Items of comprehensive loss that will be subsequently reclassified to earnings: | ||||||||
| Foreign currency translation differences for foreign operations, net of tax | (224,447 | ) | (192,136 | ) | ||||
| Other comprehensive loss, net of tax | (224,447 | ) | (192,136 | ) | ||||
| Total comprehensive loss for the period, net of tax | (4,536,996 | ) | (1,328,896 | ) | ||||
| Weighted average shares outstanding | 4,990,898 | 80,755 | ||||||
| Basic and diluted income (loss) per share | (0.86 | ) | (14.08 | ) | ||||
See accompanying notes
Vision Marine Technologies Inc.
Consolidated statements of cash flows
[Going concern uncertainty – see note 2]
| (Unaudited) | ||||||||
| Three month periods ended November 30, | 2024 | |||||||
| 2025 | Restated [note 2] | |||||||
| $ | $ | |||||||
| Operating activities | ||||||||
| Net loss for the period | (4,312,549 | ) | (1,136,760 | ) | ||||
| Depreciation and amortization | 782,926 | 97,294 | ||||||
| Accretion on long-term debt and lease liability | 147,360 | 11,939 | ||||||
| Share-based compensation – options and warrants | 21,279 | 99,049 | ||||||
| Shares issued for services | 142,388 | 428,712 | ||||||
| Income tax expense (recovery) | (9,058 | ) | 15,362 | |||||
| Gain on derivative liabilities [note 15] | (86,184 | ) | (1,198,292 | ) | ||||
| Loss on revaluation of contingent consideration [notes 15 and 16] | 340,940 | - | ||||||
| Loss on lease termination | 44,023 | - | ||||||
| Effect of exchange rate fluctuation | (207,624 | ) | (192,322 | ) | ||||
| (3,136,499 | ) | (1,875,018 | ) | |||||
| Net change in non-cash working capital items | ||||||||
| Trade and other receivables | 31,409 | 3,962 | ||||||
| Inventories | 5,500,352 | 99,327 | ||||||
| Prepaid expenses and deposits to suppliers | (1,454,116 | ) | (562,070 | ) | ||||
| Trade and other payables | 685,870 | (1,863,424 | ) | |||||
| Contract liabilities | 226,158 | 26,602 | ||||||
| Cash provided by (used in) operating activities | 1,853,174 | (4,170,621 | ) | |||||
| Investing activities | ||||||||
| Additions to property and equipment | (60,786 | ) | (4,854 | ) | ||||
| Additions to intangibles | (14,513 | ) | (1,289 | ) | ||||
| Proceeds received from related parties on sale of real estate [note 16] | 3,833,603 | - | ||||||
| Cash provided by (used in) investing activities | 3,758,304 | (6,143 | ) | |||||
| Financing activities | ||||||||
| Increase in floor plan financing | 44,937 | - | ||||||
| Repayment of floor plan financing | (10,281,211 | ) | - | |||||
| Increase in long-term debt | 250,000 | 207,161 | ||||||
| Repayment of long-term debt | (178,520 | ) | (228,371 | ) | ||||
| Repayment of advance from related parties | - | (75,146 | ) | |||||
| Issuance of Voting Common Shares and warrants [note 17] | - | 4,940,659 | ||||||
| Repayment of lease liabilities | (565,888 | ) | (26,550 | ) | ||||
| Cash provided by (used in) financing activities | (10,730,682 | ) | 4,817,753 | |||||
| Net increase (decrease) in cash during the period | (5,119,204 | ) | 640,989 | |||||
| Cash, beginning of period | 7,418,779 | 46,791 | ||||||
| Cash, end of period | 2,299,575 | 687,780 | ||||||
See accompanying notes
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
1. Incorporation and nature of business
Vision Marine Technologies Inc. (the “Company”) was incorporated on August 29, 2012, and until June 2025 its principal business was the manufacture, sale, and rental of electric boats, as well as the design and commercialization of electric propulsion systems. The Company is incorporated in Canada, and its head office and registered office is located at 730 Curé-Boivin boulevard, Boisbriand, Quebec, J7G 2A7.
On June 20, 2025, the Company completed the acquisition of all issued and outstanding shares of Nautical Ventures Group Inc. (“NVG”), a Florida-based recreational boat retailer and service company. The acquisition significantly expanded the Company’s U.S. operations and distribution capabilities.
The Company’s Voting Common Shares trade on the Nasdaq Capital Market under the symbol “VMAR”.
Business seasonality
The Company’s operating results generally vary from quarter to quarter as a result of changes in general economic conditions and seasonal fluctuations, among other things, in each of its reportable segments. This means the Company’s results in one quarter are not necessarily indicative of how the Company will perform in a future quarter.
2. Basis of preparation and going concern uncertainty
Compliance with IFRS
These condensed interim consolidated financial statements are for the three-month period ended November 30, 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, 2025.
The accounting policies adopted in the preparation of the condensed interim consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended August 31, 2025.
The condensed interim consolidated financial statements were authorized for issuance by the Board of Directors on January 13, 2026.
Going concern uncertainty
As of November 30, 2025, the Company has cash of $2,299,575 and working capital of $4,702,926. The Company has incurred recurring losses, has not yet achieved profitable operations and has a deficit of $75,894,107 since its inception. The cash flows from operations were negative for the three years ended August 31, 2025 as well as for the current three-month period ended November 30, 2025. Additional financing will be needed by the Company to fund its operations and to further commercialize the E-Motion powertrain business. These matters, when considered in aggregate, indicate the existence of a material uncertainty that raises substantial doubt about the Company’s ability to continue as a going concern for at least 12 months from the issuance of these consolidated financial statements. In view of these matters, continuation as a going concern depends 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.
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
The Company is evaluating several different strategies and is actively pursuing actions that are expected to increase its liquidity position, including, but not limited to, pursuing additional cost savings initiatives and seeking additional financing from both the public and private markets through the issuance of equity securities. For the year ended August 31, 2025, the Company was able to raise net proceeds from issuance of shares of $25,103,817. However, the Company's management cannot provide assurances that the Company will be successful in accomplishing any of its proposed financing plans. Management also cannot provide any assurance as to unforeseen circumstances that could occur within the next 12 months which could increase the Company’s need to raise additional capital on an immediate basis, which additional capital may not be available to the Company.
The accompanying condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. These condensed interim consolidated financial statements as at and for the three-month period ended November 30, 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 U.S. 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.
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
Details of the Company’s significant subsidiaries at the end of the reporting period are set out below.
| Name of subsidiary | Principal activity | Country of incorporation and operation | Proportion of ownership held by the Company | |||
| 7858078 Canada Inc. | Owns an electric boat rental center | Canada | 100% | |||
| NVG Holdings Inc. | Holding company | United States | 100% | |||
| Nautical Ventures Group Inc. | Operates a boat retailing business | United States | 100% | |||
| Nautical Ventures North LLC | Operates a boat retailing business | United States | 100% | |||
| Nautical Ventures Marine LLC | Operates a boat retailing business | United States | 100% | |||
| NV Marina LLC | Operates a boat retailing business | United States | 100% | |||
| Nautical Ventures West LLC | Operates a boat retailing business | United States | 100% | |||
| Nautical Ventures Panhandle LLC | Operates a boat retailing business | United States | 100% | |||
| Vision Watersports Corp. | Operates a boat retailing business | United States | 100% | |||
| EB Rental Ventura Corp. | Operates an electric boat rental center | United States | 100% | |||
| EB Rental FL Corp. | Operates an electric boat rental center | United States | 100% | |||
| EBR Palm Beach Inc. | Operates an electric boat rental center | United States | 100% | |||
| Vision Marine Technologies Corp. | Operates an electric boat service center | United States | 100% |
Change in presentation currency
The functional currency of the Company on a stand-alone basis remains the Canadian dollar. The functional currency of 7858078 Canada Inc. is the Canadian dollar, while the functional currency for NVG Holdings Inc., Nautical Ventures Group Inc., Nautical Ventures North LLC, Nautical Ventures Marine LLC, NV Marina LLC, Nautical Ventures West LLC, Nautical Ventures Panhandle LLC, Vision Watersports Corp., EB Rental Ventura Corp., EB Rental FL Corp., EBR Palm Beach Inc., Vision Marine Technologies Corp. is the U.S. dollar. Effective June 20, 2025, the Company changed its presentation currency from Canadian dollars to U.S. dollars. The change was made to enhance the relevance and reliability of the Company’s financial reporting given its increased U.S. operations resulting from the acquisition of NVG.
In accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, this change in presentation currency was applied retrospectively as if the new presentation currency had always been the Company's presentation currency and, accordingly, the comparative figures for the three-month period ended November 30, 2024 have been restated (including in the notes to the condensed interim consolidated financial statements).
In accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates, comparative financial information has been translated into U.S. dollars as follows:
| · | assets and liabilities at closing exchange rates at the respective reporting dates; |
| · | equity transactions at historical exchange rates; and |
| · | income and expenses at average exchange rates for the respective periods. |
Resulting translation differences were recognized in accumulated other comprehensive income.
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
The following table reconciles the movement in accumulated other comprehensive income for the periods presented:
| 2025 | 2024 | |||||||
| $ | $ | |||||||
| Balance at August 31, | 1,102,489 | 717,753 | ||||||
| Foreign currency translation differences for Canadian dollar functional currency operations | (224,447 | ) | (192,136 | ) | ||||
| Balance at November 30, | 878,042 | 525,617 | ||||||
The exchange rates for the currencies used in the preparation of the interim condensed consolidated financial statements were as follows:
Exchange rate as at: | Average
exchange rate for the three-month period ended | |||||||||||||||
| November 30,
2025 | August 31,
2025 | November 30,
2025 | November 30,
2024 | |||||||||||||
| Canadian dollar | 0.7154 | 0.7138 | 0.7164 | 0.7161 | ||||||||||||
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 2025 annual financial statements.
3. New accounting standards and interpretations
Effective as of September 1, 2025
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. When applying the amendments, an entity cannot restate comparative information. The amendments did not have a material impact on these condensed interim consolidated financial statements.
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
Standards and interpretations not yet effective
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. IFRS 18 also requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements and the notes. In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which include changing the starting point for determining cash flows from operations under the indirect method, from ‘profit or loss’ to ‘operating profit or loss’ and removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards. IFRS 18, and the amendments to the other standards, are effective for reporting periods beginning on or after 1 January 2027, but earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively. The Company is currently working to identify all impacts that the amendments will have on the primary financial statements and notes to the financial statements.
4. Business Combination – Acquisition of NVG
During the three-month period ended November 30, 2025, the Company did not identify any measurement period adjustments related to the acquisition of NVG. Accounting for the business combination remains unchanged from August 31, 2025.
5. Trade and other receivables
| As at November 30, 2025 | As at August 31, 2025 | |||||||
| $ | $ | |||||||
| Trade receivables | 367,628 | 424,686 | ||||||
| Sales taxes receivable | 78,307 | 52,518 | ||||||
| Other receivables | 5,840 | 5,980 | ||||||
| 451,775 | 483,184 | |||||||
Trade receivables disclosed above include amounts that are past due at the end of the reporting period for which the Company has not recognized an allowance for expected credit losses because there has not been a significant change in credit quality and the amounts are still considered recoverable.
As at November 30, 2025, trade receivables of $367,628 [August 31, 2025 – $424,686] were past due but not impaired. They relate to customers with no default history.
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
The aging analysis of these receivables is as follows:
| As at November 30, 2025 | As at August 31, 2025 | |||||||
| $ | $ | |||||||
| 0 – 30 | 96,186 | 83,975 | ||||||
| 31 – 60 | 4,784 | 42,775 | ||||||
| 61 – 90 | - | - | ||||||
| 91 and over | 266,658 | 297,936 | ||||||
| 367,628 | 424,686 | |||||||
There were no movements in the allowance for expected credit losses for the three-month period ended November 30, 2025 and the year ended August 31, 2025.
6. Inventories
| As at November 30, 2025 | As at August 31, 2025 | |||||||
| $ | $ | |||||||
| Raw materials | 5,336,301 | 6,037,481 | ||||||
| Work-in-process | 1,411,163 | 1,570,095 | ||||||
| Finished goods | 24,623,831 | 29,264,071 | ||||||
| 31,371,295 | 36,871,647 | |||||||
For the three-month period ended November 30, 2025, inventories recognized as an expense amounted to $11,494,505 [2024 – $138,434]. For the three-month period ended November 30, 2025, cost of sales includes depreciation of $7,977 [2024 – $8,653].
As at November 30, 2025, prepaid expenses included deposits to suppliers for future inventory purchases of $4,420,040 [August 31, 2025 – $2,693,822].
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
7. Right-of-use assets
| Premises | Moulds | Rolling stock | Total | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Cost | ||||||||||||||||
| Balance at August 31, 2024 | 106,780 | 49,983 | 126,037 | 282,800 | ||||||||||||
| Additions | - | - | 87,604 | 87,604 | ||||||||||||
| Disposals | - | - | (57,747 | ) | (57,747 | ) | ||||||||||
| Business acquisition | 8,120,517 | - | - | 8,120,517 | ||||||||||||
| Currency translation | - | (799 | ) | (1,471 | ) | (2,270 | ) | |||||||||
| Balance at August 31, 2025 | 8,227,297 | 49,184 | 154,423 | 8,430,904 | ||||||||||||
| Additions | 3,815,359 | - | 27,878 | 3,843,237 | ||||||||||||
| Disposals | (893,404 | ) | - | (27,411 | ) | (920,815 | ) | |||||||||
| Currency translation | - | (311 | ) | (1,358 | ) | (1,669 | ) | |||||||||
| Balance at November 30, 2025 | 11,149,252 | 48,873 | 153,532 | 11,351,657 | ||||||||||||
| Accumulated depreciation | ||||||||||||||||
| Balance at August 31, 2024 | 37,818 | 6,248 | 45,415 | 89,481 | ||||||||||||
| Depreciation | 241,431 | 24,535 | 53,075 | 319,041 | ||||||||||||
| Disposals | - | - | (24,061 | ) | (24,061 | ) | ||||||||||
| Business acquisition | 976,122 | - | - | 976,122 | ||||||||||||
| Balance at August 31, 2025 | 1,255,371 | 30,783 | 74,429 | 1,360,583 | ||||||||||||
| Depreciation | 564,352 | 6,030 | 18,513 | 588,895 | ||||||||||||
| Disposals | (558,377 | ) | - | (27,411 | ) | (585,788 | ) | |||||||||
| Balance at November 30, 2025 | 1,261,346 | 36,813 | 65,531 | 1,363,690 | ||||||||||||
| Net carrying amount | ||||||||||||||||
| As at August 31, 2025 | 6,971,926 | 18,401 | 79,994 | 7,070,321 | ||||||||||||
| As at November 30, 2025 | 9,887,906 | 12,060 | 88,001 | 9,987,967 | ||||||||||||
During the year ended August 31, 2025, the Company acquired NVG which resulted in the acquisition of the subsidiary’s right-of-use assets. As a result, the Company acquired right-of-use assets with a net book value of $7,144,395.
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
8. Property and equipment
| Machinery and equipment | Rolling stock | Computer equipment | Moulds | Leasehold improvements | Boat rental fleet | Total | ||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||
| Balance at August 31, 2024 | 325,120 | 35,473 | 19,228 | 830,539 | 276,973 | 214,450 | 1,701,783 | |||||||||||||||||||||
| Additions | 185,167 | - | 4,379 | - | 32,853 | 4,948 | 227,347 | |||||||||||||||||||||
| Transferred to inventory | - | - | - | - | - | (86,455 | ) | (86,455 | ) | |||||||||||||||||||
| Business acquisition | 2,367,675 | 758,754 | 392,113 | - | 311,969 | - | 3,830,511 | |||||||||||||||||||||
| Currency translation | (2,146 | ) | (152 | ) | (47 | ) | (13,072 | ) | (2,121 | ) | (3,833 | ) | (21,371 | ) | ||||||||||||||
| Balance at August 31, 2025 | 2,875,816 | 794,075 | 415,673 | 817,467 | 619,674 | 129,110 | 5,651,815 | |||||||||||||||||||||
| Additions | - | - | - | - | 60,786 | - | 60,786 | |||||||||||||||||||||
| Currency translation | (4,521 | ) | (98 | ) | (69 | ) | (11,362 | ) | (974 | ) | (1,815 | ) | (18,839 | ) | ||||||||||||||
| Balance at November 30, 2025 | 2,871,295 | 793,977 | 415,604 | 806,105 | 679,486 | 127,295 | 5,693,762 | |||||||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||||||
| Balance at August 31, 2024 | 207,622 | 27,156 | 16,574 | 114,875 | 160,930 | 4,644 | 531,801 | |||||||||||||||||||||
| Depreciation | 102,318 | 27,476 | 21,867 | 32,409 | 94,793 | 22,736 | 301,599 | |||||||||||||||||||||
| Transferred to Inventory | - | - | - | - | - | (5,325 | ) | (5,325 | ) | |||||||||||||||||||
| Business acquisition | 758,843 | 476,157 | 196,172 | - | 85,513 | - | 1,516,685 | |||||||||||||||||||||
| Balance at August 31, 2025 | 1,068,783 | 530,789 | 234,613 | 147,284 | 341,236 | 22,055 | 2,344,760 | |||||||||||||||||||||
| Depreciation | 85,134 | 25,472 | 13,713 | 7,877 | 30,506 | 2,972 | 165,674 | |||||||||||||||||||||
| Balance at November 30, 2025 | 1,153,917 | 556,261 | 248,326 | 155,161 | 371,742 | 25,027 | 2,510,434 | |||||||||||||||||||||
| Net carrying amount | ||||||||||||||||||||||||||||
| As at August 31, 2025 | 1,807,033 | 263,286 | 181,060 | 670,183 | 278,438 | 107,055 | 3,307,055 | |||||||||||||||||||||
| As at November 30, 2025 | 1,717,378 | 237,716 | 167,278 | 650,944 | 307,744 | 102,268 | 3,183,328 | |||||||||||||||||||||
During the year ended August 31, 2025, the Company acquired NVG which resulted in the acquisition of the subsidiary’s property and equipment. As a result, the Company acquired property and equipment with a net book value of $2,313,826.
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
9. Intangible assets and goodwill
Intellectual Property $ | Software $ | Patents $ | Trade
$ | Backlog $ | Website $ | Total $ | ||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||
| Balance at August 31, 2024 | 772,225 | 76,181 | 46,932 | 77,335 | 62,794 | 14,872 | 1,050,339 | |||||||||||||||||||||
| Additions | - | - | 99,407 | - | - | - | 99,407 | |||||||||||||||||||||
| Business acquisition | - | - | - | 270,448 | - | - | 270,448 | |||||||||||||||||||||
| Currency translation | (7,542 | ) | 270 | (1,403 | ) | 26 | - | - | (8,649 | ) | ||||||||||||||||||
| Balance at August 31, 2025 | 764,683 | 76,451 | 144,936 | 347,809 | 62,794 | 14,872 | 1,411,545 | |||||||||||||||||||||
| Additions | - | - | 14,513 | - | - | - | 14,513 | |||||||||||||||||||||
| Currency translation | (425 | ) | (473 | ) | (2,298 | ) | (20 | ) | - | - | (3,216 | ) | ||||||||||||||||
| Balance at November 30, 2025 | 764,258 | 75,978 | 157,151 | 347,789 | 62,794 | 14,872 | 1,422,842 | |||||||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||||||
| Balance at August 31, 2024 | 276,363 | 38,204 | 947 | 42,055 | 40,817 | 8,180 | 406,566 | |||||||||||||||||||||
| Depreciation | 82,806 | 10,337 | 8,464 | 26,182 | 12,560 | 2,976 | 143,325 | |||||||||||||||||||||
| Impairment loss | 380,457 | - | - | - | - | - | 380,457 | |||||||||||||||||||||
| Balance at August 31, 2025 | 739,626 | 48,541 | 9,411 | 68,237 | 53,377 | 11,156 | 930,348 | |||||||||||||||||||||
| Depreciation | 1,133 | 2,279 | 3,680 | 17,381 | 3,140 | 744 | 28,357 | |||||||||||||||||||||
| Balance at November 30, 2025 | 740,759 | 50,820 | 13,091 | 85,618 | 56,517 | 11,900 | 958,705 | |||||||||||||||||||||
Net carrying amount | ||||||||||||||||||||||||||||
| As at August 31, 2025 | 25,057 | 27,910 | 135,525 | 279,572 | 9,417 | 3,716 | 481,197 | |||||||||||||||||||||
As at November 30, 2025 | 23,499 | 25,158 | 144,060 | 262,171 | 6,277 | 2,972 | 464,137 | |||||||||||||||||||||
During the year ended August 31, 2025, the Company acquired NVG which resulted in the recognition of the subsidiary’s brand name as an intangible asset valued at $270,448.
During the three-month period ended November 30, 2025, the Company completed one patent application for a cash consideration of $14,513. During the year ended August 31, 2025, the Company completed seven patent applications for a cash consideration of $99,407.
During the year ended August 31, 2025, the Company identified indicators of impairment relating to the intellectual property (“IP”) associated with its E-Motion™ Electric Powertrain System. The impairment is primarily due to the limited historical revenues generated from this technology and updated cash flow projections. In accordance with IAS 36, Impairment of Assets, the Company estimated the recoverable amount of the IP as the higher of value-in-use and fair value less costs of disposal. In addition, the Company performed a calculation of the recoverable amount using an income approach under the relief-from-royalty method. Based on this analysis, the recoverable amount of the IP was determined to be $25,057, compared to a carrying amount of $411,690, resulting in the recognition of an impairment loss of $380,457 during the year.
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
10. Trade and other payables
| As at November 30, 2025 | As at August 31, 2025 | |||||||
| $ | $ | |||||||
| Trade payables | 8,949,420 | 8,050,660 | ||||||
| Related party interest payable [note 16] | 8,265 | 6,058 | ||||||
| Salaries, vacation and other employee benefits payables | 335,975 | 551,072 | ||||||
| 9,293,660 | 8,607,790 | |||||||
11. Contract liabilities
| As at November 30, 2025 | As at August 31, 2025 | |||||||
| $ | $ | |||||||
| Opening balance | 5,674,870 | 613,477 | ||||||
| Payments received in advance | 16,026,033 | 12,195,155 | ||||||
| Payments reimbursed | (324,836 | ) | (16,000 | ) | ||||
| Transferred to revenues | (15,461,287 | ) | (11,781,960 | ) | ||||
| Business acquisition | - | 4,675,341 | ||||||
| Currency translation | (13,752 | ) | (11,143 | ) | ||||
| Closing balance | 5,901,028 | 5,674,870 | ||||||
12. Lease liabilities
| As at November 30, 2025 | As at August 31, 2025 | |||||||
| $ | $ | |||||||
| Opening balance | 7,005,591 | 192,566 | ||||||
| Additions | 3,843,237 | 87,604 | ||||||
| Repayment | (565,888 | ) | (492,496 | ) | ||||
| Interest on lease liability | 140,466 | 41,478 | ||||||
| Lease termination | (291,004 | ) | (34,926 | ) | ||||
| Business acquisition | - | 7,213,676 | ||||||
| Currency translation | 82 | (2,311 | ) | |||||
| Closing balance | 10,132,484 | 7,005,591 | ||||||
| Current | 2,460,592 | 1,666,853 | ||||||
| Non-current | 7,671,892 | 5,338,738 | ||||||
| 10,132,484 | 7,005,591 | |||||||
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
Future undiscounted lease payments as at November 30, 2025 are as follows:
| $ | ||||
| Less than one year | 3,200,676 | |||
| One to five years | 8,672,660 | |||
| 11,873,336 | ||||
Included in rent expense for the three-month period ended November 30, 2025 is $434,346 of short-term lease expense [2024 – $112,062]. As at November 30, 2025, the lease liabilities have a weighted average interest rate of 8.19% [August 31, 2025 – 7.93%).
13. Floor plan financing
The Company finances most of its new and certain of its used boat inventory through standardized floor plan facilities with either various financial institutions and manufacturer-affiliated finance companies or directly with individual manufacturer-affiliated finance companies and other lending institutions. The new and used boat floor plan facilities bear interest at variable rates based on either SOFR or prime rates, depending on the lender arrangement. The weighted average interest rate on floor plan facilities was 9.7% as of August 31, 2025. The new and used boat floor plan facilities are collateralized by boat inventory and other assets. The vehicle floor plan facilities contain a number of covenants, including, among others, covenants restricting the Company with respect to the creation of liens and changes in ownership, officers and key management personnel.
Prior to the Company’s acquisition of NVG, NVG had not been compliant with all covenants of its floor plan and mortgage lenders due to the change of ownership when NVG purchased 86% of the shares held by a founding shareholder in 2023 as well as the change of ownership that has occurred with acquisition of 100% of NVG by the Company. In addition, NVG had not been compliant with the covenant requiring threshold Debt Service Coverage Ratios due to the reduced margins throughout 2024 caused by excessive dealer inventory levels, fierce competition and high floor plan interest triggering technical defaults with five of its lenders, namely:
| · | Wells Fargo Commercial Finance | |
| · | Bank of Montreal (BMO) | |
| · | Valley National Bank | |
| · | Shore Premier/Centennial Bank | |
| · | Northpoint Commercial Finance |
At the Acquisition Date, all of the above lenders, except for Wells Fargo Commercial Finance, had consented to the change of ownership and signed forbearance agreements as the Company regains profitability and updates documentation with all lenders post-acquisition. The floor plan owed to Wells Fargo Commercial Finance in the amount of $1,907,751 was assumed by one of the Company’s suppliers, Beneteau Group. The Company remains in good standing with all of its current floor plan lenders at November 30, 2025.
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
The table below summarizes the movement in the floor plan financing during the three-month period ended November 30, 2025 and the fiscal year ended August 31, 2025:
As at November 30, $ | As
at 2025 $ | |||||||
| Opening balance | 32,511,664 | - | ||||||
| Proceeds received from floor plan lenders | 44,937 | 1,069,341 | ||||||
| Payments reimbursed to floor plan lenders | (10,281,211 | ) | (10,531,983 | ) | ||||
| Business acquisition | - | 41,974,306 | ||||||
| Closing balance | 22,275,390 | 32,511,664 | ||||||
14. Long-term debt
As at November 30, $ | As
at 2025 $ | |||||||
| Term loans, bearing interest at rates varying between 9.44% and 13.87%, repayable in monthly instalments of $13,609, ending December 2026 | 170,051 | 189,864 | ||||||
| Equipment loan bearing interest at 7% per annum repayable in monthly instalments of $8,154 maturing July 11, 2030 | 388,598 | 397,680 | ||||||
| Equipment loan bearing interest at 6.75% per annum repayable in monthly instalments of $15,947 maturing June 1, 2030 | 740,886 | 775,740 | ||||||
| Promissory note bearing interest at variable rates repayable in monthly instalments of $25,000 maturing May 15, 2026 | 140,000 | 200,042 | ||||||
| Short-term loan bearing fixed interest of $25,000 repayable on demand | 250,000 | - | ||||||
| Small Business Administration interest-free loan bearing repayable in monthly instalments of $1,000 | 147,693 | 149,029 | ||||||
| Equipment loans from First Horizon Bank averaging interest at 4.53% with varying maturities extending between September 2025 and January 2028 | 210,378 | 252,795 | ||||||
| Automobile loans bearing interest at rates varying between 0% to 1.9% per annum extending between May 2026 and February 2028 | 57,397 | 65,845 | ||||||
| 2,105,003 | 2,030,995 | |||||||
| Current portion of long-term debt | 844,299 | 657,110 | ||||||
| 1,260,704 | 1,373,885 | |||||||
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
15. Derivative liabilities
Warrants issued to common shareholders
On January 19, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 412 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of $5,683.50.
On February 17, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 353 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of $5,683.50.
On April 19, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 283 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of $5,683.50.
On June 16, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 367 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of $5,467.50.
On August 2, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 368 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of $5,467.50.
On September 20, 2023, as part of a share subscription (note 23), the Company issued warrants with the option to purchase 277 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of $5,467.50.
On December 13, 2023, the Company agreed to reduce the exercise price of 2,060 of its previously issued warrants to $1,417.50.
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 $15.00.
The table below lists the assumptions used to determine the fair value of these warrant grants or issuances. Volatility is based on the historical share price volatility of the Company and other public companies with characteristics similar to the Company.
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
| Original Exercise price | Market price | Expected volatility | Risk-free interest rate | Expected life | ||||||||||||||||
| Issuance date | $ | $ | % | % | (years) | |||||||||||||||
| January 19, 2023 | 5,683.50 | 5,683.50 | 100 | 3.4 | 3 | |||||||||||||||
| February 17, 2023 | 5,683.50 | 6,061.50 | 100 | 4.0 | 3 | |||||||||||||||
| April 19, 2023 | 5,683.50 | 5,595.75 | 75 | 3.9 | 3 | |||||||||||||||
| June 16, 2023 | 5,467.50 | 5,616.00 | 75 | 4.1 | 3 | |||||||||||||||
| August 2, 2023 | 5,467.50 | 5,184.00 | 75 | 4.8 | 3 | |||||||||||||||
| September 20, 2023 | 5,467.50 | 4,428.00 | 75 | 4.8 | 3 | |||||||||||||||
| January 14, 2025 | 15.00 | 14.00 | 99 | 4.4 | 5.5 | |||||||||||||||
| Revised Exercise price | Number of warrants outstanding | Weighted average remaining contractual life | ||||||||||
| Issuance date | $ | # | (years) | |||||||||
| January 19, 2023 | 1,417.50 | 412 | 0.14 | |||||||||
| February 17, 2023 | 1,417.50 | 353 | 0.22 | |||||||||
| April 19, 2023 | 1,417.50 | 283 | 0.38 | |||||||||
| June 16, 2023 | 1,417.50 | 367 | 0.54 | |||||||||
| August 2, 2023 | 1,417.50 | 368 | 0.67 | |||||||||
| September 20, 2023 | 1,417.50 | 277 | 0.81 | |||||||||
| January 14, 2025 | 15.00 | 235,320 | 4.63 | |||||||||
As at November 30, 2025, the derivative liabilities related to the warrants issued to common shareholders amounted to $98,045 [August 31, 2025 – $125,227]. For the three-month period ended November 30, 2025, the Company allocated transaction costs of nil related to the warrants issued during the period, which were recorded in net finance expense (income) [2024 – nil] [note 20].
The table below summarizes the movement in the derivative liabilities related to the warrants issued to common shareholders during the three-month period ended November 30, 2025 and the fiscal year ended August 31, 2025:
As at November 30, | As at 2025 | |||||||
| $ | $ | |||||||
| Opening balance | 125,227 | 22,655 | ||||||
| Additions | - | 2,215,564 | ||||||
| Change in estimate of fair value | (25,094 | ) | (2,181,781 | ) | ||||
| Currency translation | (2,088 | ) | 68,789 | |||||
| Closing balance | 98,045 | 125,227 | ||||||
For the three-month period ended November 30, 2025, the Company recorded a gain of $25,094 related to the valuation of these instruments in net finance income [2024 – $21,886] [note 20].
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 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 $1,000 per share and were convertible into Voting Common Shares of the Company at the election of the holder at any time at a price of $1,417.50 per share, exercise price subject to adjustment. The Series A Convertible Preferred Shares were convertible at the election of its holder into that number of Voting Common Shares determined by dividing its stated value (plus any and all other amounts which may be owing in connection therewith) by the exercise price, subject to certain beneficial ownership limitations which prohibited any holder from converting into an amount of Voting Common Shares that would cause such holder to beneficially own more than 4.99% of the then outstanding Voting Common Shares). On the one-year anniversary of the original issuance date, the Series A Convertible Preferred Shares automatically converted into Voting Common Shares at the lesser of the then exercise price, and 80% of the average volume-weighted average price of the Company’s Voting Common Shares during the five trading days ending on, and including, such date. The conversion price for the Series A Convertible Preferred Shares had a floor of $405.00. The holder also received 1 warrant to purchase Voting Common Shares per $1,000 stated value of the Series A Convertible Preferred Shares held that are exercisable for a period of 5 years from the issuance date at a price of $1,417.50 per share. In addition, the holder received an option to purchase one additional Series A Convertible Preferred Share and 1 warrant to purchase Voting Common Shares per each Series A Convertible Preferred Share held for a period of 6 months from the issuance date at the stated value of $1,000.
On December 21, 2023, the Company issued 3,000 Series A Convertible Preferred Shares and 2,124 warrants to purchase Voting Common Shares for a total cash consideration of $3,000,000. For the fiscal year ended August 31, 2024, the Company incurred transaction costs of $452,398 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 $199,069 [note 17].
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.
During the fiscal year ended August 31, 2025, 400 Series A Convertible Preferred Shares were converted into 988 Voting Common Shares at a value of $100,610 [note 17].
On December 21, 2024, the Company forced the conversion of 1,950 Series A Convertible Preferred Shares into 4,821 Common Shares at a value of $71,784 [note 17].
Given the variability associated with the various components of this instrument, these instruments were recorded as derivative liabilities and will be subject to fair value adjustments at the issuance date and at subsequent balance sheet dates. The fair value was determined using the Monte Carlo simulation run under the Geometric Brownian Motion. Since the fair value is based on valuation using unobservable market inputs, the Company did not recognize the loss on initial recognition. The difference between the fair value at initial recognition and the transaction price was deferred and is recognized over time based on the individual terms of each financial instrument. This difference determined was due to delays in negotiations, the changes in the capital market and the Company’s liquidity situation.
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
The table below summarizes the movement in the derivative liabilities related to the Series A Convertible Preferred Shares including the related warrants and option to purchase additional Series A Convertible Preferred Shares and related warrants during the three-month period ended November 30, 2025 and the fiscal year ended August 31, 2025:
As at November 30, | As at 2025 | |||||||
| $ | $ | |||||||
| Opening balance | - | 514,589 | ||||||
| Revaluation at the end of the period | - | (901,504 | ) | |||||
| Accelerated amortization of the deferred loss during the period | - | 576,209 | ||||||
| Voluntary conversions to Voting Common Shares during the period | - | (100,610 | ) | |||||
| Forced conversions to Voting Common Shares during the period | - | (71,784 | ) | |||||
| Currency translation | - | (16,900 | ) | |||||
| Closing balance | - | - | ||||||
For the three-month period ended November 30, 2025, the Company recorded a gain of nil related to the valuation of these instruments in net finance expense (income) [2024 – $295,950] [note 18]. Included in the gain for the three-month period ended November 30, 2024 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 $576,207 on these instruments for the three-month period ended November 30, 2024. No amount of gain or loss was recognized for the three-month period ended November 30, 2025.
Series B Convertible Preferred Shares
On December 13, 2023, the Company authorized the issuance of Series B Convertible Preferred Shares. This class of shares ranked senior to the Voting Common Shares but retained no voting rights. They had a stated value of $1,000 per share and were convertible into Voting Common Shares of the Company at the election of the holder at any time at a price of $1,417.50 per share, exercise price subject to adjustment. The Series B Convertible Preferred Shares were convertible at the election of its holder into that number of Voting Common Shares determined by dividing its stated value (plus any and all other amounts which may be owing in connection therewith) by the exercise price, subject to certain beneficial ownership limitations which prohibited any holder from converting into an amount of Voting Common Shares that would cause such holder to beneficially own more than 4.99% of the then outstanding Voting Common Shares). On the one-year anniversary of the original issuance date, the Series B Convertible Preferred Shares automatically converted into Voting Common Shares at the lesser of the then exercise price, and 80% of the average volume-weighted average price of the Company’s Voting Common Shares during the five trading days ending on, and including, such date. The conversion price for the Series B Convertible Preferred Shares had a floor of $405.00. The holder also received 1 warrant to purchase Voting Common Shares per $1,000 stated value of the Series B Convertible Preferred Shares held that are exercisable for a period of 5 years from the issuance date at a price of $1,417.50 per share.
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
On January 17, 2024, the Company issued 3,000 Series B Convertible Preferred Shares and 2,117 warrants to purchase Voting Common Shares for a total cash consideration of $3,000,000. For the fiscal year ended August 31, 2024, the Company incurred transaction costs of $676,621 related to this issuance.
On January 17, 2025, the Company forced the conversion of 3,000 Series B Convertible Preferred Shares into 7,408 Common Shares at a value of $136,298 [note 17].
Given the variability associated with the various components of this instrument, these instruments were recorded as derivative liabilities and will be subject to fair value adjustments at the issuance date and at subsequent balance sheet dates. The fair value was determined using the Monte Carlo simulation run under the Geometric Brownian Motion. Since the fair value is based on valuation using unobservable market inputs, the Company did not recognize the loss on initial recognition. The difference between the fair value at initial recognition and the transaction price was deferred and is recognized over time based on the individual terms of each financial instrument. This difference determined was due to delays in negotiations, the changes in the capital market and the Company’s liquidity situation.
The table below summarizes the movement in the derivative liabilities related to the Series B Convertible Preferred Shares including the related warrants during the three-month period ended November 30, 2025 and the fiscal year ended August 31, 2025:
As at November 30, | As at 2025 | |||||||
| $ | $ | |||||||
| Opening balance | 673 | 1,078,936 | ||||||
| Revaluation at the end of the period | (185 | ) | (1,482,319 | ) | ||||
| Accelerated amortization of the deferred loss during the period | - | 580,881 | ||||||
| Forced conversions to Voting Common Shares during the period | - | (136,298 | ) | |||||
| Currency translation | (12 | ) | (40,527 | ) | ||||
| Closing balance | 476 | 673 | ||||||
For the three-month period ended November 30, 2025, the Company recorded a gain of $184 related to the valuation of these instruments in net finance expense (income) [2024 – $880,455] [note 18]. Included in the gain for the three-month period ended November 30, 2024 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 $565,436 on these instruments for the three-month period ended November 30, 2024. No amount of gain or loss was recognized for the three-month period ended November 30, 2025.
Purchase consideration – NVG acquisition
As part of the NVG acquisition [note 4], the Company entered into the following financial instruments:
| · | The Initial Convertible Note is a convertible promissory note which was issued to Roger Moore, a related party [note 16], on June 20, 2025 for $4 million, with a maturity date of June 20, 2027. The convertible note accrues interest at 6.0% per annum and has monthly interest payments of $20,000. The convertible note can be converted at anytime to Voting Common Shares of the Company at an exercise price of $8.624. |
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
| · | The Subsequent Convertible Note is a convertible promissory note which is expected to be issued to Roger Moore, a related party [note 16], for $2 million with a term of 36 months. The convertible note will accrue interest at 6.0% per annum and have monthly interest payments of $10,000. The convertible note will be convertible at anytime to Voting Common Shares of the Company at an exercise price of $8.624. The issuance is contingent on the outcome of certain legal claims against NVG. A 50% probability was assigned to the issuance of this instrument. |
| · | The Real Estate Note is a convertible promissory note which was issued to Roger Moore, a related party [note 16], on October 21, 2025 following completion of certain real estate transactions [note 16], for $2 million with a term of 36 months. The convertible note accrues interest at 6.0% per annum and has monthly interest payments of $10,000. The convertible note will be convertible at anytime to Voting Common Shares of the Company at an exercise price of $8.624. |
| · | The Share Consideration consists of up to 255,012 Voting Common Shares of the Company to be issued to Roger Moore, a related party [note 16]. The issuance is contingent on the completion of certain real estate transactions [note 16]. |
The Initial Convertible Note, the Subsequent Convertible Note and the Real Estate Note contain embedded conversion features which require bifurcation into debt and option components in accordance with IAS 32 and IFRS 9. On June 20, 2025, the acquisition date of NVG, the fair value of each component was determined in accordance with IFRS 13 using valuation techniques consistent with those applied by an independent valuation specialist.
The debt components were valued using a discounted cash flow model based on the contractual interest and principal payments, discounted using credit-adjusted market yields reflective of the Company’s estimated unsecured borrowing rate and observable credit spreads for CCC-rated U.S. Consumer Discretionary issuers with similar maturities. Where applicable, present-value adjustments were applied to instruments expected to be issued at a future date.
The conversion option components were valued using a Black-Scholes option pricing model, which incorporated Level 3 inputs including:
| · | the Company’s quoted share price on the valuation date; |
| · | expected volatility based on historical daily, weekly and monthly volatility observations for the Company and comparable issuers; |
| · | risk-free interest rates derived from U.S. Treasury yields with maturities matching each instrument’s expected life; |
| · | expected terms to maturity consistent with the contractual lives of each instrument (adjusted for expected issuance timing where relevant); |
| · | a 0% dividend yield; and |
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
| · | for the Subsequent Convertible Note, a 50% probability weighting to reflect the contingent issuance conditions. |
The contingent Share Consideration was measured at the Company’s closing share price on June 20, 2025 of $7.84, adjusted for a discount for lack of marketability of 25%. As the Share Consideration meets the definition of an equity-settled instrument, it was recorded in Contributed Surplus.
In accordance with IFRS 9, each convertible note was assessed to determine whether the conversion option was closely related to the debt host. As the conversion features were not considered closely related, each note was bifurcated into (i) a long-term debt host measured at amortized cost and (ii) an embedded derivative measured at Fair Value Through Profit and Loss. In addition, the contingent share consideration was evaluated and classified as equity.
At June 20, 2025, the embedded conversion options within the three notes were valued using a Black-Scholes option pricing model, taking into account expected volatility, risk-free rates, remaining terms, and the fixed conversion price. The corresponding debt hosts were measured using credit-adjusted market discount rates.
Given the variability associated with the various components of these instruments, they were recorded as debt hosts and derivative liabilities and will be subject to fair value adjustments at the issuance date and at subsequent balance sheet dates.
The allocation between debt hosts and embedded derivatives at June 20, 2025 is as follows:
Debt Host | Derivative Liability | |||||||
| $ | $ | |||||||
| Initial Convertible Note | 3,282,369 | 2,319,565 | ||||||
| Subsequent Convertible Note | 695,572 | 540,026 | ||||||
| Real Estate Note | 1,376,954 | 1,168,059 | ||||||
| 5,354,895 | 4,027,650 | |||||||
The allocation between debt hosts and embedded derivatives at August 31, 2025 is as follows:
Debt Host | Derivative Liability | |||||||
| $ | $ | |||||||
| Initial Convertible Note | 3,111,810 | 205,065 | ||||||
| Subsequent Convertible Note | 653,262 | 56,261 | ||||||
| Real Estate Note | 1,283,434 | 123,012 | ||||||
| 5,048,506 | 384,338 | |||||||
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
The allocation between debt hosts and embedded derivatives at November 30, 2025 is as follows:
Debt Host | Derivative Liability | |||||||
| $ | $ | |||||||
| Initial Convertible Note | 3,066,374 | 152,523 | ||||||
| Subsequent Convertible Note | 721,265 | 46,573 | ||||||
| Real Estate Note | 1,442,537 | 106,759 | ||||||
| 5,230,176 | 305,855 | |||||||
The table below summarizes the movement in the derivative liabilities related to the purchase consideration instruments during the fiscal years ended August 31, 2025 and 2024:
As at November 30, | As at 2025 | |||||||
| $ | $ | |||||||
| Opening balance | 384,338 | - | ||||||
| Fair value at issuance | - | 4,027,650 | ||||||
| Revaluation during the period due to partial settlements of underlying convertible note due to related party recorded in contributed surplus | (17,578 | ) | - | |||||
| Revaluation at the end of the period | (60,905 | ) | (3,643,312 | ) | ||||
| Closing balance | 305,855 | 384,338 | ||||||
For the three-month period ended November 30, 2025, the Company recorded a loss of $340,940 related to the valuation of the debt hosts [2024 – nil] and a gain of $60,905 related to the valuation of the derivative liabilities [2024 – nil] in net finance expense (income) [note 18].
16. Related party transactions
Companies related through common ownership
EB Rental Ltd. [prior to June 3, 2021]
7858078 Canada Inc. [prior to June 3, 2021]
Montana Strategies Inc. [prior to April 25, 2024]
Strategies EB Inc. [prior to April 25, 2024]
Key management personnel of the Company have control over the following entities
California Electric Boat Company Inc.
Hurricane Corporate Services Ltd. (prior to March 1, 2024)
Mac Engineering SASU (prior to July 11, 2025)
Marine Ventures LLC (since June 20, 2025)
1925 Holiday Holdings LLC (since June 20, 2025)
300 US 1 Holdings LLC (since June 20, 2025)
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
Palm City Marine LLC (since June 20, 2025)
NVPB Marina Holdings LLC (since June 20, 2025)
NV FL 1440 Holdings LLC (since June 20, 2025)
NV FL Holdings LLC (since June 20, 2025)
Nautical Ventures South Inc. (since June 20, 2025)
Ultimate founder shareholders and their individually controlled entities
Alexandre Mongeon
Patrick Bobby
Robert Ghetti
9335-1427 Quebec Inc.
9519-0682 Quebec Inc.
Immobilier R. Ghetti Inc.
Société de Placement Robert Ghetti Inc.
Proceeds receivable from related parties
Under the Real Estate Agreement entered into concurrently with the acquisition of NVG, the Company is entitled to recover value from six real estate properties owned by Marine Ventures LLC and other related entities, either through:
| (i) | receipt of net cash proceeds upon sale to third parties; or |
| (ii) | non-cash settlement through the transfer of the underlying properties to the Company at fair market value, net of outstanding mortgage balances and transaction costs. |
The Proceeds receivable from related parties represents the Company’s contractual right to recover value through either of these settlement mechanisms and, accordingly, is presented as a financial asset rather than as real estate or investment property until settlement occurs.
As at the acquisition date of June 20, 2025, the Company recognized Proceeds receivable from related parties of $10,389,917, representing the fair value of its right to receive such proceeds. As at August 31, 2025, the balance of Proceeds receivable from related parties remained $10,389,917.
In October 2025, two of the six properties were sold by Marine Ventures LLC, resulting in the receipt of net cash proceeds of $3,833,603 during the three-month period ended November 30, 2025. Following these transactions, the non-interest-bearing demand note receivable from Marine Ventures LLC was fully settled, and the remaining balance of $6,556,314 represents a contingent receivable related to the remaining properties.
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
As at November 30, 2025, the fair value of the Proceeds receivable from related parties was $6,556,314, which is disaggregated by expected settlement mechanism as follows:
| Number of | Discounted receivable | |||||||
| Expected settlement mechanism | properties | $ | ||||||
| Sale to third party (cash settlement) | 1 | 4,287,196 | ||||||
| Transfer to the Company (non-cash settlement) | 3 | 2,369,118 | ||||||
| Total Proceeds receivable from related party | 4 | 6,556,314 | ||||||
For properties expected to be sold to third parties, the receivable reflects estimated net cash proceeds based on fair market value, less outstanding mortgage balances, selling commissions and transaction costs, discounted to present value based on the expected timing of sale.
For properties expected to be transferred to the Company rather than sold to third parties, collectability is achieved through delivery of the underlying real estate assets measured at fair value, rather than through external liquidation. This settlement mechanism does not impair collectability, as the Company ultimately recovers value equivalent to the receivable through acquisition of identifiable real estate assets.
Because the cash flows associated with the Proceeds receivable from related parties are not solely payments of principal and interest, the contingent receivable is measured at fair value through profit or loss in accordance with IFRS 9.
At November 30, 2025, the fair value of $6,556,314 reflected:
| · | management’s estimate of expected net proceeds or fair value of properties to be transferred; |
| · | the expected timing of settlement, ranging from April 2026 to November 2026; |
| · | probability-weighted outcomes consistent with market participant assumptions; and |
| · | discounting of estimated cash flows using credit-adjusted discount rates ranging from approximately 16.4% to 16.6%. |
Although updated valuation work indicates potential upside relative to the current carrying amount, management has concluded that it would not be appropriate to recognize any increase in the receivable at November 30, 2025 due to the absence of corroborating transactional evidence, such as executed sale agreements or completed property transfers, as of the reporting date.
A 100% probability was assigned to realization of the Proceeds receivable from related parties based on the valuations and sales processes in place at the acquisition date.
Right of use assets and lease liabilities
The Company leases four properties from Marine Ventures LLC. These leases are accounted for as right-of-use assets and lease liabilities. As at November 30, 2025, the right-of-use asset for these leases was $5,921,805 [August 31, 2025 – $6,360,457] and the lease liability was $6,017,474 [August 31, 2025 – $6,290,920].
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
Related party transactions and balances
The following table summarizes the Company’s related party transactions for the period:
| Three-month period ended November 30, 2025 | Three-month period ended November 30, 2024 | |||||||
| $ | $ | |||||||
| Expenses | ||||||||
| Research and development | ||||||||
| Mac Engineering, SASU | - | 795,875 | ||||||
| Interest expense | ||||||||
| Roger Moore | 66,630 | - | ||||||
| Rent expense | ||||||||
| California Electric Boat Company | 50,731 | 48,219 | ||||||
| Marine Ventures LLC | 143,720 | - | ||||||
| Income booked through Contributed Surplus | ||||||||
| Management fees | ||||||||
| Marine Ventures LLC | 159,269 | - | ||||||
The following table summarizes the remuneration paid to directors and key management of the Company:
| Three-month period ended November 30, 2025 | Three-month period ended November 30, 2024 | |||||||
| $ | $ | |||||||
| Salaries and benefits | 438,012 | 255,271 | ||||||
| Share-based payments – capital stock | 29,588 | 63,671 | ||||||
| Share-based payments – stock options | 7,174 | 7,689 | ||||||
| 474,774 | 326,631 | |||||||
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
The amounts due to and from related parties are as follows:
| As at November 30, 2025 | As at August 31, 2025 | |||||||
| $ | $ | |||||||
| Share subscription receivable | ||||||||
| 9335-1427 Quebec Inc. | 17,884 | 18,193 | ||||||
| Alexandre Mongeon | 10,158 | 10,333 | ||||||
| 28,042 | 28,526 | |||||||
| Amounts due to related parties included in trade and other payable | ||||||||
| Alexandre Mongeon | 11,538 | 16,946 | ||||||
| Raffi Sossoyan | 3,802 | 7,277 | ||||||
| Roger Moore* | 14,996 | 19,520 | ||||||
| Maxime Poudrier | 2,885 | - | ||||||
| Daniel Rathe | 3,077 | 6,154 | ||||||
| 1925 Holiday Holdings LLC | 32,900 | - | ||||||
| Palm City Marine LLC | 8,505 | - | ||||||
| NVPB Marina Holdings LLC | 24,973 | - | ||||||
| NV FL 1440 Holdings LLC | 27,975 | - | ||||||
| NV FL Holdings LLC | 100,142 | - | ||||||
| 230,793 | 49,897 | |||||||
*includes interest payable at November 30, 2025 of $8,265 (August 31, 2025 - $6,058)
| As at November 30, 2025 |
As at August 31, 2025 |
|||||||
| $ | $ | |||||||
| Proceeds receivable from related parties | ||||||||
| Non-interest bearing demand note receivable from Marine Ventures LLC | - | 3,422,154 | ||||||
| Contingent receivable from Marine Ventures LLC | 6,556,314 | 6,967,763 | ||||||
| 6,556,314 | 10,389,917 | |||||||
| Purchase consideration payable to related party | ||||||||
| Initial Convertible Note due to Roger Moore (note 15) | 3,066,374 | 3,111,810 | ||||||
| Subsequent Convertible Note due to Roger Moore (note 15) | 721,265 | 653,262 | ||||||
| Real Estate Note due to Roger Moore (note 15) | 1,442,537 | 1,283,434 | ||||||
| 5,230,176 | 5,048,506 | |||||||
Share subscription receivable and amounts due to related parties included in trade and other payables are non-interest bearing and have no specified terms of repayment.
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
17. 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 November 30, 2025 | As at August 31, 2025 | |||||||
| $ | $ | |||||||
| 5,008,735 Voting Common Shares [August 31, 2025 – 4,907,137] | 67,258,808 | 67,116,420 | ||||||
| 48 Pre-Funded Warrants [August 31, 2025 – 48] | 28,252 | 28,252 | ||||||
| 67,287,060 | 67,144,672 | |||||||
During the three-month period ended November 30, 2025, the Company issued a total of 101,598 Voting Common Shares to third parties in exchange for marketing, management consulting services, and board fees provided to the Company valued at $142,388. 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.
18. Share-based payments
Stock options
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.
On multiple grant dates, the Company granted stock options at exercise prices varying between $6.61 and $6,088.50 per share to directors, officers, employees and consultants of the Company. The stock options will expire 5 to 10 years from the grant dates.
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
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 period ended November 30, 2025 amounts to $8,172 [2024 – $13,131]. 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 price | Market price | Expected volatility | Risk-free rate | Expected life | ||||||||||||||||
| Grant date | $ | $ | % | % | (years) | |||||||||||||||
| November 30, 2022 | 6,088.50 | 6,088.50 | 107 | 3.1 | 5 | |||||||||||||||
| December 1, 2022 | 5,872.50 | 5,872.50 | 107 | 3.0 | 5 | |||||||||||||||
| March 22, 2023 | 5,683.50 | 5,055.75 | 75 | 3.6 | 2 | |||||||||||||||
| March 25, 2023 | 5,683.50 | 5,143.50 | 75 | 3.6 | 3 | |||||||||||||||
| March 25, 2023 | 5,683.50 | 5,143.50 | 75 | 3.6 | 4 | |||||||||||||||
| April 20, 2023 | 5,832.00 | 5,305.50 | 75 | 3.6 | 5 | |||||||||||||||
| December 29, 2023 | 4,630.50 | 1,512.00 | 76 | 3.1 | 5 | |||||||||||||||
| January 26, 2024 | 1,026.00 | 1,077.30 | 76 | 3.5 | 5 | |||||||||||||||
| July 25, 2025 | 6.61 | 6.60 | 101 | 2.8 | 5 | |||||||||||||||
The following tables summarize information regarding the option grants outstanding as at November 30, 2025:
| Number of options | Weighted average exercise price | |||||||
| # | $ | |||||||
| Balance at August 31, 2024 | 810 | 4,814.08 | ||||||
| Granted | 2,000 | 6.61 | ||||||
| Forfeited | (52 | ) | 5,872.50 | |||||
| Expired | (450 | ) | 3,980.04 | |||||
| Balance at August 31, 2025 | 2,308 | 789.63 | ||||||
| Expired | (121 | ) | 7,816.19 | |||||
| Balance at November 30, 2025 | 2,187 | 398.02 | ||||||
| Exercise price range | Number of options outstanding | Weighted average grant date fair value | Weighted average remaining contractual life | Exercisable options | ||||||||||||||
| $ | # | $ | [years] | # | ||||||||||||||
| 6.61 | 2,000 | 6.61 | 4.65 | 332 | ||||||||||||||
| 1,026.00 - 4,630.50 | 76 | 2,828.25 | 3.12 | 76 | ||||||||||||||
| 5,683.50 - 6,088.50 | 111 | 5,786.51 | 3.34 | 105 | ||||||||||||||
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
Warrants
As at November 30, 2025, there are 440,033 warrants to purchase Voting Common Shares outstanding [August 31, 2025 – 440,146] of which 239,497 warrants [August 31, 2025 – 239,497] are accounted for as derivative liabilities (see note 15 for details) and 200,536 warrants [August 31, 2025 – 200,649] are accounted for as contributed surplus. The following provides the details of the warrants currently outstanding that are accounted for as contributed surplus:
On December 21, 2023, the Company granted the underwriter the option to purchase 103 Voting Common Shares of the Company for a period of five years from the grant date at an exercise price of $1,417.50.
On September 16, 2024, the Company granted the underwriter the option to purchase 1,896 Voting Common Shares of the Company for a period of five years from the grant date at an exercise price of $112.50.
On January 14, 2025, the Company granted the underwriter the option to purchase 23,537 Voting Common Shares of the Company for a period of five and a half years from the grant date at an exercise price of $15.00.
On August 15, 2025, the Company granted the underwriter the option to purchase 175,000 Voting Common Shares of the Company for a period of five years from the grant date at an exercise price of $2.50.
| Exercise price | Number of warrants outstanding | Weighted average remaining contractual life | ||||||||||
| Grant date | $ | # | [years] | |||||||||
| December 21, 2023 | 1,417.50 | 103 | 3.06 | |||||||||
| September 16, 2024 | 112.50 | 1,896 | 3.80 | |||||||||
| January 14, 2025 | 15.00 | 23,357 | 4.63 | |||||||||
| August 15, 2025 | 2.50 | 175,000 | 4.71 | |||||||||
The Company recognizes share-based payments expense for warrant grants based on the fair value at the date of grant using the Black-Scholes valuation model. The share-based payments expense recognized for the three-month period ended November 30, 2025 amounts to nil [2024 – $85,918]. 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 price | Market price | Expected volatility | Risk-free interest rate | Expected life | ||||||||||||||||
| Grant date | $ | $ | % | % | [years] | |||||||||||||||
| December 21, 2023 | 1,417.50 | 1,512.00 | 76 | 4.0 | 5.0 | |||||||||||||||
| September 16, 2024 | 112.50 | 71.64 | 92 | 3.4 | 5.0 | |||||||||||||||
| January 14, 2025 | 15.00 | 18.30 | 99 | 4.4 | 5.5 | |||||||||||||||
| August 15, 2025 | 2.50 | 1.86 | 101 | 3.6 | 5.0 | |||||||||||||||
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
Restricted share unit (“RSU”) plan
Description of the plan
On September 17, 2025, the Company adopted a RSU Plan pursuant to which restricted share units (“RSUs”) may be granted to directors, officers, employees and consultants of the Company and its affiliates. Each RSU represents the right to receive one common share of the Company, issued from treasury, or, in limited circumstances, a cash equivalent, upon vesting. RSUs do not confer voting rights or dividend rights prior to vesting. The RSU Plan is administered by the Board of Directors, which determines the eligible participants, the number of RSUs granted, and the applicable vesting conditions. The maximum number of common shares issuable under the RSU Plan, together with other security-based compensation arrangements, is subject to shareholder and regulatory approval and prescribed plan limits.
On September 25, 2025, the Company granted 500,000 RSUs to its Chief Executive Officer pursuant to an individual RSU agreement entered into under the RSU Plan. The RSUs vest upon the achievement and maintenance of specified market-capitalization thresholds, measured based on the Company’s public market capitalization at the close of trading over ten consecutive trading days, as follows:
| Market capitalization threshold | Number of RSUs vesting | |||
| $15 million or more | 150,000 | |||
| $25 million or more | 150,000 | |||
| $35 million or more | 200,000 |
Unvested RSUs generally forfeit upon termination for cause or voluntary resignation without good reason. In the event of termination without cause, resignation with good reason, death or disability, unvested RSUs remain outstanding and eligible to vest in accordance with their original terms. All unvested RSUs vest immediately upon a change of control of the Company.
The RSUs are accounted for as equity-settled share-based payment arrangements in accordance with IFRS 2, as the Company’s primary obligation is to settle the awards through the issuance of common shares. Although the RSU Plan and related agreements permit settlement in cash in limited circumstances (including regulatory or plan-limit constraints), such features are contingent and do not give rise to a present obligation for cash settlement at the grant date. The RSUs were measured at fair value at the grant date based on the market price of the Company’s common shares on that date. The vesting conditions are market-based performance conditions and, accordingly, are reflected in the grant-date fair value of the awards. Compensation expense is recognized over the requisite service period and is not subsequently reversed as a result of the failure to satisfy market-based vesting conditions. Given the presence of market-based vesting conditions, management determined that a Monte Carlo simulation model was the appropriate valuation technique, as it explicitly incorporates the probability of achieving the market-cap hurdles.
The share-based compensation expense recognized for the three-month period ended November 30, 2025 amounts to $13,107 [2024 – nil]. The table below lists the assumptions used to determine the fair value of these RSUs. Volatility is based on the historical share price volatility of the Company and other public companies with characteristics similar to the Company.
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
| Market price | Expected volatility | Risk-free rate | Contractual life | Expected life | ||||||||||||||||
| Grant date | $ | % | % | (years) | (years) | |||||||||||||||
| September 25, 2025 | 1.42 | 100 | 3.68 | 10 | 5 | |||||||||||||||
The following tables summarize information regarding the RSUs outstanding as at November 30, 2025:
| Number of RSUs | ||||
| # | ||||
| Balance at August 31, 2024 | - | |||
| Granted | - | |||
| Balance at August 31, 2025 | - | |||
| Granted | 500,000 | |||
| Balance at November 30, 2025 | 500,000 | |||
19. Revenues
| Three-month period ended November 30, 2025 | Three-month period ended November 30, 2024 | |||||||
| $ | $ | |||||||
| Sales of boats | 14,697,376 | 63,753 | ||||||
| Sales of parts and boat maintenance | 938,514 | 22,457 | ||||||
| Boat rental and boat club membership revenue | 56,954 | 16,000 | ||||||
| 15,692,844 | 102,210 | |||||||
Revenues from external customers for the three-month periods ended November 30, 2025 and 2024 were primarily from the U.S.
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
20. Net finance expense (income)
| Three-month period ended November 30, 2025 | Three-month period ended November 30, 2024 | |||||||
| $ | $ | |||||||
| Interest and bank charges | 1,101,020 | 22,627 | ||||||
| Interest income | (24,010 | ) | (57 | ) | ||||
| Foreign currency exchange | (158,672 | ) | 29,150 | |||||
| Transaction costs | - | 139,453 | ||||||
| Gain on derivative liabilities [note 15] | (86,184 | ) | (1,198,291 | ) | ||||
| Loss on valuation of contingent consideration [note 15] | 340,940 | - | ||||||
| 1,173,094 | (1,007,118 | ) | ||||||
21. Fair value measurement and hierarchy
The fair value measurement of the Company’s financial and non-financial assets and liabilities utilizes market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorized into different levels based on how observable the inputs used in the valuation technique utilized are (the “fair value hierarchy”):
| · | Level 1: Quoted prices in active markets for identical items (unadjusted); |
| · | Level 2: Observable direct or indirect inputs other than Level 1 inputs; and |
| · | Level 3: Unobservable inputs (i.e., not derived from market data). |
The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognized in the period they occur.
The carrying amount of trade and other receivables, advances from related parties, floor plan financing and trade and other payables are assumed to approximate their fair value due to their short-term nature.
The fair value of long-term financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities.
The fair value of the derivative liabilities related to the warrants issued is classified as Level 3 in the fair value hierarchy and is calculated using the Black-Scholes Option Pricing Model using the historical volatility of comparable companies as an estimate of future volatility. As at November 30, 2025, the Company used volatility of approximately 75% to 101% over the remaining contractual life in order to determine the fair value of the derivative liabilities.
The fair value of the derivative liabilities related to the Series A and B Convertible Preferred Shares is classified as Level 3 in the fair value hierarchy and is calculated using the Monte Carlo simulation run under the Geometric Brownian Motion model. The significant input assumptions into the model for each valuation date include the starting share price, a 70% volatility applied to the Series A and Series B Convertible Preferred Shares as at the issuance date, a 75% volatility applied to the Series A and Series B Convertible Preferred Shares as at November 30, 2025 and a risk-free rate based on the U.S. treasury rates matching the duration of each component of the Series A and Series B Convertible Preferred Shares.
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
The fair value of the derivative liabilities related to the Initial, Subsequent, and Real Estate Notes issued or issuable as consideration with respect to the NVG acquisition is classified as Level 3 in the fair value hierarchy [note 15]. Each of the three NVG-related convertible notes contains an embedded conversion feature that is required to be measured at fair value. These values are sensitive to changes in the Company’s share price, expected volatility, credit risk, and, in the case of the Subsequent Note, a 50% probability of issuance. The sharp decline in the Company’s share price between the acquisition date (June 20, 2025) and period-end resulted in a meaningful reduction in the fair value of these embedded derivatives since the acquisition of NVG.
22. Segment information
Following the acquisition of NVG on June 20, 2025, the Company now operates with two reportable segments. The segments reflect how financial information is reviewed by the Chief Operating Decision Maker (“CODM”) for purposes of monitoring operating performance, allocating resources, and assessing results. The Company’s CODM is the Company’s Chief Executive Officer, Alexandre Mongeon. As a result of the change in the reportable segments, the Company retrospectively restated the comparative segment information for the three-month periods ended November 30, 2024 and the fiscal year ended August 31, 2025 in accordance with IFRS 8, Operating Segments, as presented below.
There are no significant transactions between the two segments, and therefore no inter-segment revenues are reported.
Reportable Segments
Vision Marine Segment
This segment includes the legacy operations of Vision Marine Technologies Inc., which primarily consist of:
| · | design and manufacture of electric boats; |
| · | sales of electric boats, motors, and related parts; |
| · | maintenance and after-sales service; and |
| · | electric boat rentals and membership-based boat clubs. |
NVG Segment
This segment includes the acquired operations of NVG and its subsidiaries, consisting of:
| · | retail dealerships for recreational boats, engines, tenders, and marine products; |
| · | marina operations and service departments; |
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
| · | boat brokerage services; and |
| · | distribution of branded and third-party marine products. |
Basis of Segmentation
The segments reflect differences in products, customers, operational focus, and strategic priorities. No segments have been aggregated. Segment results include revenue, gross profit, and segment loss before tax. Corporate overhead, financing costs, taxes, and fair value changes on derivative liabilities are managed at the consolidated level.
The CODM reviews segment information regularly to evaluate performance and allocate resources. Corporate activities, financing, fair value changes, and income taxes are not allocated to segments and are evaluated on a consolidated basis.
Segment results for the three-month period ended November 30, 2025
| Vision Marine | NVG | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Sales of boats | 129,301 | 14,568,075 | 14,697,376 | |||||||||
| Sales of parts and boat maintenance | 22,397 | 916,117 | 938,514 | |||||||||
| Boat rental and boat club membership revenue | 43,483 | 13,471 | 56,954 | |||||||||
| Segment revenues | 195,181 | 15,497,663 | 15,692,844 | |||||||||
| Segment gross profit | 102,352 | 4,095,987 | 4,198,339 | |||||||||
| Segment loss before taxes | (2,373,850 | ) | (1,947,757 | ) | (4,321,607 | ) | ||||||
| Research and development | 76,698 | - | 76,698 | |||||||||
| Office salaries and benefits | 633,303 | 1,921,044 | 2,554,347 | |||||||||
| Selling and marketing expenses | 549,568 | 1,094,641 | 1,644,209 | |||||||||
| Professional fees | 617,672 | 111,368 | 729,040 | |||||||||
| Office and general | 340,352 | 1,204,411 | 1,544,763 | |||||||||
| Share-based compensation | 21,279 | - | 27,279 | |||||||||
| Depreciation and amortization | 102,587 | 673,929 | 776,516 | |||||||||
| Net finance expense (income) | 113,014 | 1,060,080 | 1,173,094 | |||||||||
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
Segment results for the three-month period ended November 30, 2024
| Vision Marine | NVG | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Sales of boats | 63,753 | - | 63,753 | |||||||||
| Sales of parts and boat maintenance | 22,457 | - | 22,457 | |||||||||
| Boat rental and boat club membership revenue | 16,000 | - | 16,000 | |||||||||
| Segment revenues | 102,210 | - | 102,210 | |||||||||
| Segment gross profit (loss) | (36,224 | ) | - | (36,224 | ) | |||||||
| Segment loss before taxes | (1,121,398 | ) | - | (1,121,398 | ) | |||||||
| Research and development | 181,901 | - | 181,901 | |||||||||
| Office salaries and benefits | 352,373 | - | 352,373 | |||||||||
| Selling and marketing expenses | 391,838 | - | 391,838 | |||||||||
| Professional fees | 799,820 | - | 799,820 | |||||||||
| Office and general | 269,207 | - | 269,207 | |||||||||
| Share-based compensation | 13,131 | - | 13,131 | |||||||||
| Depreciation and amortization | 84,022 | - | 84,022 | |||||||||
| Net finance expense (income) | (1,007,118 | ) | - | (1,007,118 | ) | |||||||
Segment assets and liabilities as at November 30, 2025
| Vision Marine | NVG | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Segment assets | 21,735,205 | 37,929,728 | 59,664,933 | |||||||||
| Cash and cash equivalents | 1,100,717 | 1,198,858 | 2,299,575 | |||||||||
| Inventory | 5,613,743 | 25,757,552 | 31,371,295 | |||||||||
| Segment liabilities | 3,906,634 | 51,503,779 | 55,410,413 | |||||||||
Segment assets and liabilities as at August 31, 2025
| Vision Marine | NVG | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Segment assets | 23,943,258 | 45,969,999 | 69,913,257 | |||||||||
| Cash and cash equivalents | 5,781,142 | 1,637,637 | 7,418,779 | |||||||||
| Inventory | 5,296,466 | 31,575,181 | 36,871,647 | |||||||||
| Segment liabilities | 3,865,964 | 57,596,291 | 61,462,255 | |||||||||
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
23. Additional cash flows information
Financing and investing activities not involving cash:
| Three-month period ended November 30, 2025 | Three-month period ended November 30, 2024 | |||||||
| $ | $ | |||||||
| Additions to right-of-use assets | 3,843,237 | - | ||||||
| Lease termination | 44,023 | - | ||||||
| Change in derivative liabilities due to partial settlements of convertible notes - related party | 17,578 | - | ||||||
| Share subscription receivable | - | 43,436 | ||||||
| Conversion of Series A Convertible Preferred Shares | - | 100,610 | ||||||
24. Commitments
In addition to the obligations under leases [note 12], the Company is subject to supply agreements with minimum spend commitments. The Company currently has a commitment to purchase 192 batteries from a supplier. The Company has received 25 batteries on this order and has made deposits to the supplier to cover an additional 71 batteries. Therefore, as at November 30, 2025, the Company is committed to purchase an additional 96 batteries. The amount of the minimum fixed and determinable portion of the unconditional purchase obligations over the next years, is as follows:
| $ | ||||
| 2026 | - | |||
| 2027 | 2,279,729 | |||
In October 2021, EB Rental FL Corp. has entered into lease arrangement for premises, which have not commenced yet and therefore related right-of-use asset and lease liability are not recorded as at November 30, 2025. The lease offers EB Rental FL Corp. a termination clause in case certain contractual requirements are not met by the lessor at the lease commencement date.
The Company’s undiscounted lease commitments related to this lease are as follows as at November 30, 2025:
| $ | ||||
| 2026 | 50,000 | |||
| 2027 | 121,000 | |||
| 2028 | 123,420 | |||
| 2029 and thereafter | 330,060 | |||
Vision Marine Technologies Inc.
Notes to the condensed interim consolidated financial statements
(Unaudited)
November 30, 2025
25. Subsequent events
On December 19, 2025, the Company issued 19,250,000 Voting Common Shares and 12,750,000 Pre-Funded Warrants as part of a public offering for a total cash consideration of $9.6 million, less estimated transaction costs of approximately $1.2 million. The Pre-Funded Warrants are exercisable upon the payment of the remaining exercise price of CAN$0.001 per Voting Common Share. As part of this offering, the Company also issued 16,000,000 common warrants to the participating investors of this offering and 1,600,000 placement agent warrants to the placement agent. All common warrants and placement agent warrants are exercisable at $0.375 per Voting Common Share.
In December 2025, 12,750,000 Pre-Funded Warrants were exercised in exchange for 12,750,000 Voting Common Shares. Gross proceeds from the exercise of the Pre-Funded Warrants amounted to approximately $3,000.
On January 12, 2026, the Company announced a 40-for-1 reverse split of its issued and outstanding Voting Common Shares. The effective date of the reverse split is intended to be January 14, 2026.
NVG relied on one manufacturer for a substantial portion of its revenues. In the three-month period ended November 30, 2025, the sale of boats from Axopar represented approximately 34% of the Company’s consolidated revenues. On January 8, 2026, the Company’s agreement for the procurement of new Axopar boats was terminated.
Exhibit 99.2
VISION MARINE TECHNOLOGIES INC.
Form 51-102F1 Management's Discussion & Analysis
For the three-month period ended November 30, 2025
1.1 Date January 13, 2026
Introduction
The following management's discussion and analysis (“MD&A”), prepared for the three-month period ended November 30, 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 period ended November 30, 2025 and the audited consolidated financial statements for the years ended August 31, 2025 and 2024 and the notes thereto. Amounts are reported in U.S. dollars based upon the interim condensed consolidated financial statements prepared in accordance with IAS 34, Interim Financial Reporting, and the annual consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) on SEDAR at www.sedar.com.
Forward-Looking Statements
Certain statements contained in the following Management’s Discussion and Analysis (“MD&A”) constitute forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.
Risks and Uncertainties
There is limited public information on our operating history.
Our limited public operating history makes evaluating our business and prospects difficult. Although we were formed in 2012, we did not provide public reports on the results of operations until our 2020 fiscal year. We only have seven years of audited financial statements.
Additionally, we recently acquired Nautical Ventures Group Inc. (“NVG”) and its subsidiaries, a business whose assets and revenues account for the vast majority of our assets and revenues as of November 30, 2025. You have less available public information regarding NVG than for our Company. Audited financial statements for NVG have only been publicly filed as of, and for the years ended, December 31, 2024 and 2023 and unaudited financial statements 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 $4,312,549 for the three-month period ended November 30, 2025 as compared to a net loss of $1,136,760 for the same period last year. Our net loss for the current period includes a net loss of $1,947,757 attributable to the operations of NVG. As such, those operations 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 $55.4 million in the total liabilities as of November 30, 2025, $21.3 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 year ended August 31, 2025, we issued 2,986,234 common shares and 1,470,000 pre-funded warrants through various financings for net proceeds of $25,103,817. On December 19, 2025, we issued 19,250,000 common shares and 12,750,000 pre-funded warrants for total gross proceeds of approximately $9.6 million, less transaction costs of approximately $1.2 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 NVG, a Florida-based recreational boat dealership, marina, and service provider. The success of a business acquisition depends on the integration of the acquired business through such tasks as the realization of synergies, elimination of cost duplication, information systems integration, and establishment of controls and procedures. The inability to adequately integrate an acquired business in a timely manner might result in lost business opportunities, higher than expected integration costs and departures of key personnel, all of which could have a negative impact on potential future earnings.
Demand in the boat industry is highly volatile.
Fluctuations in demand for recreational boats, parts and accessories may materially and adversely affect our business, prospects, operating results and financial condition. The markets in which we compete have been subject to considerable volatility in demand in recent periods. Recreational boats and related items are non-essential items, and demand for them depends to a large extent on general, economic and social conditions in a given market. Historically, sales of recreational boats decrease during economic downturns. We have fewer financial resources than more established boat retailers and manufacturers to withstand adverse changes in the market and disruptions in demand.
2
Unfavorable weather conditions may have a material adverse effect on our business, financial condition, and results of operations, especially during the peak boating season.
Adverse weather conditions in any year, in any particular geographic region, may adversely affect sales and rentals in that particular geographic region, especially during the peak boating season in such particular geographic region. Sales and rentals of our products are generally stronger just before and during spring and summer, which represent the peak boating months in most of our markets, and favorable weather during these months generally has a positive effect on consumer demand for our products. Conversely, uncomfortable weather, excessive rainfall, reduced rainfall levels, or drought conditions during these periods may close area boating locations or render boating dangerous or inconvenient, thereby generally reducing consumer demand for our products. Our annual results would be materially and adversely affected if our net sales and rentals were to fall below expected seasonal levels during these periods. We may also experience more pronounced seasonal fluctuation in net sales and rentals in the future as we continue to expand our businesses. Additionally, to the extent that unfavorable weather conditions are exacerbated by global climate change or otherwise, our sales and rentals may be affected to a greater degree than we have previously experienced.
Interest rate increases could adversely affect sales.
Many of the purchasers of boats sold by NVG finance those purchases through loans. If interest rates rise, the cost of boat purchases for consumers relying on a financing plan will also rise. Changes by the U.S. Federal Reserve to raise its benchmark interest rate would likely significantly increase higher long-term interest rates, which could negatively impact, our customers’ willingness or desire to take out loans to purchase our products.
Inflation could adversely affect our financial results.
The market prices of certain materials and components used by us and our suppliers in manufacturing our products can be volatile. Significant increases in inflation, particularly those related to wages and increases in the cost of raw materials, may have an adverse impact on the business, financial condition, and results of operations of us or our suppliers, and our suppliers may in turn pass such increases along to us by raising the cost of our inventories. In addition, new boat buyers often finance their purchases. Inflation, along with a rise in interest rates, could translate into an increased cost of boat ownership. If inflation continues to occur and if the Federal Reserve fails to cut interest rates further or raises interest rates again, prospective consumers may choose to forego or delay their purchases or buy a less expensive boat in the event credit is not available to finance their boat purchases.
We depend on certain key personnel, and our success will depend on our continued ability to retain and attract such qualified personnel.
Our success depends on the efforts, abilities and continued service of Alexandre Mongeon (our Chief Executive Officer), Daniel Rathe (our Chief Technical Officer), Raffi Sossoyan (our Chief Financial Officer), Roger Moore (our Chief Revenue Officer) and Maxime Poudrier (our Chief Operating Officer). A number of these key employees and consultants have significant experience in the recreational boating, manufacturing and electric vehicle industries. A loss of service from any one of these individuals may adversely affect our operations, and we may have difficulty locating, or may not be able to locate and hire a suitable replacement. We have not obtained any “key person” insurance on certain key personnel.
We are subject to numerous regulations, including environmental, health and safety laws, and any breach of such laws may have a material adverse effect on our business and operating results.
We are subject to numerous regulations including those related to environmental, health and safety laws, including statutes, regulations, bylaws and other legal requirements. These laws relate to the marketing, selling, financing and servicing of boats as well as the generation, use, handling, storage, transportation and disposal of regulated substances, including hazardous substances (such as batteries), dangerous goods and waste, emissions or discharges into soil, water and air, including noise and odors (which could result in remediation obligations), and occupational health and safety matters, including indoor air quality. These regulations also apply to any contamination that our boats or powertrains cause in the lakes and rivers in which they operate. These legal requirements vary by location and can arise under federal, provincial, state or municipal laws. Any breach of such laws and/or requirements could have a material adverse effect on our company and its operating results.
3
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.
We face potential liability from workplace accidents.
We are engaged in a business that exposes us to claims of workplace liability as our employees are exposed to moving mechanical parts, chemicals used in manufacturing, heavy equipment and combustible fuels, among other conditions that could lead to personal injury. For example. we face legal uncertainty in connection with an October 2024 fire that started at our marina while employees were servicing a boat. This fire injured five employees, one fatally. In connection with this accident, (i) the estate of the deceased employee began legal proceedings against us (we filed a motion to dismiss the initial claim, which was granted), (ii) we have been named as a defendant in a suit seeking recovery for damages and lost income from the owner of a trailer damaged in the accident; and (iii) we are negotiating with the Occupational Safety and Health Administration for the settlement of claims concerning alleged workplace safety violations. Any damages that we are ordered to pay as a result of these claims or any other claims that may arise from our workplace environment (or that we opt to pay in a settlement) could materially affect our results of operations.
Global economic conditions could materially adversely impact demand for our products and services.
Our operations and performance depend significantly on economic conditions. Global financial conditions continue to be subject to volatility arising from international geopolitical developments and global economic phenomenon, as well as general financial market turbulence, including growing inflationary concerns and tariff uncertainty, resulting in a significant reduction in many major market indices. Uncertainty about global economic conditions could result in:
| · | customers postponing purchases of our products and services in response to tighter credit, unemployment, negative financial news and/or declines in income or asset values and other macroeconomic factors, which could have a material negative effect on demand for our products and services; and |
| · | third-party suppliers being unable to produce parts and components for our products in the same quantity or on the same timeline or being unable to deliver such parts and components as quickly as before or subject to price fluctuations, which could have a material adverse effect on our production or the cost of such production; and |
accordingly, on our business, results of operations or financial condition. Access to public financing and credit can be negatively affected by the effect of these events on Canadian, U.S. and global credit markets. The health of the global financing and credit markets may affect our ability to obtain equity or debt financing in the future and the terms at which financing or credit is available to us. These instances of volatility and market turmoil could adversely affect our operations and the trading price of our common shares.
4
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.
The Company’s presentation currency is the U.S. dollar, while the functional currency of the parent company remains the Canadian dollar. Our operations are conducted in both the United States and Canada. However, the majority of our revenues for the three-month period ended November 30, 2025 were generated in the United States, and substantially all of our outstanding debt obligations are denominated in U.S. dollars. As a result, we are exposed to both currency translation risk and currency transaction risk.
Because our presentation currency is the U.S. dollar, the financial results and position of entities with a Canadian-dollar functional currency must be translated into U.S. dollars for reporting purposes. Fluctuations in the CAD–USD exchange rate may therefore cause significant volatility in our reported assets, liabilities, revenues, expenses, and accumulated other comprehensive income, even when underlying local currency results have not changed. During three-month period ended November 30, 2025, the monthly average exchange rate published by the Bank of Canada ranged from a high of C$1.4055 per US$1.00 to a low of C$1.3833 per US$1.00, reflecting continued volatility.
We are also exposed to transaction-level foreign exchange risk, as many of our costs, debt obligations, and operating expenditures are denominated in U.S. dollars, while the parent company’s functional currency is the Canadian dollar. Consequently, a strengthening of the U.S. dollar relative to the Canadian dollar increases the CAD-equivalent cost of our U.S. dollar–denominated expenses, debt service, and working capital requirements. Conversely, a weakening of the U.S. dollar reduces these CAD-equivalent amounts but may negatively affect the translated value of Canadian-dollar assets or results when presented in U.S. dollars.
We do not hedge our currency exposure and, therefore, we incur currency transaction risk whenever we enter into either a purchase or sale transaction using a currency other than the Canadian dollar. Given the volatility of exchange rates, we might not be able to effectively manage our currency transaction risks, and volatility in currency exchange rates might have a material adverse effect on our business, financial condition or results of operations.
If we experience material weaknesses or otherwise fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common shares.
As a result of the year-end assessment process for the year ended August 31, 2025, we identified that we did not maintain effective processes and controls over the accounting for and reporting of complex and non-routine transactions due to a material weakness. Specifically, we determined that there was a lack of sufficient accounting and finance personnel to enable appropriate level of internal controls within the financial statement close process, including performing in-depth analysis and review of complex accounting matters and non-routine transactions within the timeframes set by us for filing our consolidated financial statements. Because of this deficiency, we concluded there was a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis at August 31, 2025. We are working on remediating the identified material weakness.
5
If we fail to identify or remediate any current or future material weaknesses in our internal controls over financial reporting, we are unable to conclude that our internal controls over financial reporting are effective or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controls over financial reporting when we are no longer an emerging growth company, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common shares could be negatively affected. As a result of such failures, we could also become subject to investigations by Nasdaq, the SEC or other regulatory authorities, and become subject to litigation from investors and shareholders, which could harm our reputation and financial condition or divert financial and management resources from our regular business activities.
Our financial statements have been prepared on a going concern basis and our financial status creates a substantial doubt whether we will continue as a going concern.
Our financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. Our future operations depend upon the identification and successful completion of equity or debt financing and the achievement of profitable operations at an indeterminate time in the future. There can be no assurance that we will be successful in completing an equity or debt financing or in achieving or maintaining profitability. The financial statements do not give effect to any adjustments relating to the carrying values and classification of assets and liabilities that would be necessary should we be unable to continue as a going concern.
If we are unable to maintain compliance with Nasdaq’s continued listing requirements, Nasdaq may choose to delist our securities from its exchange or may subject us to additional restrictions, which may adversely affect the liquidity and trading price of our securities.
Our securities are currently listed on Nasdaq Capital Market maintained by The Nasdaq Stock Market LLC (“Nasdaq”). Nasdaq sets out certain standards that companies quoted on the Nasdaq Capital Market must continue to meet to remain on the Nasdaq Capital Market. In the past, we have received notices from Nasdaq that we failed to comply with some of those standards including that the closing bid price of our common shares no longer complied with the minimum bid price requirement of $1.00 per share (the “Minimum Bid Price Requirement”).
Although we took steps to regain compliance with the Minimum Bid Requirement by enacting three reverse stock splits that had the practical effect of a 1:1,350 reverse stock split and satisfied a Nasdaq Hearing Panel of the same, Nasdaq imposed a Discretionary Panel Monitor, in application of Listing Rule 5815(d)(4)(A), for a period of one year to ensure that we maintain long-term compliance with all of the Nasdaq’s continued listing requirements. Should we fail to maintain compliance with any continued listing requirement, Nasdaq may notify us if such non-compliance and promptly schedule a new hearing with the Nasdaq Hearing Panel. As of January 2, 2026, the closing price of our common shares on the Nasdaq Capital Market was $0.20, which is below the $1.00 listing requirement. If we further violate Nasdaq’s continued listing requirement, we could be delisted. A delisting would likely have a negative effect on the liquidity and market price of our common shares and may impair your ability to sell or purchase our common shares when you wish to do so.
If Nasdaq delists our common shares from trading on its exchange and we are not able to list our common shares on another national securities exchange, our common shares may be quoted on an over-the-counter market. However, if this were to occur, we could face significant material adverse consequences, including:
| · | a limited availability of market quotations for our securities; | |
| · | reduced liquidity for our securities; | |
| · | a determination that our common shares are a “penny stock”, which will require brokers trading in such common shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our common shares; | |
| · | a limited amount of news and analyst coverage; and | |
| · | a decreased ability to issue additional securities or obtain additional financing in the future. |
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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 announced a proposed fourth reverse stock split. We may need to enact additional reverse stock splits to maintain compliance if we fail to meet the Minimum Bid Price Requirement in the future.
As mentioned above, we enacted a 1-for-15 reverse stock split of our Voting Common Shares on August 22, 2024, a reverse stock split of 1-for-9 of our Voting Common Shares on October 8, 2024, and a reverse stock split of 1-for-10 on March 31, 2025, in an effort to regain compliance with Nasdaq’s minimum bid price requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5450(a)(1) which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). To maintain compliance, the closing bid price of our common shares cannot be less $1.00 per share for 30 consecutive days, otherwise we would be subject to an automatic Nasdaq Hearing Panel which could result in a delisting from the Nasdaq Capital Market. In an effort to maintain compliance with the Minimum Bid Price Requirement, we recently announced a fourth reverse stock split on a 1-for-40 basis which is proposed to take effect on January 14, 2026. The cumulative effect of the four reverse stock splits will be 1-for-54,000. While this action should be sufficient to ensure that we maintain a minimum bid price for our common shares above $1.00 in the near term, we might not be able to maintain such compliance in the future. If we have to enact a fifth 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 fifth 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 fifth reverse stock split, the public markets could view any such future reverse stock split negatively, and the per share price of our common shares could be adversely affected.
You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited because we are incorporated under the laws of the Province of Quebec and the majority of our directors and executive officers reside outside the United States.
We are constituted under the laws of the Business Corporations Act (Quebec) (the “Business Corporation Act”), and our executive offices are located outside of the United States in Boisbriand, Quebec. Our officers and the majority of our directors reside outside the United States. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons. You may also have difficulty enforcing, both in and outside of the United States, judgments you may obtain in U.S. courts against us or these persons in any action, including actions based upon the civil liability provisions of U.S. Federal or state securities laws. Furthermore, there is substantial doubt as to the enforceability in Canada against us or against any of our directors and officers who are not residents of the United States, in original actions or in actions for enforcement of judgments of U.S. courts, of liabilities based solely upon the civil liability provisions of the U.S. federal securities laws. In addition, shareholders in Quebec corporations may not have standing to initiate a shareholder derivative action in U.S. federal courts.
As a result, our public shareholders may have more difficulty in protecting their interests through actions against us, our management, our directors or our major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.
We may lose our foreign private issuer status in the future, which could result in significant additional cost and expense.
While we currently qualify as a foreign private issuer, the determination of foreign private issuer status is made annually based on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, our next determination will be made based on information as of February 28, 2026. Although we have concluded that we continue to be a foreign private issuer in our fiscal year starting September 1, 2025, we anticipate that we will lose our foreign private issuer status for the fiscal year starting September 1, 2026 as a result of our acquisition of NVG.
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If we cease to be a foreign private issuer, the regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we cease to be a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive in certain respects than the forms available to a foreign private issuer. We would be required under current SEC rules to prepare our financial statements in accordance with U.S. GAAP, rather than IFRS, and modify certain of our policies to comply with corporate governance practices required of U.S. domestic issuers. Such conversion of our financial statements to U.S. GAAP would involve significant time and cost. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges (including the Nasdaq Capital Market) that are available to foreign private issuers such as the ones described above and exemptions from procedural requirements related to the solicitation of proxies.
Risks Related to NVG
In June 2025, we expanded our business through the acquisition of NVG, a business that consists of 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 $55.4 million in the total liabilities as of November 30, 2025, US$22.3 million consisted of notes payable related to floor plan financing. Access to floor plan financing generally facilitates our ability to increase our inventory. The availability and terms of floor plan financing depends upon:
| · | our ability to access certain capital markets and to fund operations in a cost-effective manner; |
| · | the performance of our overall credit portfolios; |
| · | the willingness of manufacturers to accept the risks associated with lending to us; and |
| · | our overall creditworthiness. |
If floor plan financing were not available to us, our sales and our working capital levels could be adversely affected as we would likely have less models available for sale in our inventory and would likely make less sales.
Our business model entails carrying substantial amounts of debt.
Our subsidiary NVG is highly leveraged. The model for NVG’ dealership business entails incurring a substantial amount of debt for both the purchase of inventory through floor plan financing (for example, as of November 30, 2025, NVG had $22.3 million of notes payable related to floor plan financing) and various long-term debt with principal amounts outstanding of approximately $1.9 million as at November 30, 2025. Failure to properly service this debt could cause us to sell assets at less than their market value, refinance these debts on unfavorable terms or issue debt and/or equity securities on unfavorable terms. If we were to default on any of this debt, we could incur severe penalties, be prevented from incurring any additional debt, default on unrelated debt, have repayment of outstanding debt accelerated and/or lose any assets (such as inventory or real property) secured by such debt or by court order. Although NVG has entered into forbearance agreements with its floor plan lenders, such agreements only provide short-term relief from enforcement actions and the protection they offer is limited to the duration of the forbearance period. Once the forbearance period expires, we could be subject to the enforcement actions described above if were to default on any of the floor plan loan arrangements.
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Our success depends to a significant extent on the well-being, as well as the continued popularity and reputation for quality of the boating products of our manufacturers. The failure to obtain a high quality and desirable mix of competitively priced products that our customers demand could have a material adverse effect on our business, financial condition, and results of operations.
We depend on our manufacturers to provide us with products that compare favorably with competing products in terms of quality, performance, safety, and advanced features, including the latest advances in propulsion and navigation systems. Any adverse change in the production efficiency, product development efforts, technological advancement, expansion of manufacturing footprint, supply chain and third-party suppliers, marketplace acceptance, marketing capabilities, ability to secure adequate access to capital, and financial condition of our manufacturers could have a substantial adverse impact on our business. Any difficulties encountered by any of our manufacturers resulting from economic, financial, supply chain, or other factors could adversely affect the quality and amount of products that they are able to supply to us and the services and support they provide to us.
Any interruption or discontinuance of the operations of the manufacturers that we purchase from could cause us to experience shortfalls, disruptions or delays with respect to needed inventory. Alternate sources to any manufacturer experiencing such difficulties may not be available at the time of any interruption, and alternative products may not be available at comparable quality and price.
We have recently relied on one manufacturer for a substantial portion of our sales
NVG relied on one manufacturer for a substantial portion of its revenues. In the three-month period ended November 30, 2025, the sale of boats from Axopar represented approximately 34% of our consolidated revenues. On January 8, 2026, our agreement for the procurement of new Axopar boats was terminated. Although we have some Axopar boats in stock and will receive those Axopar boats that we ordered prior to January 8, 2026, we will not receive any other additional Axopar boats from which we can generate future revenue. Although we have taken steps to find suitable replacements for these Axopar boats and will continue to do so, these efforts may not be enough to ensure that revenue from the sale of such replacements exceeds or meets historical revenue generated from the sale of Axopar boats.
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.
Timing of sales and failure to adequately anticipate consumer preference and demand may have an adverse impact on our business.
Forecasting optimal inventory levels is difficult to predict based on, among other things, changes in economic conditions, consumer preferences, delivery of new models from manufacturers, and timing of sales. Failure to adequately anticipate consumer demand and preferences could negatively impact our inventory management strategies, inventory carrying costs, and our operating margins.
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Our sales volume and profit margin on each sale may be materially and adversely affected if manufacturers discontinue or change their incentive programs.
We depend on manufacturers of boats, parts and accessories for certain sales incentives, warranties and other programs that are intended to promote and support new sales. Manufacturers routinely modify their incentive programs in response to changing market conditions. Some of the key incentive programs include:
| · | customer rebates or below market financing on new boats; |
| · | dealer incentives on new boats; and |
| · | warranties on new and used boats. |
A reduction or discontinuation of a manufacturer’s incentive programs may materially and adversely affect our profitability.
We depend on manufacturers to supply us with sufficient numbers of popular and profitable new models.
Manufacturers typically allocate their boats among dealerships based on the sales history of each dealership. Supplies of popular new boats may be limited by the applicable manufacturer’s production capabilities. Popular new boats that are in limited supply typically produce the highest profit margins. We depend on manufacturers to provide us with a desirable mix of popular new boats. Our operating results may be materially adversely affected if we do not obtain a sufficient supply of these boats.
We envision generating significant revenue from the sale of parts and accessories and the provision of services to customers related to boats but will be less likely to do so if we do not sell boats to those customers.
We believe that we can generate a substantial portion of our revenues from our NVG locations from the provision of maintenance required to keep a boat operational, safe, and efficient, integration of electronic, mechanical, and software components onto a boat, providing financing services, and selling warranties, parts and accessories. Although we will try to sell these services and products to anyone needing them, it will be easier to sell such services and products to persons who have already purchased a boat from us and as a result have a re-existing relationship. Consequently, any decrease in the number of boats that we are able to sell will likely result in a decrease in the sale of these related services.
We have the option to acquire additional properties, and if the contingent conditions to do so do not occur, we may be prevented from acquiring such properties.
We entered into an Equity Purchase Agreement in June 2025 to acquire NVG and its subsidiaries. Initially, we had intended to acquire six pieces of real property that NVG owned and from which it operated its business in the transaction, but instead we acquired the option to purchase these properties. This option allows us to acquire the equity of the entities holding the properties or approve a sale of the properties and receive the net proceeds on such sale after selling costs and reimbursement of the respective mortgages. We negotiated for the acquisition of the option to purchase those properties instead of purchasing them outright because the mortgage lender on those properties refused to extend the existing mortgages on those properties beyond the closing of the transaction because the ultimate shareholder of NVG would be a non-U.S. entity post-closing. Of the six properties that we initially had an option to purchase, two were sold in October 2025, and we received approximately $3.8 million in net proceeds on the sales. Therefore, we now have the option to purchase four properties if we are able to obtain an alternative source of financing. If we are unable to obtain such financing, we might never exercise our option to acquire these properties. If that were to occur, instead of owning the land on which we conduct our operations, we would lease it and be subject to the risks involved in being a lessee.
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We have significant relationships with various third-party warranty insurers and administrators. These third-parties are the obligor of service warranty policies sold to our customers. Additionally, we have agreements in place that allow for future income based on the claims experience on policies sold to our customers.
We sell service warranty policies to our customers issued by various third-party obligors. We receive additional fee income if actual claims are less than the amounts reserved for anticipated claims and the costs of administration and administrator profit.
A decline in the financial health of any third-party insurer could jeopardize the claims reserves held by the administrator and prevent us from collecting the experience payments anticipated to be earned in future years. While the amount we receive varies annually, the loss of this income could negatively impact our business, results of operations, financial condition and cash flows. Further, the inability of an insurer to honor service warranty claims would likely result in reputational risk to us and might result in claims to cover any default by the insurer.
Changes to trade policies, tariffs, and import/export regulations may have a material adverse effect on our business, financial condition, and results of operations.
In our fiscal year ended August 31, 2025, approximately 98% of our sales and rentals occurred in the United States, a percentage that could increase as our operations expand. Changes in laws and policies governing foreign trade could adversely affect our business. The current U.S. administration has recently implemented tariffs on various countries and products to levels not seen in over 50 years and has imposed and threatened to impose new tariffs on goods manufactured in Canada (like our boats and proposed mass manufacturing of our powertrains). There is uncertainty as to whether the tariffs imposed by the current U.S. administration are permanent, will be increased as a result of retaliatory measures or will be increased unilaterally. Such policy changes and the uncertainty surrounding them may place greater restrictions and economic disincentives on international trade and may have the potential to adversely impact the global and local economies, our industry and global demand for our products and, as a result, could have a material adverse effect on our business, financial condition and results of operations. Specifically, such tariffs could increase the cost of our products to U.S. consumers and increase the cost of our rental boat operations in the United States.
Additionally, approximately 54% of the boats sold by NVG in our 2025 fiscal year were manufactured by Axopar. Axopar manufactures the majority of its boats in Poland. If the current U.S. administration were to impose new tariffs on goods manufactured in Poland (as is currently proposed), the cost to us of these boats could significantly increase. This could have a material adverse affect on our expenses as well as the price at which we sell such boats and the number of such boats sold.
We are vulnerable to geographic risk.
In June 2025, we acquired a network of dealerships through our acquisition of NVG. Of our approximately $15.7 million in revenue for the three-month period ended November 30, 2025, approximately $15.5 million was generated by NVG. All of NVG physical locations are located in the State of Florida. If Florida were to suffer natural disasters, such as hurricanes, tropical storms, fire or floods, if Florida were otherwise exposed to a regional downturn in its economic condition, or if our competitors in Florida became more successful, our sales and revenues could be materially reduced. Unless we expand our network of dealerships outside of Florida, our geographic risk is concentrated in a regional area instead of being spread nationally or even globally.
The availability of boat insurance is critical to our success.
The ability of our customers to secure reasonably affordable boat insurance that is satisfactory to lenders that finance our customers’ purchases is critical to our success. Any difficulty of customers to obtain affordable boat insurance could impede boat sales and adversely affect our business.
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Risks Related to our Electric Operations
Prior to June 2025, we exclusively focused our operations on the development and manufacture of our proprietary e-Motion 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 NVG, 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. Despite the long history of electric powerboats, the market for them is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new electric powerboat announcements and changing consumer demands and behaviors. Powerboats with conventional gas-powered motors may be deemed preferable to electric powerboats as they tend to be more powerful, have a longer range and/or cost less. Other factors that may influence the adoption of electric powerboats include:
| · | the decline of an electric powerboats range resulting from deterioration over time in the battery’s ability to hold a charge; |
| · | concerns about electric grid capacity and reliability, which could derail our efforts to promote electric powerboats as a practical solution to powerboats which require gasoline; |
| · | improvements in the fuel economy of the internal combustion engine; |
| · | the availability of service for electric powerboats; |
| · | the environmental consciousness of consumers; |
| · | the availability of tax and other governmental incentives to manufacture electric powerboats; and |
| · | increased costs related to tariffs and possible inflation. |
Any of the factors described above may cause current or potential customers not to purchase our electric powerboat, which would materially adversely affect our business, operating results, financial condition and prospects.
Our future growth depends upon consumers’ preference for outboard motors.
We envision the majority of our growth deriving from the sale of our electric powertrain for an outboard motor. If consumer preferences lead to a decline in outboard motors, the OEMs we intend to sell our electric powertrain to may produce less electric boats, and we may not be able to sell as many electric powertrains as we anticipate, if we sell any at all. We may not be able to adapt the technology behind this powertrain for inboard motors or may only be able to do so in a way that is not cost effective.
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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.
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.
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We intend to rely on a third-party for the manufacture of what we envision will become our principal product.
If we are able to commercialize our E-Motion™ electric powertrain system, we intend to use a third-party to mass produce our powertrains. In October 2021, we entered into a Manufacture and Supply Agreement with Linamar Corporation, a provider of manufacturing solutions and a developer of highly engineered products. Under the terms of the agreement, we intend for McLaren Engineering, Linamar’s technology and product development team for its advanced mobility segment, to manufacture and assemble our E-Motion™ technology through testing, parts, tooling development, and designing the union assembly for mass production of our electric powertrain at Linamar’s facility in Canada. If the current U.S. administration implements its threatened significant tariffs on all or select imports from Canada, OEMs located in the United States might not find the post-tariff cost of our powertrains produced at this facility to be sufficiently competitive. Once we have scaled up the production of our electric powertrain, we intend for the Linamar Corporation to produce our electric powertrain for mass commercialization. If Linamar Corporation is unable to satisfactorily manufacture our E-Motion™ powertrains, we will be forced to find a new third-party manufacturer or to produce such powertrains inhouse (with our current facilities, we believe that we are limited to producing 300 electric powertrains per year in addition to producing 150 boats per year in-house). 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.
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We rely on network and information systems and other technologies for our business activities and certain events, such as computer hackings, viruses or other destructive or disruptive software or activities may disrupt our operations, which could have a material adverse effect on our business, financial condition and results of operations.
Network and information systems and other technologies are important to our business activities and operations. Network and information systems-related events, such as computer hackings, cyber threats, security breaches, viruses, or other destructive or disruptive software, process breakdowns or malicious or other activities could result in a disruption of our services and operations or improper disclosure of personal data or confidential information, which could damage our reputation and require us to expend resources to remedy any such breaches. Moreover, the amount and scope of insurance we maintain against losses resulting from any such events or security breaches may not be sufficient to cover our losses or otherwise adequately compensate us for any disruptions to our businesses that may result, and the occurrence of any such events or security breaches could have a material adverse effect on our business and results of operations. The risk of these systems-related events and security breaches occurring has intensified, in part because we maintain certain information necessary to conduct our businesses in digital form stored on cloud servers. While we develop and maintain systems seeking to prevent systems-related events and security breaches from occurring, the development and maintenance of these systems is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. Despite these efforts, there can be no assurance that disruptions and security breaches will not occur in the future. Moreover, we may provide certain confidential, proprietary and personal information to third parties in connection with our businesses, and while we obtain assurances that these third parties will protect this information, there is a risk that this information may be compromised. The occurrence of any of such network or information systems-related events or security breaches could have a material adverse effect on our business, financial condition and results of operations.
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.
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Our ability to meet our manufacturing workforce needs is crucial to our results of operations and future sales and profitability.
We rely on the existence of an available hourly workforce to manufacture our products. We cannot assure you that we will be able to attract and retain qualified employees to meet current or future manufacturing needs at a reasonable cost, or at all. For instance, the demand for skilled employees has increased recently with the low unemployment rates in the regions where we have manufacturing facilities. Also, although none of our employees are currently covered by collective bargaining agreements, we cannot assure you that our employees will not elect to be represented by labor unions in the future. Additionally, competition for qualified employees could require us to pay higher wages to attract a sufficient number of employees. Significant increases in manufacturing workforce costs could materially adversely affect our business, financial condition or results of operations.
Our intellectual property is not fully protected through patents or formal copyright registration. As a result, we do not have the full benefit of patent or copyright laws to prevent others from replicating our products, product candidates and brands.
While we have filed trademark applications with the Canadian Intellectual Property Office and the U.S. Patent and Trademark Office for our logo and the brand name “E-Motion”, we have not yet fully protected our intellectual property rights, particularly for our E-Motion™ powertrain system, through patents or formal copyright or trademark registration. We have currently filed 13 patent applications with the U.S. Patent and Trademark Office with respect to our E-Motion™ powertrain system and intend to file another 11 patent applications related to this system over the next twelve months. All filed patent applications are currently pending. As we intend to transition into the production of electric powertrains to OEMs, we envision our intellectual property and its security becoming more vital to our future. Until we fully protect our intellectual property through patent, trademarks and registered copyrights, we may not be able to protect our intellectual property and trade secrets or prevent others from independently developing substantially equivalent proprietary information and techniques or from otherwise gaining access to our intellectual property or trade secrets. In such an instance, our competitors could produce products that are nearly identical to ours resulting in us selling less products or generating less revenue from our sales.
Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.
We rely on trade secrets, know-how and technology, which are not protected by patents, to protect the intellectual property behind our electric powertrain and for the construction of our boats. We do not yet use confidentiality agreements with our collaborators, employees, consultants, outside scientific collaborators and sponsored researchers and other advisors to protect our proprietary technology and processes. We intend to use such agreements in the future, but these agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover trade secrets and proprietary information, and in such cases, we could not assert any trade secret rights against such party. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.
Any patent applications that we file may not result in issued patents, which may have a material adverse effect on our ability to prevent others from interfering with our commercialization of our products
We have retained a patent lawyer to begin the process of filing patent applications for up to 24 patents related to our E-Motion™ powertrain system; to date, we have filed thirteen patent applications. The registration and enforcement of patents involves complex legal and factual questions and the breadth and effectiveness of patented claims is uncertain. If we file patent applications in connection with our electric outboard powertrain systems or other matters, we cannot be certain that we will be first to file patent applications on those or other inventions, nor can we be certain that such patent applications will result in issued patents or that any of our issued patents will afford sufficient protection against someone creating competing products, or as a defensive portfolio against a competitor who claims that we are infringing its patents. In addition, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications, if any, will result in issued patents in those foreign jurisdictions or that such patents can be effectively enforced, even if they relate to patents issued in the United States.
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We have limited registered trademarks for our products and trade names
We have submitted applications for registered trademarks for our name and some of our brands, and, while such applications have been granted, not all of our brands currently have registered trademark protection. Any future trademark applications that we file with a relevant governmental authority for brand names/logos might not be approved. Failure to obtain such approval could limit our ability to use the brand names/logos in those territories or lead our products to be confused with, and/or tarnished by, competing products. Even if appropriate applications were made and approved, third parties may oppose or otherwise challenge such applications or registrations.
We may need to defend ourselves against patent or trademark infringement claims, which may be time-consuming and would cause us to incur substantial costs.
The status of the protection of our intellectual property is unsettled as we do not have any patents, limited trademarks or registered copyrights. We have yet to apply for protection for at least twelve components of intellectual property for which we intend to file patent applications, and we operate under the names “Nautical Ventures Group” and “Aquazone” without trademark protection. Companies, organizations or individuals, including our competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop, sell or market our powerboats and electric powertrains or use third-party components, which could make it more difficult for us to operate our business. From time to time, we may receive communications from third parties that allege our products or components thereof are covered by their patents or trademarks or other intellectual property rights. Companies holding patents or other intellectual property rights may bring suits alleging infringement of such rights or otherwise assert their rights. If we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following:
| · | cease making, using, selling or offering to sell processes, goods or services that incorporate or use the third-party intellectual property; |
| · | pay substantial damages; |
| · | seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; |
| · | redesign our boats or other goods or services to avoid infringing the third-party intellectual property; |
| · | establish and maintain alternative branding for our products and services; or |
| · | find-third providers of any part or service that is the subject of the intellectual property claim. |
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.
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1.2 Overall Performance
Description of Business
The Company was incorporated on August 29, 2012, under the laws of the province of Quebec, Canada, and until June 2025, its principal activity was the manufacture, sale, and rental of electric boats, as well as the design and commercialization of electric propulsion systems. On June 20, 2025, the Company completed the acquisition of all issued and outstanding shares of NVG, a Florida-based recreational boat retailer and service company. The acquisition significantly expands the Company’s U.S. operations and distribution capabilities.
The head office and principal address of the Company are located at 730 Boulevard du Curé-Boivin, Boisbriand, Quebec, Canada, V7G 2A7.
Additional information related to the Company is available on SEDAR at www.sedar.com and on the SEC’s website at https://www.sec.gov/edgar/searchedgar/companysearch. The information contained on SEDAR is for your reference and is not incorporated by reference into any filings we have made with the SEC, including our registration statement on Form F-3 (no. 333-291917) , our registration statement on Form F-3 (no. 333-284423), our registration statement on Form F-3 (no. 333-274882) and any prospectus supplements thereunder.
Performance Summary
The following is a summary of significant events and transactions that occurred during and subsequent to the three-month period ended November 30, 2025:
On September 15, 2025, the Company announced a strategic partnership with Hydrofin, a U.S. company specializing in patented hydrofoil systems for pontoons. Through its NVG dealership network, the Company will integrate Hydrofin’s hydrofoil technology into its pontoon lineup. Hydrofin’s systems are engineered to lift pontoons partially out of the water, reducing drag and improving speed, range, and ride comfort. This makes them an especially valuable complement to the Company’s E-Motion™ Electric Powertrain System, where optimized efficiency directly translates to longer run-times and enhanced performance.
On September 26, 2025, the Company announced a strategic non-binding initiative with Port de Plaisance La Ronde to develop a technological and commercial hub dedicated to experience electric boating and activities on Île Sainte-Hélène, in Montreal and near Montréal–Trudeau International Airport. The project calls for the creation of an electric boating hub, bringing together a sales and distribution center, a technical and commercial training platform, and an expertise center to foster the adoption of electric propulsion in the marine industry.
On September 29, 2025, the Company announced the execution of a distribution agreement with Taiga Motors Inc. to serve as the exclusive dealer and authorized service provider for Taiga’s electric personal watercraft in major Florida markets. Under the agreement, NVG will have exclusive rights to distribute Taiga Motors Inc.’s electric personal watercraft across key Florida counties, including Miami-Dade, Broward, Palm Beach, and Hillsborough.
On September 30, 2025, the Company announced the world debut of the first dual application of the E-Motion™ Electric Powertrain System in partnership with STERK. The Sterk 31e dual integration expands the Company’s portfolio of 24 completed integrations of the E-Motion™ Electric Powertrain System across multiple recreational boating platforms, underscoring its unmatched expertise.
On October 10, 2025, the Company announced the sale of the property on which a NVG dealership is located at 300 U.S. Highway 1 in North Palm Beach, Florida. This property is one of the six real estate properties on which the Company held an option to purchase following the acquisition of NVG. The Company received approximately $2.03 million in net proceeds from the sale.
On October 23, 2025, the Company announced the sale of the property on which a NVG dealership is located at 139 Shore Court in North Palm Beach, Florida. This property is one of the six real estate properties on which the Company held an option to purchase following the acquisition of NVG. The Company received approximately $1.83 million in net proceeds from the sale. With the closing of this sale in conjunction the closing of the sale of 300 U.S. Highway 1, the contingent conditions associated with the Real Estate Note were satisfied, and the Company, accordingly, will issue a $2.0 million convertible note to Roger Moore. See the terms and condition of the Real Estate Note in section 1.4 below under the heading Business Acquisition – NVG.
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On November 4, 2025, Clairitec S.A.S., a French-based supplier of battery chargers to the Company, advised that it had filed a Notice of Civil Claim with the Commercial Tribunal of Bordeaux, France. The Claim alleges breach of contract, by the Company, of the supply contract it had entered with Clairitec S.A.S. on or about June 23, 2023, for the development and supply of battery chargers (the “Claim”). The stated amount of the Claim is €398,050. The Company believes the Claim is without merit and intends to vigorously defend itself against the Claim.
On November 4, 2025, the Company announced the filing of its thirteenth patent application related to its E-Motion™ Electric Powertrain System a sealed cooling-inlet assembly positioned directly on the electric outboard, providing a connection fitting that feeds the electric water pump mounted under the cowling. This configuration supports improved thermal management and ease of access for maintenance.
On November 5, 2025, the Company announced the selection of BRP Electrification Engineering Services to provide targeted resources to help advance performance and accelerate next-generation development within the Company’s propulsion platform. The engagement complements the Company’s leadership in marine-specific electrification with additional innovation capabilities that expand its long-term roadmap.
On December 9, 2025, the Company announced that NVG had entered into a commercial lease and purchase option agreement for the marina property that it currently leases at 4470 Ravenswood Road in Dania Beach, Florida, known as the Anglers Avenue Marine Center. This location secures a strategic waterfront asset in Fort Lauderdale, a central point of consumer activity in the region.
Financings
During the three-month period ended November 30, 2025 as well as the period up to the filing date of this MD&A, the Company issued the following securities:
During the three-month period ended November 30, 2025, the Company issued a total of 101,598 Voting Common Shares to third parties in exchange for marketing, management consulting services, and board fees provided to the Company.
On December 19, 2025, the Company issued 19,250,000 Voting Common Shares and 12,750,000 Pre-Funded Warrants as part of a public offering for a total cash consideration of $9.6 million, less estimated transaction costs of approximately $1.2 million. The Pre-Funded Warrants are exercisable upon the payment of the remaining exercise price of CAN$0.001 per common share. As part of this offering, we also issued 16,000,000 common warrants to the participating investors of this offering and 1,600,000 placement agent warrants to the placement agent. All common warrants and placement agent warrants are exercisable at $0.375 per Voting Common Share.
In December 2025, 12,750,000 Pre-Funded Warrants were exercised in exchange for 12,750,000 Voting Common Shares. Gross proceeds from the exercise of the Pre-Funded Warrants amounted to approximately $3,000.
On January 12, 2026, the Company announced the enactment of a 1-for-40 reverse split of its issued and outstanding common shares. The reverse split is anticipated to become effective on January 14, 2026, subsequent to the issuance of this MD&A. This reverse stock split has not been reflected in this MD&A as it represents a non-adjusting subsequent event under IFRS.
Incentive Stock Options
During the three-month period ended November 30, 2025, the Company did not grant any stock options.
During the three-month period ended November 30, 2025, 121 options expired.
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Restricted share unit (“RSU”) plan
On September 17, 2025, the Company adopted a RSU Plan pursuant to which restricted share units (“RSUs”) may be granted to directors, officers, employees and consultants of the Company and its affiliates. Each RSU represents the right to receive one common share of the Company, issued from treasury, or, in limited circumstances, a cash equivalent, upon vesting. RSUs do not confer voting rights or dividend rights prior to vesting. The RSU Plan is administered by the Board of Directors, which determines the eligible participants, the number of RSUs granted, and the applicable vesting conditions. The maximum number of common shares issuable under the RSU Plan, together with other security-based compensation arrangements, is subject to shareholder and regulatory approval and prescribed plan limits.
On September 25, 2025, the Company granted 500,000 RSUs to Alexandre Mongeon, its Chief Executive Officer, pursuant to an individual RSU agreement entered into under the RSU Plan. The RSUs vest upon the achievement and maintenance of specified market-capitalization thresholds, measured based on the Company’s public market capitalization at the close of trading over ten consecutive trading days, as follows:
| Market capitalization threshold | Number of RSUs vesting | |||
| $15 million or more | 150,000 | |||
| $25 million or more | 150,000 | |||
| $35 million or more | 200,000 |
Unvested RSUs generally forfeit upon termination for cause or voluntary resignation without good reason. In the event of termination without cause, resignation with good reason, death or disability, unvested RSUs remain outstanding and eligible to vest in accordance with their original terms. All unvested RSUs vest immediately upon a change of control of the Company.
1.3 Selected Annual Financial Information
Year Ended August 31, 2025 | Year Ended August 31, 2024 | Year Ended August 31, 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Revenue | 13,832,556 | 2,789,650 | 4,201,685 | |||||||||
| Gross Profit | 4,766,494 | 1,101,543 | 1,138,105 | |||||||||
| Expenses | (26,410,605 | ) | (11,663,749 | ) | (16,850,465 | ) | ||||||
| Income/(Loss) before Tax | (21,644,111 | ) | (10,562,206 | ) | (15,712,360 | ) | ||||||
| Income Taxes | 7,882 | (179,035 | ) | (207,580 | ) | |||||||
| Total comprehensive income (loss) | (21,267,257 | ) | (10,358,789 | ) | (15,805,844 | ) | ||||||
| Basic & Diluted Earnings (Loss) per Share | (24.53 | ) | (1,135.64 | ) | (2,228.34 | ) | ||||||
| Balance Sheet | ||||||||||||
| Working Capital Surplus (Deficit)(1) | 9,277,798 | 524,845 | (1,419,939 | ) | ||||||||
| Total Assets | 69,913,257 | 8,456,101 | 17,843,450 | |||||||||
| Total Long-Term Liabilities | 11,767,024 | 366,879 | 1,546,877 | |||||||||
(1) Working capital surplus (deficit) is calculated using current assets less current liabilities
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1.4 Results of Operations
Three-month period ended November 30, 2025
Following the acquisition of NVG on June 20, 2025, the Company now operates with two reportable segments:
| - | VM Segment which includes the legacy operations of the Company before the NVG acquisition. |
| - | NVG Segment which includes the acquired operations of NVG. |
Selected financial information by segment for the three-month periods ended November 30, 2025 and 2024 are provided below:
| November 30, 2025 | November 30, 2024 | |||||||||||||||||||||||
| VM | NVG | TOTAL | VM | NVG | TOTAL | |||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Sales of boats | 129,301 | 14,568,075 | 14,697,376 | 63,753 | - | 63,753 | ||||||||||||||||||
| Sales of parts and maintenance | 22,397 | 916,117 | 938,514 | 22,457 | - | 22,457 | ||||||||||||||||||
| Boat rental revenues | 43,483 | 13,471 | 56,954 | 16,000 | - | 16,000 | ||||||||||||||||||
| Sale of powertrain systems | - | - | - | - | - | - | ||||||||||||||||||
| Revenues | 195,181 | 15,497,663 | 15,692,844 | 102,210 | - | 102,210 | ||||||||||||||||||
| Gross profit (loss) | 102,352 | 4,095,987 | 4,198,339 | (36,224 | ) | - | (36,224 | ) | ||||||||||||||||
| Gross profit (loss) percentage | 52 | % | 26 | % | 27 | % | (35 | %) | N/A | (35 | %) | |||||||||||||
| Net loss before taxes | (2,373,850 | ) | (1,947,757 | ) | (4,321,607 | ) | (1,121,398 | ) | - | (1,121,398 | ) | |||||||||||||
| Adjustments for: | ||||||||||||||||||||||||
| Depreciation and amortization | 108,997 | 673,929 | 782,926 | 97,294 | - | 97,294 | ||||||||||||||||||
| Share-based compensation | 21,279 | - | 21,279 | 13,131 | - | 13,131 | ||||||||||||||||||
| Net finance expense (income) | 113,014 | 1,060,080 | 1,173,094 | (1,007,118 | ) | - | (1,007,118 | ) | ||||||||||||||||
| EBITDA* | (2,130,560 | ) | (213,748 | ) | (2,344,308 | ) | (2,018,091 | ) | - | (2,018,091 | ) | |||||||||||||
*EBITDA is defined as earnings or loss before interest, taxes, depreciation and amortization. This is a measure of performance that is not defined under IFRS and is, therefore, unlikely to be comparable to similar measures presented by other companies. This measure is used by management in assessing the operating results of the Company and is reconciled with the performance measures defined under IFRS. Reconciliations of this measure is provided in the table above.
Revenue for the three-month period ended November 30, 2025 was $15,692,844 (November 30, 2024: $102,210). The increase is due primarily to the acquisition of NVG. Excluding the effects of this acquisition, revenues for the current period would have been $195,181. The increase of 91% for the VM segment resulted from a 103% increase in revenues from the sale of electric boats and a 172% increase in revenues from the Company’s rental operations.
The Company’s gross profit for the three-month period ended November 30, 2025 increased to $4,198,339 (November 30, 2024: gross loss of $36,224). The increase is due primarily to the acquisition of NVG. Excluding the effects of this acquisition, gross profit for the current period would have been $102,352. The increase of 383% for the VM segment is due primarily to the increase in sale of boats as well as a product mix of sales that was skewed more towards high margin boat brands.
During the three-month period ended November 30, 2025, the Company incurred a net loss before tax of $4,321,607 (November 30, 2024: $1,121,398). The increase in net loss before tax was due primarily to the acquisition of NVG and a $1,112,107 decrease in gains recognized on mark to market valuations of the Company’s derivative liabilities at each balance sheet date.
During the three-month period ended November 30, 2025, the Company incurred an EBITDA loss of $2,344,308 (November 30, 2024: $2,118,091). The increase in EBITDA loss was due primarily to the acquisition of NVG.
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Overall, the Company’s operating expenses for the three-month period ended November 30, 2025 were $7,346,852 (November 30, 2024: $2,092,292). The increase is due primarily to the acquisition of NVG. Excluding the effects of this acquisition, total operating expenses for the current period would have been $2,341,459. The detailed breakdown of the operating expenses by segment is provided below:
| November 30, 2025 | November 30, 2024 | |||||||||||||||||||||||
| VM | NVG | TOTAL | VM | NVG | TOTAL | |||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Research and development | 76,698 | - | 76,698 | 181,901 | - | 181,901 | ||||||||||||||||||
| Office salaries and benefits | 633,303 | 1,921,044 | 2,554,347 | 352,373 | - | 352,373 | ||||||||||||||||||
| Selling and marketing expenses | 549,568 | 1,094,641 | 1,644,209 | 391,838 | - | 391,838 | ||||||||||||||||||
| Professional fees | 617,672 | 111,368 | 729,040 | 799,820 | - | 799,820 | ||||||||||||||||||
| Office and general | 340,352 | 1,204,411 | 1,544,763 | 269,207 | - | 269,207 | ||||||||||||||||||
| Depreciation and amortization | 102,587 | 673,929 | 776,516 | 84,022 | - | 84,022 | ||||||||||||||||||
| Share-based compensation | 21,279 | - | 21,279 | 13,131 | - | 13,131 | ||||||||||||||||||
| Total operating expenses | 2,341,459 | 5,005,393 | 7,346,852 | 2,092,292 | - | 2,092,292 | ||||||||||||||||||
The following variances were observed for the VM segment for the three-month period ended November 30, 2025:
| · | Research and development costs for the three-month period ended November 30, 2025 were $76,698 (November 30, 2024: $181,901). The decrease is due to the Company moving towards the production of its E-Motion™ powertrains, thus reducing core research and development costs during the period. |
| · | Office salaries and benefits for three-month period ended November 30, 2025 were $633,303 (November 30, 2024: $352,373). The increase is due primarily to increased lodging and other relocation costs related to the move of certain executives from Canada to Florida, as well as increased staffing in Florida for integration and governance purposes following the acquisition of NVG. |
| · | Selling and marketing expenses for the three-month period ended November 30, 2025 increased to $549,568 (November 30, 2024: $391,838) due to increased attendance at boat shows as well as increased marketing and investor relations costs. |
| · | Professional fees for the three-month period ended November 30, 2025 were $619,672 (November 30, 2024: $799,820). The decrease was driven primarily by the absence of capital-raising activities in the current quarter, whereas the prior-year period included elevated legal and advisory costs associated with financing transactions. |
| · | Office and general expenses for the three-month period ended November 30, 2025, were $340,352 (November 30, 2024: $269,207). The increase is due to increased operations in Florida for integration and governance purposes following the acquisition of NVG. |
| · | Share-based compensation for the three-month period ended November 30, 2025 increased to $21,279 (November 30, 2024: $13,131). The costs include past grants of stock options which are recognized when the stock options are vested and past grants of RSUs which are recognized over the requisite service period for expected achievement of market-based performance conditions. 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 RSU grants, the Company recognizes compensation expense based on the fair value at the date of grant using the Monte Carlo simulation model. |
| · | Net finance expense for the three-month period ended November 30, 2025 amounted to $113,014 (November 30, 2024: net finance income of $1,107,118). This fluctuation was caused primarily by mark to market valuations of the Company’s derivative liabilities at the balance sheet date. |
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1.6 Liquidity and Capital Resources
The Company’s operations consist of the designing, developing and manufacturing of electric outboard powertrain systems, rental of electric boats and boats sales. The Company’s financial success is dependent upon its ability to market and sell its outboard powertrain systems and sell boats; and to raise sufficient working capital to enable the Company to execute its business plan. The Company’s historical capital needs have been met by internally generated cashflow from operations and the support of its shareholders. During the year ended August 31, 2023, the Company raised net proceeds of $9,287,254 while, during the year ended August 31, 2024, the Company raised net proceeds of $6,197,656. During the fiscal year ended August 31, 2025, the Company raised net proceeds of $25,103,817. During the three-month period ended November 30, 2025, the Company raised net proceeds of nil. However, should the Company need further funding, there is no assurance that equity funding will be possible at the times required by the Company. If no funds can be raised and sales of its products do not produce sufficient net cash flow, then the Company may require a significant curtailing of operations to ensure its survival.
The 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 net loss before tax of $4,321,607 and net loss of $4,312,549 during the three-month period ended November 30, 2025 and has a cash balance and a working capital surplus of $2,299,575 and $4,702,926, respectively, as at November 30, 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 three-month period ended November 30, 2025.
As of January 13, 2025, the Company had 37,008,735 issued and outstanding common shares and 56,198,805 on a fully diluted basis.
The Company had $4,702,926 of working capital surplus as at November 30, 2025 compared to $9,277,798 working capital surplus as at August 31, 2025. The decrease in working capital surplus during the three-month period ended November 30, 2025 resulted from the cash provided by operations of $1,853,174 (November 30, 2024: cash used in operations of $4,170,621); cash provided by investing activities of $3,758,304 (November 30, 2024: cash used in investing activities of $6,143) resulting primarily from $3,833,603 of net proceeds received following the sale of two real estate properties held by the former shareholders of NVG (see section 1.9 below for details) which was partially offset by additions to property, equipment and intangibles of $75,299 (November 30, 2024: $6,143); cash used in financing activities of $10,730,682 (November 30, 2024: cash provided by financing activities of $4,817,753), caused by the repayment of lease liabilities of $565,888 (November 30, 2024: $26,550), the repayment of long-term debt of $178,520 (November 30, 2024: $228,371), and the repayment of floor plan financing of $10,281,211 (November 30, 2024: nil) which was partially offset by the issuance of various securities of nil (November 30, 2024: $4,940,659), an increase in long-term debt of $250,000 (November 30, 2024: $207,161), and an increase in floor plan financing of $44,937 (November 30, 2024: nil).
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1.7 Capital Resources
As at November 30, 2025, the Company had cash of $2,299,575 (August 31, 2025: $7,418,779).
As of the date of this MD&A, the Company has no outstanding commitments, other than rent and lease commitments and purchase commitments as disclosed in Note 12 and 24 of the Company’s interim condensed consolidated financial statements for the three-month period ended November 30, 2025.
1.8 Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
1.9 Transactions with Related Parties
Proceeds receivable from related parties
Under the Real Estate Agreement entered into concurrently with the acquisition of NVG, the Company is entitled to recover value from six real estate properties owned by Marine Ventures LLC and other related entities, either through:
| · | receipt of net cash proceeds upon sale to third parties; or |
| · | non-cash settlement through the transfer of the underlying properties to the Company at fair market value, net of outstanding mortgage balances and transaction costs. |
The Proceeds receivable from related parties represents the Company’s contractual right to recover value through either of these settlement mechanisms and, accordingly, is presented as a financial asset rather than as real estate or investment property until settlement occurs.
As at the acquisition date of June 20, 2025, the Company recognized Proceeds receivable from related parties of $10,389,917, representing the fair value of its right to receive such proceeds. As at August 31, 2025, the balance of Proceeds receivable from related parties remained $10,389,917.
In October 2025, two of the six properties were sold by Marine Ventures LLC, resulting in the receipt of net cash proceeds of $3,833,603 during the three-month period ended November 30, 2025. Following these transactions, the non-interest-bearing demand note receivable from Marine Ventures LLC was fully settled, and the remaining balance of $6,556,314 represents a contingent receivable related to the remaining properties.
As at November 30, 2025, the fair value of the Proceeds receivable from related parties was $6,556,314, which is disaggregated by expected settlement mechanism as follows:
| Number of | Discounted receivable | |||||||
| Expected settlement mechanism | properties | $ | ||||||
| Sale to third party (cash settlement) | 1 | 4,287,196 | ||||||
| Transfer to the Company (non-cash settlement) | 3 | 2,369,118 | ||||||
| Total Proceeds receivable from related party | 4 | 6,556,314 | ||||||
For properties expected to be sold to third parties, the receivable reflects estimated net cash proceeds based on fair market value, less outstanding mortgage balances, selling commissions and transaction costs, discounted to present value based on the expected timing of sale.
For properties expected to be transferred to the Company rather than sold to third parties, collectability is achieved through delivery of the underlying real estate assets measured at fair value, rather than through external liquidation. This settlement mechanism does not impair collectability, as the Company ultimately recovers value equivalent to the receivable through acquisition of identifiable real estate assets.
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Because the cash flows associated with the Proceeds receivable from related parties are not solely payments of principal and interest, the contingent receivable is measured at fair value through profit or loss in accordance with IFRS 9.
At November 30, 2025, the fair value of $6,556,314 reflected:
| · | management’s estimate of expected net proceeds or fair value of properties to be transferred; |
| · | the expected timing of settlement, ranging from April 2026 to November 2026; |
| · | probability-weighted outcomes consistent with market participant assumptions; and |
| · | discounting of estimated cash flows using credit-adjusted discount rates ranging from approximately 16.4% to 16.6%. |
Although updated valuation work indicates potential upside relative to the current carrying amount, management has concluded that it would not be appropriate to recognize any increase in the receivable at November 30, 2025 due to the absence of corroborating transactional evidence, such as executed sale agreements or completed property transfers, as of the reporting date.
A 100% probability was assigned to realization of the Proceeds receivable from related parties based on the valuations and sales processes in place at the acquisition date.
Right of use assets and lease liabilities
The Company leases four properties from Marine Ventures LLC. These leases are accounted for as right-of-use assets and lease liabilities. As at November 30, 2025, the right-of-use asset for these leases was $5,921,805 [August 31, 2025 – $6,360,457] and the lease liability was $6,017,474 [August 31, 2025 – $6,290,920].
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Related party transactions and balances
The following table summarizes the Company’s related party transactions for the period:
| Three-month period ended November 30, 2025 | Three-month period ended November 30, 2024 | |||||||
| $ | $ | |||||||
| Expenses | ||||||||
| Research and development | ||||||||
| Mac Engineering, SASU | - | 795,875 | ||||||
| Interest expense | ||||||||
| Roger Moore | 66,630 | - | ||||||
| Rent expense | ||||||||
| California Electric Boat Company | 50,731 | 48,219 | ||||||
| Marine Ventures LLC | 143,720 | - | ||||||
| Income booked through Contributed Surplus | ||||||||
| Management fees | ||||||||
| Marine Ventures LLC | 159,269 | - | ||||||
The following table summarizes the remuneration paid to directors and key management of the Company:
| Three-month period ended November 30, 2025 | Three-month period ended November 30, 2024 | |||||||
| $ | $ | |||||||
| Salaries and benefits | 438,012 | 255,271 | ||||||
| Share-based payments – capital stock | 29,588 | 63,671 | ||||||
| Share-based payments – stock options | 7,174 | 7,689 | ||||||
| 474,774 | 326,631 | |||||||
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The amounts due to and from related parties are as follows:
| As at November 30, 2025 | As at August 31, 2025 | |||||||
| $ | $ | |||||||
| Share subscription receivable | ||||||||
| 9335-1427 Quebec Inc. | 17,884 | 18,193 | ||||||
| Alexandre Mongeon | 10,158 | 10,333 | ||||||
| 28,042 | 28,526 | |||||||
| Amounts due to related parties included in trade and other payable | ||||||||
| Alexandre Mongeon | 11,538 | 16,946 | ||||||
| Raffi Sossoyan | 3,802 | 7,277 | ||||||
| Roger Moore* | 14,996 | 19,520 | ||||||
| Maxime Poudrier | 2,885 | - | ||||||
| Daniel Rathe | 3,077 | 6,154 | ||||||
| 1925 Holiday Holdings LLC | 32,900 | - | ||||||
| Palm City Marine LLC | 8,505 | - | ||||||
| NVPB Marina Holdings LLC | 24,973 | - | ||||||
| NV FL 1440 Holdings LLC | 27,975 | - | ||||||
| NV FL Holdings LLC | 100,142 | - | ||||||
| 230,793 | 49,897 | |||||||
| *includes interest payable at November 30, 2025 of $8,265 (August 31, 2025 - $6,058) | ||||||||
| Proceeds receivable from related parties | ||||||||
| Non-interest bearing demand note receivable from Marine Ventures LLC | - | 3,422,154 | ||||||
| Contingent receivable from Marine Ventures LLC | 6,556,314 | 6,967,763 | ||||||
| 6,556,314 | 10,389,917 | |||||||
| Purchase consideration payable to related party | ||||||||
| Initial Convertible Note due to Roger Moore (note 15) | 3,066,374 | 3,111,810 | ||||||
| Subsequent Convertible Note due to Roger Moore (note 15) | 721,265 | 653,262 | ||||||
| Real Estate Note due to Roger Moore (note 15) | 1,442,537 | 1,283,434 | ||||||
| 5,230,176 | 5,048,506 | |||||||
Share subscription receivable and amounts due to related parties included in trade and other payables are non-interest bearing and have no specified terms of repayment.
1.10 Critical Accounting Estimates
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates. There were no material changes in estimates in the Company’s interim condensed consolidated financial statements for the three-month period ended November 30, 2025.
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1.11 Changes in Accounting Policies including Initial Adoption
See Note 3 of the Company's interim condensed consolidated financial statements for the three-month period ended November 30, 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, 2025, except for the adoption of the amendments to IAS 21 Effect of variations in exchange rates - Lack of interchangeability on September 1, 2025 as described in Note 3 of the Company's interim condensed consolidated financial statements for the three-month period ended November 30, 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 November 30, 2025 were not effective to provide reasonable assurance that material information required to be disclosed by us in the reports that we file with, or submit to, the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in by the SEC’s rules and regulations, solely due to the presence of a material weakness in internal controls over financial reporting as described below, which management is in the process of remediating.
Internal controls over financial reporting
The CEO and the CFO have also designed internal controls over financial reporting or have caused them to be designed under their supervision, in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
An evaluation was carried out, under the supervision of the CEO and the CFO, of the design and effectiveness of our internal controls over financial reporting, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) on Internal Control – Integrated Framework (2013 Framework).
As a result of the year-end assessment process for the year ended August 31, 2025, we identified that we did not maintain effective processes and controls over the financial statement close process and the accounting for and reporting of complex and non-routine transactions due to a material weakness. Specifically, we determined that there was a lack of sufficient accounting and finance personnel to enable appropriate level of internal controls within the financial statement close process, including performing in-depth analysis and review of complex accounting matters and non-routine transactions within the timeframes set by us for filing our consolidated financial statements. Because of this deficiency, we concluded there was a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis at November 30, 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 November 30, 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 period ended November 30, 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.
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Changes in internal controls over financial reporting
Other than as described above, no changes were made to our internal controls over financial reporting that occurred during the three-month period ended November 30, 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 15 and 21 to the Company's interim condensed consolidated financial statements for the three-month period ended November 30, 2025.
1.15 Additional Information
|
HEAD OFFICE
730 Boulevard du Cure-Boivin Boisbriand, Quebec J7G 2A7 Canada
Tel: (450) 951 - 7009
Email: admin@v-mti.com
OFFICERS & DIRECTORS
Steve P. Barrenechea Director
Dr. Philippe Couillard Director
Luisa Ingargiola Director
Pierre-Yves Terrisse Director
Alexandre Mongeon, Chief Executive Officer and Director
Maxime Poudrier Chief Operating Officer
Daniel Rathe Chief Technical Officer
Raffi Sossoyan, CPA Chief Financial Officer |
CAPITALIZATION
(as at January 13, 2025)
Voting Common Shares Authorized: Unlimited
Voting Common Shares Issued: 37,008,735
AUDITORS
M&K CPAS, PLLC 24955 Interstate-45 N. Suite 400 The Woodlands, Texas, 77380 U.S.A
U.S. LEGAL COUNSEL
Ortoli Rosenstadt LLP 366 Madison Avenue 3rd Floor New York, New York, 10017 U.S.A. |
29
Exhibit 99.3
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Alexandre Mongeon, Chief Executive Officer of Vision Marine Technologies Inc., certify the following:
| 1. | Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Vision Marine Technologies Inc. (the “issuer”) for the interim period ended November 30, 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). |
- 2 -
| 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;
(b) the impact of the material weakness on the issuer's financial reporting and its ICFR; and
(c) the issuer's current plans, if any, or any actions already undertaken, for remediating the material weakness.
| 5.3 | N/A. |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on September 1, 2025 and ended on November 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
| Date: January 13, 2026 | |
| /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 November 30, 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). |
- 2 -
| 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;
(b) the impact of the material weakness on the issuer's financial reporting and its ICFR; and
(c) the issuer's current plans, if any, or any actions already undertaken, for remediating the material weakness.
| 5.3 | N/A. |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on September 1, 2025 and ended on November 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
| Date: January 13, 2026 | |
| /s/ Raffi Sossoyan | |
| Raffi Sossoyan | |
| Chief Financial Officer |
Exhibit 99.5
Vision Marine Technologies Reports $1.9 Million of Cash Provided by Operating Activities in First Quarter of Fiscal 2026
Montreal, Canada – January 13, 2026 – Vision Marine Technologies Inc. (NASDAQ: VMAR) (“Vision Marine” or the “Company”), an electric marine propulsion company designing and manufacturing high-voltage powertrain systems, and operating a premium recreational boat retail network, today reported financial results for the three-month period ended November 30, 2025.
The first quarter of fiscal 2026 represents a meaningful operational inflection point for Vision Marine, as the Company generated $1.9 million of cash provided by operating activities, marking its first positive operating cash flow quarter following a period in which operations had historically consumed cash. This quarter reflects the early stages of integrating Nautical Ventures Group Inc. (“NVG” or “Nautical Ventures”) and the initial implementation of operating efficiencies and organizational alignment, which are only beginning. We are striving to continue optimization of operations throughout fiscal 2026, as management remains focused on achieving EBITDA-positive and cash-flow-positive operations as swiftly as practicable to create long-term shareholder value.
As at November 30, 2025, Vision Marine reported cash of $2.3 million and a working capital surplus of approximately $4.7 million. These figures do not include the Company’s $9.6 million of gross proceeds of equity financing completed on December 19, 2025. Combined with $1.9 million of cash provided by operating activities during the quarter, driven primarily by the early execution of operating efficiencies, these items reflect a strengthening liquidity profile as the Company executes its 2026 operational optimization initiatives.
Total revenues for the quarter were $15.7 million, compared to $0.1 million in the prior-year period, driven primarily by the scale of the Company’s expanded U.S. retail platform following the inclusion of NVG’s dealership operations. Gross profit for the quarter totalled $4.2 million or 27%, reflecting the operating leverage of the expanded retail network.
The Company reported a net loss before taxes of $4.3 million for the quarter, compared to $1.1 million in the prior-year period. The increase reflects the strategic acquisition of NVG, which significantly expanded the Company’s operating footprint, as well as a $1.1 million reduction in non-cash gains related to mark-to-market movements on derivative liabilities.
For the three-month period ended November 30, 2025, the Company recorded an EBITDA loss of $2.3 million compared to $2.0 million in the prior-year period. EBITDA is a non-GAAP financial measure and is reconciled to net loss in the Company’s Management’s Discussion and Analysis for the period. Management believes EBITDA provides a useful supplemental measure for evaluating operating performance, particularly during transitional acquisition integration phases, as the Company prioritizes cash-flow generation and operational optimization during fiscal 2026. The increase in EBITDA loss was driven primarily by the inclusion of NVG’s results.
“Generating positive operating cash flow in the first quarter following the Nautical Ventures acquisition represents an important step in stabilizing our financial foundation,” said Alexandre Mongeon, Chief Executive Officer of Vision Marine. “Our focus remains on disciplined inventory management, integration execution, and strengthening liquidity as we execute on planned divestitures of non-core real-estate assets in the coming quarters, further strengthening the balance sheet without dilution. The Company’s focus is on fundamentals, including cash flow generation, margin expansion, strengthening the balance sheet, and generate new revenue growth opportunities from our marina and with our E-Motion™ 180E electric propulsion system.”
Raffi Sossoyan, Chief Financial Officer of Vision Marine, added, “this quarter represents a clear inflection point for the business. Following a period where operations historically consumed cash, we have now generated positive operating cash flow. Combined with the $9.6 million in gross proceeds of equity financing completed subsequent to quarter-end, we believe the Company has the liquidity required to continue executing its near-term operational plans. These include cost-reduction initiatives, further right-sizing of Nautical Ventures operations, disciplined inventory management, and balance-sheet strengthening, all undertaken in a challenging macroeconomic and recreational boating environment.”
Outlook
Management’s outlook for fiscal 2026 is centered on strengthening the core operating fundamentals of the combined platform as integration progresses, with particular emphasis on cash-flow generation, margin improvement, and balance-sheet resilience. Key priorities include:
| · | Completing the integration of Nautical Ventures over the next year, during which further operational alignment and optimization initiatives are anticipated; |
| · | Monetizing select non-core real-estate assets, with the objective of completing such initiatives within approximately two to three quarters, to generate additional non-dilutive liquidity in support of operations and balance-sheet strengthening; |
| · | Further optimizing inventory levels and working-capital efficiency; |
| · | Strengthening lender and financing relationships; |
| · | Advancing initiatives to support long-term liquidity and operational performance; and |
| · | Expanding aftersales and maintenance programs across its boat portfolio, including E-Motion™ 180E installation and servicing, and offering financing and insurance at the point of sale to enhance the customer purchase experience and support the development of recurring revenue streams |
Non-GAAP Financial Measure
EBITDA is a non-GAAP financial measure and does not have a standardized meaning under IFRS. As a result, EBITDA may not be comparable to similarly titled measures presented by other companies. Management uses EBITDA as a supplemental measure to assess operating performance by excluding non-cash and financing-related items. A reconciliation of EBITDA to net loss, the most directly comparable IFRS measure, is included in the Company’s Management’s Discussion and Analysis for the three-month period ended November 30, 2025 filed with the U.S. Securities and Exchange Commission on a report on Form 6-K on the date hereof.
About Vision Marine Technologies, Inc.
Vision Marine Technologies (NASDAQ: VMAR) is a marine technology and retail group delivering premium boating experiences across internal combustion and electric segments. Through its E-Motion™ high-voltage propulsion platform and its Nautical Ventures retail network, Vision Marine delivers integrated solutions spanning propulsion, retail, service, and on-water consumer engagement.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Canadian securities laws and within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include predictions, expectations, estimates, and other information that might be considered future events or trends, not relating to historical matters. Forward-looking statements can often be identified by such words as "expects", "plans", "believes", "intends", "continue", "potential", "remains", and similar expressions or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results "may", "could", or "will" be taken. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. Vision Marine's Annual Report on Form 20-F, as amended, for the year ended August 31, 2025, and its periodic filings with the SEC and on SEDAR+ provide a detailed discussion of these risks and uncertainties. The Company assumes no obligation to update the information in this communication, except as required by law. Additional information identifying risks and uncertainties is contained in filings by the Company with the various securities commissions which are available online at www.sec.gov and www.sedarplus.ca. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of management. Such statements may not be appropriate for other purposes and readers should not place undue reliance on these forward-looking statements, that speak only as of the date hereof, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
Investor and Company Contact:
Bruce Nurse
Investor Relations
(303) 919-2913
bn@v-mti.com