Vision Marine Technologies Inc美股招股说明书(2025-12-19版)

19,250,000 Common UnitsEach Common Unit consisting of One Common Share and One Half of One Common Warrant to Purchase One Common Share 12,750,000 Pre-Funded UnitsEach Pre-Funded Unit consisting of One Pre-Funded Warrant and One Half of One Common Warrant to Purchase One CommonShare 19,250,000 Common Shares included in the Common Units12,750,000 Pre-Funded Warrants to purchase Common Shares included in the Pre-Funded Units 12,750,000 Common Shares underlying the Pre-Funded Warrants16,000,000 Common Shares underlying the Common Warrants Vision Marine Technologies Inc. We are offering on a best-efforts basis 19,250,000 of our common units, each common unit consisting of one common share, without parvalue per share of Vision Marine TechnologiesInc. (the “Company”, “we”, “our”, “us”) and one half of one common warrant to purchasea common share. Each whole common warrant will entitle the holder to purchase one common share at an exercise price of $0.375, whichis equal to 125% of the public offering price of one common unit. Each Warrant will expire five years from date of issuance. For further We are also offering to each purchaser of common units that would otherwise result in the purchaser’s beneficial ownership exceeding4.99% of our outstanding common shares immediately following the consummation of this offering the opportunity to purchase12,750,000 pre-funded units in lieu of common units, with each pre-funded unit consisting of a pre-funded warrant and one half of acommon warrant. Each pre-funded warrant will be exercisable for one common share. The purchase price of each pre-funded unit will beequal to the price per common unit, minus C$0.001, and the remaining exercise price of each pre-funded warrant will equal C$0.001 per A holder of pre-funded warrants or of common warrants will not have the right to exercise any portion of its pre-funded warrants orcommon warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, The common units and pre-funded units have no stand-alone rights, will not be certificated or issued as stand-alone securities and willimmediately separate into their constituent parts once sold. Because we will issue only whole warrants, holders must purchase an even Our common shares are currently traded on the Nasdaq Capital Market, or Nasdaq, under the symbol “VMAR.” On December11, 2025,the last reported sale price of our common shares on Nasdaq was $0.53. As of December11, 2025, there were 5,008,735common sharesissued and outstanding. There is no established public trading market for our common units, the pre-funded units, common warrants andpre-funded warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the common units,pre-funded units, common warrants or pre-funded warrants on any national securities exchange or other nationally recognized trading We are an “emerging growth company” under the federal securities laws and have elected to comply with certain reduced public companyreporting requirements. Investing in the offered securities involves a high degree of risk. You should carefully consider the matters described under thecaption “Risk Factors” beginning on page20 as well as the other information contained in this prospectus before making a Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We have engaged ThinkEquity LLC, or the placement agent, to act as our exclusive placement agent in connection with this offering. Theplacement agent has agreed to use its reasonable best-efforts to arrange for the sale of the securities offered by this prospectus. Theplacement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange thepurchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the placement agent the placement agent Placement agent fees do not include a non-accountable expense allowance equal to 1% of the public offering price payable to theplacement agent. See "Plan of Distribution" for a description of compensation payable to the placement agent. Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this Offering, the actualpublic offering amount, placement agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less thanthe total maximum offering amounts set forth above. For more information, see “Plan of Distribution.” This offering will terminate on December31, 2025, unless we decide to terminate the offering (which we may do at any time in ourdiscretion) prior to that date. We will have one closing for all the securities purcha