Vision Marine Technologies Inc. said on Monday it signed a non-binding letter of intent for a reverse takeover, with the transaction structured as a business combination resulting in a change of control. The company, which specializes in electric marine propulsion systems, will remain listed on the Nasdaq Capital Market following the deal.
The agreement, dated August 20, 2026, outlines a timeline for completion, with definitive agreements targeted for October 15, 2026, and the transaction expected to close by December 31, 2026. Vision Marine’s existing securityholders would hold approximately 2.9% of the combined entity at closing, while the counterparty’s shareholders would retain about 97.1%, according to the ownership breakdown.
The counterparty develops unmanned and autonomous systems primarily for defense, government, and critical-infrastructure applications. Vision Marine securityholders could receive up to an additional 2.8% in contingent share consideration if milestones related to maritime autonomy and military or government sales are achieved, bringing their potential total interest to about 5.7%.
The deal is contingent on several conditions, including mutual due diligence, board and shareholder approvals, and stock exchange clearances. A concurrent or pre-closing financing of at least $25 million is required, along with the counterparty securing at least $100 million in aggregate binding purchase orders for 2027 deliveries. ThinkEquity is serving as Vision Marine’s financial advisor for the transaction.
The letter of intent is non-binding, and neither party is obligated to proceed with the deal.
