Vision Marine Technologies Inc. (NASDAQ: VMAR; TSXV: VMAR) has entered into a non-binding letter of intent to complete a reverse takeover with an undisclosed privately held company specializing in unmanned and autonomous systems. The transaction, announced on August 24, 2026, would result in a change of control for Vision Marine, with the counterparty’s shareholders expected to hold approximately 97.1% of the combined entity at closing.
Existing Vision Marine securityholders are projected to retain an estimated 2.9% stake in the combined company, excluding concurrent financing. An additional contingent share consideration of up to 2.8% could be earned by Vision Marine securityholders if the counterparty meets maritime autonomy and military or government sales milestones, bringing the total potential interest to approximately 5.7%.
The deal requires at least $25 million in concurrent or pre-closing financing and mandates that the counterparty secure at least $100 million in binding purchase orders for 2027 deliveries as a condition of completion. These purchase orders do not represent currently received orders or contracted backlog.
The counterparty focuses on developing and integrating aerial autonomous systems for defense, government, and critical-infrastructure applications. The combined company’s common shares are intended to remain listed on the Nasdaq Capital Market, subject to an initial listing application, and require approval from the TSX. The transaction remains subject to multiple conditions, including mutual due diligence, definitive agreement negotiations, board and shareholder approvals, stock exchange approvals, and completion of required financial statements.
The letter of intent is non-binding, and neither party is obligated to finalize the transaction. Vision Marine is headquartered in Boisbriand, Quebec, and the parties have set October 15, 2026, as the target date to execute definitive agreements and December 31, 2026, as the target for completing the transaction.
