United States securities and exchange commission logo
June 26, 2020
Alexandre Mongeon
Chief Executive Officer
Vision Marine Technologies Inc.
730 Boulevard du Cure-Boivin
Boisbriand, Quebec J7G2A7, Canada
Re: Vision Marine
Technologies Inc.
Draft Registration
Statement on Form F-1
Submitted June 2,
2020
CIK No. 0001813783
Dear Mr. Mongeon:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-1 submitted June 2, 2020
Prospectus Summary, page ii
1. Please tell us whether
you may be a "controlled company" under the definition of the
applicable stock
exchange after the offering and provide appropriate disclosure on the
prospectus cover page,
prospectus summary, and risk factors to the extent appropriate.
2. Please reconcile your
disclosure on page iii that you are planning to launch the Phoenix
290 with your
disclosure on page 38 regarding the launch of the Phoenix 290 at the Miami
Boat Show in 2020.
3. Please balance your
disclosure by disclosing the amount of your net loss for the most
recent audited and
interim periods.
Alexandre Mongeon
FirstName LastNameAlexandre
Vision Marine Technologies Inc.Mongeon
Comapany
June NameVision Marine Technologies Inc.
26, 2020
June 26,
Page 2 2020 Page 2
FirstName LastName
4. We note your disclosure that you expect your core intellectual
property contained within
your outboard electric powertrain systems to form the foundation for
your future growth.
Please revise your summary to disclose that the intellectual property
in your powertrain
systems is not protected through patents, trademarks or copyrights.
Industry Overview, page iv
5. Please tell us whether you commissioned any of the third-party data
presented in your
document.
Business Overview, page 20
6. We note your disclosure that approximately 90% of your sales occurred
outside of
Canada. Please revise to include a description of the principal
geographic markets in
which your company competes. Please disclose any governmental
regulations associated
with those geographical markets.
Patents and Licenses, page 27
7. We note your disclosure that you intend to continue to file patent
applications with respect
to components of a powertrain that you are developing. Please disclose
whether you have
any pending applications.
Principal Shareholders, page 49
8. Please revise the disclosure in the last sentence of this section to
quantify the number of
record holders in the United States and the corresponding percentage
of the outstanding
shares currently held in the United States. Refer to Item 7.A.2. of
Form 20-F.
Related Party Transactions, page 50
9. We note the disclosure in the second paragraph of this section
regarding advances from
related parties. Please clarify which advances were pursuant to a
written agreement and,
if applicable, file the agreements as exhibits to the registration
statement.
Material Income Tax Information, page 55
10. Please refer to the captions entitled "Certain Canadian Federal Income
Tax Considerations
for Non-Canadian Holders" and "Certain Material United States Federal
Income Tax
Considerations" on pages 55 and 56, respectively. Please revise to
clarify that the
disclosure discusses the material federal income tax considerations
Index to Financial Statements, page 67
11. Please tell us the consideration given to the requirements of
Instructions to Item 8.A.4 of
the Form 20-F, where audited financial statements in initial public
offerings must be no
more than 12 months old at the time of filing of the registration
statement. At this time,
we note you have confidentially submitted your IPO on Form F-1 that
contains audited
Alexandre Mongeon
Vision Marine Technologies Inc.
June 26, 2020
Page 3
financial statements for the fiscal year ended August 31, 2019. Please
advise and comply,
as applicable, with Instruction 2 to Item 8.A.4 of the Form 20-F.
Notes to Financial Statements of Riopel Marine Inc.
Note 2: Basis of preparation, page F-6
12. Please revise the note to include the date on which your Board of
Directors authorized
issue of the financial statements. Your current disclosure says "on
DATE". This comment
also applies to similar disclosure included in your interim financial
statements on page F-
34.
Exhibits and Financial Statement Schedules, page II-1
13. Please file as exhibits to the registration statement the stock option
agreement, lease
agreements and lock-up agreements mentioned on pages 34, 48 and 62,
respectively.
14. Please update your exhibit index to include employment contracts required
by Item
601(b)(10) of Regulation S-K, as contemplated by Item 8 of Form F-1. In
the alternative,
please tell us if these agreements are not required to be publicly filed
in your home
country, are not otherwise publicly disclosed, and therefore are not
filed based on Item
601(b)(10)(iii)(C)(5) of Regulation S-K
15. We note your disclosure that you rely on a limited number of suppliers
for key
components of your products. Please tell us what consideration you have
given to filing
your supply agreements with your key vendors as exhibits to your
registration statement.
You may contact Beverly Singleton, Staff Accountant, at 202-551-3328 or
Martin
James, Senior Advisor, at 202-551-3671 if you have questions regarding comments
on the
financial statements and related matters. Please contact Thomas Jones, Staff
Attorney, at 202-
551-3602 or Asia Timmons-Pierce, Special Counsel, at 202-551-3754 with any
other questions.
Sincerely,
FirstName LastNameAlexandre Mongeon
Division of
Corporation Finance
Comapany NameVision Marine Technologies Inc.
Office of
Manufacturing
June 26, 2020 Page 3
cc: William Rosenstadt, Esq.
FirstName LastName