United States securities and exchange commission logo
October 5, 2020
Alexandre Mongeon
Chief Executive Officer
Vision Marine Technologies Inc.
730 Boulevard du Cure-Boivin
Boisbriand, Quebec J7G2A7, Canada
Re: Vision Marine
Technologies Inc.
Amendment No. 2 to
Registration Statement on Form F-1
Filed September 22,
2020
File No. 333-239777
Dear Mr. Mongeon:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-1 filed September
22, 2020
Prospectus Summary, page ii
1. We note that you
completed a 3.7-for-1 reverse stock split on September 3, 2020 and the
exchange of 600 Class A
shares, being the entire share capital of the company, for
13,850,916 Voting
Common Shares on January 20, 2020. Please revise all share and per
share information in
the filing, including the audited financial statements and the notes
thereto, to give
retroactive effect to these capital structure changes. Refer to IAS
33.64, SAB Topic 4.C
and PCAOB Auditing Standard 4101.
Executive Compensation, page 15
2. Please update your
executive compensation disclosure to include your recently
completed fiscal year.
Please refer to Item 6.B. of Form 20-F.
Alexandre Mongeon
Vision Marine Technologies Inc.
October 5, 2020
Page 2
Capitalization and Indebtedness, page 17
3. Please refer to Item 3.B of the Form 20-F and revise the table to
address the following:
Delete the entire assets section since these amounts do not
constitute part of your
capitalization.
Revise the liabilities section to only present your short- and
long-term debt amounts
using the same captions shown on your interim balance sheet on
page F-30.
Replace the line item 'Total Liabilities and Shareholders' Equity
(Deficit)' with the
caption 'Total Capitalization', as that amount will be the
summation of your short-
and long-term debt and total equity (deficit).
Include a footnote to the pro forma column of the table that
explains how the
proceeds from the sale of common shares issued since March 1, 2020
were used,
including, for example, for working capital or other purposes.
Related-Party Transactions, page 50
4. We note your disclosure that the amounts due to related parties were
as of February 29,
2020. Please update to reflect a more recent date.
Note 15. Subsequent Events, page F-46
5. We note your common stock and stock option issuances for cash and
services during the
period from March 2020 through September 2020. We further note that
the IPO price
range is US$8.00 to US$10.00 per common stock, with a mid-point price
of US$9.00 or
CDN$12.07 per share and that the fair value of your common stock used
to value the
issuances was CDN$3.70. Please address the following:
Describe to us your relationships with the investors who
participated in the cash sales
of your common stock during that period, including whether you
considered them
independent unrelated parties of the company.
Explain to us how you determined the fair value of your common stock
at each of the
issuance dates during the period, and tell us the amount of and how
you calculated
any compensation expense you recorded relating to each issuance.
In light of the significant difference between the estimated fair
values of
your common stock during the period and the estimated IPO mid-point
price, please
explain to us each significant factor, including events in the
history of the company's
operations and capitalization, that contributed to the difference
between the recent
FirstName LastNameAlexandre Mongeon
valuations of your common stock leading up to the IPO and the
estimated offering
Comapany price.
NameVision Marine Technologies Inc.
October 5, 2020 Page 2
FirstName LastName
Alexandre Mongeon
FirstName LastNameAlexandre
Vision Marine Technologies Inc.Mongeon
Comapany
October NameVision Marine Technologies Inc.
5, 2020
October
Page 3 5, 2020 Page 3
FirstName LastName
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,
Division of
Corporation Finance
Office of
Manufacturing
cc: William Rosenstadt, Esq.