As filed with the U.S. Securities and Exchange Commission on November 23, 2020.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
VISION MARINE TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Québec | 3730 | N/A |
(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
incorporation or organization) | Classification Code Number) | Identification Number) |
730 Boulevard du Curé-Boivin
Boisbriand, Québec J7G 2A7, Canada
Telephone: 450-951-7009
(Address of principal executive offices, including zip code, and telephone number, including area code)
Corporation Service Company
251 Little Falls Drive, Wilmington, DE 19808
Telephone: +1 302 636 5401
(Name, address, including zip code, and telephone number, including area code, of agent of service)
Copies to:
William Rosenstadt, Esq. Tim Dockery, Esq. Ortoli Rosenstadt LLP 501 Madison Avenue, 14th Floor New York, New York 10022 Telephone: (302) 738-6680 | Rob Condon, Esq. Dentons US LLP 1221 Avenue of the Americas |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-239777
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered(2) | Proposed Maximum Aggregate | Amount Of Registration Fee (3) | ||||||
Common shares | US$ | 4,600,000 | US$ | 502 | ||||
Warrants to be issued to the underwriter (4) | - | - | ||||||
Common shares underlying warrants to be issued to the underwriter (5) | US$ | 316,250 | US$ | 35 | ||||
US$ | 4,916,250 | US$ | 537 |
(1) | Includes common shares issuable upon exercise of an over-allotment option to purchase additional shares granted to the underwriter. Does not include shares that the registrant previously registered on the registration statement on Form F-1 (File No. 333-239777). | |
(2) | Pursuant to Rule 416 under the Securities Act, there are also being registered such indeterminate number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. | |
(3) | Calculated pursuant to Rule 457(o) under the Securities Act. | |
(4) | No registration fee required pursuant to Rule 457(g). | |
(5) | We have agreed to issue to the underwriters warrants to purchase common shares representing up to 5.5% of the common shares issued in the offering. The representative’s warrants are exercisable at a per share exercise price equal to 125% of the public offering price per common share offered hereby. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the representative’s warrants is US$316,250, which is equal to 125% of US$253,000 (5.5% of US$4,600,000). |
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) (“Rule 462(b)”) and General Instruction V of Form F-1, both promulgated under the Securities Act of 1933, as amended. Pursuant to Rule 462(b), the contents of the Registration Statement on Form F-1 (File No. 333-239777) of Vision Marine Technologies Inc., including the exhibits thereto, which was declared effective by the Securities and Exchange Commission on November 23, 2020, are incorporated by reference into this Registration Statement.
The required opinions and consents are filed herewith.
PART II
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed with this registration statement
5.1 | Opinion of Renno & Co. | |
23.1 | Consent of BDO Canada LLP | |
23.2 | Consent of Renno & Co. (contained in exhibit 5.1) |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Boisbriand, Province of Québec, Canada on November 23, 2020.
VISION MARINE TECHNOLOGIES INC. | ||
(Registrant) | ||
By: | /s/ Alexandre Mongeon | |
Alexandre Mongeon, Chief Executive Officer | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Alexandre Mongeon | Chief Executive Officer (Principal Executive Officer), Chairman | November 23, 2020 | ||
Alexandre Mongeon | ||||
/s/ Kulwant Sandher | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | November 23, 2020 | ||
Kulwant Sandher | ||||
/s/ Robert Ghetti | Director | November 23, 2020 | ||
Robert Ghetti | ||||
/s/ Patrick Bobby | Director | November 23, 2020 | ||
Patrick Bobby | ||||
/s/ Luisa Ingargiola | Director | November 23, 2020 | ||
Luisa Ingargiola | ||||
/s/ Steve Barrenechea | Director | November 23, 2020 | ||
Steve Barrenechea | ||||
/s/ Renaud Cloutier | Director | November 23, 2020 | ||
Renaud Cloutier |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Vision Marine Technologies Inc., has signed this registration statement or amendment thereto in New York, New York, on November 23, 2020.
Ortoli Rosenstadt LLP | ||
By: | /s/ William S. Rosenstadt | |
Name: William S. Rosenstadt | ||
Title: Managing Partner |