Vision Marine Technologies has signed a non-binding letter of intent for a proposed business combination with an undisclosed private defense technology company that would expand Vision Marine beyond electric propulsion into autonomous systems, artificial intelligence and unmanned aerial technologies.
The proposed transaction would be structured as a reverse takeover and result in a change of control.
Based on current terms, shareholders of the undisclosed counterparty would own approximately 97.1% of the combined company, while existing Vision Marine securityholders would own approximately 2.9% before a planned financing.
Vision Marine investors could receive up to another 2.8% through contingent shares tied to maritime autonomy and military or government sales milestones, potentially increasing their interest to approximately 5.7%.
The parties intend to maintain a Nasdaq listing, subject to approval.
Closing conditions include at least $25 million of concurrent or pre-closing financing and the counterparty securing at least $100 million of binding purchase orders for 2027 deliveries.
The $100 million threshold is a future condition and does not represent existing backlog or purchase orders.
The parties are targeting definitive agreements by October 15 and transaction completion by December 31, although the LOI remains non-binding and there is no assurance the deal will close.
Vision Marine said the counterparty is developing unmanned and autonomous technology primarily for aerial defense, government and critical infrastructure applications.
The company sees the potential combination as an extension of its existing marine electrification strategy into intelligence, autonomy, sensing and secure communications.
ThinkEquity is advising Vision Marine.
KEY QUOTES:
“We entered electric propulsion because we believed electrification would reshape the marine industry. Today, we see another transformation underway as artificial intelligence, autonomy, sensing and secure communications change how vehicles operate across multiple environments.”
“We started with electrification. We believe the next chapter is intelligence and autonomy.”
Alexandre Mongeon, CEO Of Vision Marine Technologies
