UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2021
Commission File No. 001-39730
VISION MARINE TECHNOLOGIES INC.
(Translation of registrant’s name into English)
730 Boulevard du Curé-Boivin
Boisbriand, Québec, J7G 2A7, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ¨
Changes in Company’s Certifying Accountant.
| (1) | Previous Independent Registered Public Accounting Firm |
| (i) | On August 13, 2021, Vision Marine Technologies Inc. (the “Company”) dismissed its independent registered public accounting firm, BDO Canada LLP. |
| (ii) | The reports of BDO Canada LLP on the financial statements of the Company for the fiscal years ended August 31, 2020 and 2019 and the related statements of operations and comprehensive income (loss), changes in stockholders’ equity (deficit), and cash flows for the fiscal years ended August 31, 2020, 2019 and 2018 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. |
| (iii) | The decision to change the independent registered public accounting firm was recommended and approved by the board of directors of the Company. |
| (iv) | During the Company’s most recent fiscal year ended August 31, 2020 and through August 13, 2021, the date of dismissal, (a) there were no disagreements with BDO Canada LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BDO Canada LLP, would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no “reportable events” that would be required to be described under Item 16F(a)(1)(v) of Form 20-F in connection with the Company’s annual report on Form 20-F, except that, in connection with the preparation of the Company’s financial statements as of August 31, 2020 management identified a material weakness in its internal controls as described in Item 15(b) of the Company’s Annual Report on Form 20-F for the year ended August 31, 2020. This material weakness has not been remediated as of August 13, 2021. |
| (v) | On August 25, 2021, the Company provided BDO Canada LLP with a copy of this Current Report and has requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 6-K. |
| (2) | New Independent Registered Public Accounting Firm |
On August 13, 2021, the board of directors of the Company approved the dismissal of BDO Canada LLP and appointment of Ernst & Young LLP as its new independent registered public accounting firm to audit and review the Company’s financial statements. During the two most recent fiscal years ended August 31, 2020 and 2019 and any subsequent interim periods through the date hereof prior to the engagement of Ernst & Young LLP, neither the Company, nor someone on its behalf, has consulted Ernst & Young LLP regarding:
| (i) | either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or |
| (ii) | any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K. |
Attached as Exhibit 99.1 is our press release of August 24, 2021 entitled “Vision Marine is gearing up to unveil its superlative E-Motion™ Fully Electric Powertrain matched with the iconic Bruce 22 at Lake of the Ozarks Shootout.”
The information contained in Exhibit 99.1 to this Current Report on Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Exhibits
| Exhibit No. | Exhibit | |
| 16.1 | Letter from BDO Canada LLP addressed to the U.S. Security Exchange Commission | |
| 99.1 | Press Release, dated August 24, 2021 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VISION MARINE TECHNOLOGIES INC. |
| Date: August 30, 2021 | By: | /s/ Kulwant Sandher |
| Name: | Kulwant Sandher | |
| Title: | Chief Financial Officer |
Exhibit 16.1
August 26, 2021
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
We have been furnished with a copy of the response to Form 6-K for the event that occurred on August 13, 2021, to be filed by our former client, Vision Marine Technologies Inc. We agree with the statements made in response to General Instructions B related to changes in registrant's certifying accountants insofar as they relate to our Firm.
Very truly yours,
BDO Canada, LLP
Exhibit 99.1
Vision Marine is gearing up to unveil its superlative E-Motion™ Fully Electric
Powertrain matched with the iconic Bruce 22 at Lake of the Ozarks Shootout
First on-water event showcasing the Company’s innovative powertrain technology
With equal parts performance and art the astonishing Bruce 22 & the efficacious E-Motion™ Outboard are set to break a previous speed record.
Montreal, Canada, August 24, 2021 – Vision Marine Technologies, Inc. (Nasdaq: VMAR) (“Vision Marine” or the “Company”), a global leader in the electric recreational boating industry serving both OEMs and consumers, is pleased to announce its return to the Lake of the Ozarks Shootout, the largest unsanctioned boat race in the US, taking place August 28-29, 2021.
“We are thrilled to return to the Lake of the Ozarks Shootout to showcase the unveiling of our new Bruce22 electric boat coupled with the E-Motion™ outboard motor,” said Alexandre Mongeon, CEO of Vision Marine Technologies. “We have once again teamed up with Boating Magazine’s editor Randy Vance as we seek to break our previous category record set in 2019. SpeedontheWater.com editor Jason Johnson will provide full coverage of the event.”
Vance is a yachtsman who has successfully turned his passion into a career as a writer. Having operated a resort marina in Missouri for over 20 years, he has often been called upon to host and participate in radio and television programs related to fishing and water sports. He has tested several types of boats over the course of his career, and he expects the modified Bruce 22 to set a new record once again at the Shootout.
Focusing on power, speed and performance, Vision Marine is uniquely positioned to take advantage of the surging demand for environmentally friendly boats and engines. The move toward unprecedented power and torque such as that generated by our purpose-built powertrains, and the expanded availability of pure electric options, including our increased offerings, is projected to increase the current market value of US$4.5 billion for electric outboard motors by four-fold in the coming years.
Key Features of Vision Marine’s Proprietary E-Motion™ Technology:
| · | Dramatic increase in efficiency, torque, power, and general performance. |
| · | Exceptionally fast charging capabilities |
| · | Noiseless engine with minimal vibrations. |
| · | Sustainable solution with zero emission. |
| · | E-Motion™ delivers an exhilarating experience due to its high torque to horsepower ratio. |
| · | 90% reduction in fuel and maintenance cost versus traditional ICE powered boats. |
“The Lake of the Ozarks Shootout provides a great platform to showcase our groundbreaking electric technology to the boating community,” said Xavier Montagne, Chief Technology Officer of Vision Marine Technologies. “Speed and power are major driving factors for boaters, and in the recent past required using gas or diesel to run outboard motors. With our proprietary E-Motion™ technology, we provide the boating consumer an environmentally friendly solution that combines the necessary power and speed with off-the-line torque that we believe is far superior to any gas or diesel motor.”
Named one of the nation’s eight “must-see” boating events according to Powerboat Magazine, the Shootout will take place for the ninth year at Captain Ron’s Bar & Grill in Sunrise Beach. Vision Marine’s position at captain Ron’s Bar & Grill will be position 6. The event, now in its 33rd year, raises funds for eight lake area rescue teams, as well as numerous other charitable organizations.
About Vision Marine Technologies, Inc.
Vision Marine Technologies, Inc. (Nasdaq: VMAR), strives to be a guiding force for change and an ongoing driving factor in fighting the problems associated with waterway pollution by disrupting the traditional boating industry with electric power, in turn directly contributing to zero pollution, zero emission and a noiseless environment. Our flagship outboard powertrain (“E-Motion™”) is the first fully electric purpose-built outboard powertrain system that combines an advanced battery pack, inverter, and high efficiency motor with proprietary union assembly between the transmission and the electric motor design utilizing extensive control software. Our E-Motion™ and related technologies used in this powertrain system are uniquely designed to improve the efficiency of the outboard powertrain and, as a result, enhance both range and performance. Vision Marine continues to design, innovate, manufacture, and sell handcrafted, high performance, environmentally friendly, electric recreational power boats to customers. The design and technology applied to our boats results in far greater enhanced performance in general, higher speeds, and longer range. Simply stated, a smoother ride than a traditional internal combustion engine (ICE) motorboat.
Forward-Looking Statements
Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, actual results may differ materially from these expectations due to changes in global, regional, or local economic, business, competitive, market, regulatory and other factors, many of which are outside of Vision Marine’s control. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in Vision Marine’s Annual Report on Form 20-F, filed with the U.S. Securities and Exchange Commission (SEC) for the year ended August 31, 2020, as such factors may be updated from time to time in Vision Marine’s periodic filings with the SEC. Any forward-looking statement in this press release speaks only as of the date of this release. Vision Marine undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws. https://visionmarinetechnologies.com.
Investor and Company Contact:
Bruce Nurse
Vision Marine Technologies, Inc.
(800) 871-4274
bn@v-mti.com
Dave Gentry
RedChip Companies Inc.
800-RED-CHIP (733-2447) or 407-491-4498
dave@redchip.com