Exhibit 99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial data are presented to illustrate the effect of the following equity purchase agreement (the “Acquisition”): On June 20, 2025, NVG Holdings Inc., a wholly-owned subsidiary of Vision Marine Technologies Inc. (the “Company”) entered into an equity purchase agreement (the “Purchase Agreement”) to acquire 100% of the common stock of Nautical Ventures Group Inc. (“NVG”). The Company, NVG Holdings Inc. and NVG may be referred to herein collectively as the “Parties” and separately as a “Party.” The Acquisition closed on June 20, 2025.

The following unaudited pro forma combined balance sheet data as of May 31, 2025, is presented as if the Acquisition had occurred on September 1, 2024. The following unaudited pro forma combined statements of operations data for the nine months ended May 31, 2025, and the year ended August 31, 2024, is presented as if the Acquisition occurred on September 1, 2024 and 2023, respectively.

The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable under the circumstances; however, the actual results could differ. The pro forma adjustments are directly attributable to the Merger and are expected to have a continuing impact on the results of operations of the Company. Management believes that all adjustments necessary to present fairly the unaudited pro forma combined financial statements have been made. The unaudited pro forma combined financial statements are presented for informational purposes only and are not necessarily indicative of the results of operations that would have resulted had the Merger been consummated on the dates indicated and should not be construed as being representative of the Company’s future results of operations or financial position.

The acquired assets, liabilities and results of operations presented herein were derived from the audited financial statements of NVG for the year ended December 31, 2024 and the unaudited interim financial statements for the nine months ended March 31, 2025 (collectively, the “Financial Statements”).

The unaudited pro forma combined financial statements included herein constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See the sections titled “Cautionary Note Regarding Forward-Looking Information” in the Company’s Current Report on Form 6-K which these unaudited pro forma combined financial statements are a part of and the Company’s Annual Report on Form 20-F for the year ended August 31, 2024, as filed with the Commission.

Vision Marine Technologies Inc.

Unaudited Pro Forma Combined Statement of Financial Position

As of May 31, 2025

In Canadian Dollars

Vision Marine

Nautical

 

  

 

  

 

  

 

  

 

Technologies

 

Ventures

 

  

 

  

 

  

 

  

 

Inc.

 

Group Inc.

 

Pro Forma Adjustments

 

Combined

    

May 31, 2025

    

March 31, 2025

    

Note 3a

    

Note 3b

    

Note 3c

    

Pro Forma

Assets

  

 

  

 

  

 

  

 

  

 

  

Current

  

 

  

 

  

 

  

 

  

 

  

Cash

10,891,002

 

2,735,835

 

 

 

(5,503,200)

 

8,123,637

Trade and other receivables

328,346

 

1,403,261

 

4,015,840

 

 

 

5,747,447

Income tax receivable

6,415

 

 

 

 

 

6,415

Inventories

7,107,318

 

91,405,634

 

 

 

 

98,512,952

Prepaid expenses and deposits

3,322,460

 

1,496,126

 

 

 

 

4,818,586

Other current assets

56,809

 

 

 

 

 

56,809

Total current assets

21,712,350

 

97,040,856

 

4,015,840

 

 

(5,503,200)

 

117,265,846

Right-of-use assets

175,396

 

1,144,505

 

9,593,118

 

 

 

10,913,019

Property and equipment

1,634,715

 

25,458,080

 

(22,869,147)

 

 

 

4,223,648

Goodwill and intangible assets

880,678

 

903,767

 

 

 

 

1,784,445

Deferred income taxes

97,183

 

 

 

 

 

97,183

Other financial assets

 

110,558

 

 

 

 

110,558

Total assets

24,500,322

 

124,657,766

 

(9,260,189)

 

 

(5,503,200)

 

134,394,699

Liabilities and shareholders’ equity

 

 

 

 

 

Current

 

 

 

 

 

Trade payables and accrued liabilities

4,215,887

 

10,482,283

 

 

 

(2,751,600)

 

11,946,570

Contract liabilities

1,099,429

 

5,208,878

 

 

 

 

6,308,307

Notes payable - floor plan

 

70,225,727

 

 

 

(2,751,600)

 

67,474,127

Current portion of lease liabilities

121,904

 

763,951

 

1,660,040

 

 

 

2,545,895

Current portion of long-term debt

92,520

 

1,023,403

 

(413,076)

 

 

 

702,847

Total current liabilities

5,529,740

 

87,704,242

 

1,246,964

 

 

(5,503,200)

 

88,977,746

Lease liabilities

54,864

 

479,166

 

7,933,077

 

 

 

8,467,107

Shareholder notes

 

7,646,579

 

 

(7,646,579)

 

8,254,800

 

8,254,800

Long-term debt

190,847

 

19,287,785

 

(18,440,230)

 

 

 

1,038,402

Derivative liabilities

1,838,183

 

 

 

 

 

1,838,183

Deferred income taxes

 

 

 

 

 

Total liabilities

7,613,634

 

115,117,772

 

(9,260,189)

 

(7,646,579)

 

2,751,600

 

108,576,238

Shareholders’ equity

 

 

 

 

 

Preferred stock, $0.00001 par value, 10,000,000 shares authorized; no shares issued and outstanding as of March 31, 2025

 

 

 

 

 

Common stock, $0.00001 par value, 100,000,000 shares authorized, 40,000,000 shares issued and 21,505,000 shares outstanding as of March 31, 2025

 

302

 

 

 

(302)

 

Treasury stock

 

(3,441,838)

 

 

 

3,441,838

 

Voting Common stock, no-par value; unlimited shares authorized of which 1,130,746 shares are issued and outstanding as of May 31, 2025

81,066,751

 

 

 

 

 

81,066,751

Pre-Funded Warrants exercisable into Voting Common Shares on a one-for-one basis of which 48 warrants were issued and outstanding at May 31, 2025

38,725

 

 

 

 

 

38,725

Contributed surplus

12,611,783

 

3,069,490

 

 

7,646,579

 

(10,716,069)

 

12,611,783

Accumulated other comprehensive income

1,123,723

 

(201,310)

 

 

 

201,310

 

1,123,723

Retained earnings (Deficit)

(77,954,294)

 

10,113,350

 

 

 

(1,181,577)

 

(69,022,521)

Total shareholders’ equity

16,886,688

 

9,539,994

 

 

7,646,579

 

(8,254,800)

 

25,818,461

Total liabilities and shareholders’ equity

24,500,322

 

124,657,766

 

(9,260,189)

 

 

(5,503,200)

 

134,394,699

Vision Marine Technologies Inc.

Unaudited Pro Forma Combined Statement of Income (Loss)

For the nine-months ended May 31, 2025

In Canadian Dollars

 

Vision Marine

 

Nautical

 

  

 

  

 

  

 

  

 

Technologies

 

Ventures

 

  

 

  

 

  

 

  

 

Inc.

 

Group Inc.

 

Pro Forma Adjustments

Combined

    

May 31, 2025

    

March 31, 2025

    

Note 3a

    

Note 3b

    

Note 3c

    

Pro Forma

Revenues

533,246

92,897,092

 

 

 

 

93,430,338

Cost of revenues

556,452

76,527,269

 

 

 

 

77,083,721

Gross profit (loss)

(23,206)

16,369,823

 

 

 

 

16,346,617

Expenses

 

  

 

  

 

 

General and administrative expenses

10,622,409

21,400,910

 

 

 

 

32,023,319

Depreciation and amortization

369,545

1,939,288

 

 

 

 

2,308,833

Net finance expense (income)

1,320,950

6,379,238

 

 

 

 

7,700,188

Other income (expense)

(1,703)

(569,128)

 

 

 

 

(570,831)

Gain on bargain purchase

 

 

 

(8,931,773)

 

(8,931,773)

12,311,201

29,150,308

 

 

 

(8,931,773)

 

32,529,736

Income (loss) income before taxes

(12,334,407)

(12,780,485)

 

 

 

8,931,773

 

(16,183,119)

Income taxes

10,530

(1,287,845)

 

 

 

 

(1,277,315)

Net loss for the period

(12,344,937)

(11,492,640)

 

 

 

8,931,773

 

(14,905,804)

Items of comprehensive income that will be subsequently reclassified to earnings:

 

  

 

  

 

 

Foreign currency translation differences for foreign operations, net of tax

(3,325)

237,504

 

 

 

 

234,179

Other comprehensive income (loss), net of tax

(3,325)

237,504

 

 

 

 

234,179

Total comprehensive loss for the period, net of tax

(12,348,262)

(11,255,136)

 

 

 

8,931,773

 

(14,671,625)

Weighted average Voting Common Shares outstanding

608,905

 

  

 

  

 

  

 

608,905

Basic and diluted loss per share

(20.27)

 

  

 

  

 

  

 

(24.48)

Vision Marine Technologies Inc.

Unaudited Pro Forma Combined Statement of Income (Loss)

For the year ended August 31, 2024

In Canadian Dollars

Vision Marine

Nautical

    

    

    

    

    

    

    

    

Technologies

Ventures

Inc.

Group Inc.

Pro Forma Adjustments

Combined

    

August 31, 2024

    

September 30, 2024

    

Note 3a

    

Note 3b

    

Note 3c

    

Pro Forma

Revenues

3,794,345

 

149,666,179

 

 

 

 

153,460,524

Cost of revenues

2,296,907

 

115,700,231

 

 

 

 

117,997,138

Gross profit (loss)

1,497,438

 

33,965,948

 

 

 

 

35,463,386

Expenses

  

 

  

 

  

 

  

 

  

 

  

General and administrative expenses

13,901,112

 

29,449,440

 

 

 

 

43,350,552

Depreciation and amortization

830,876

 

1,828,617

 

 

 

 

2,659,493

Goodwill impairment loss

8,704,182

 

 

 

 

 

8,704,182

Net finance expense (income)

(7,480,761)

 

8,053,234

 

 

 

 

572,473

Other income (expense)

(141,888)

 

(173,507)

 

 

 

 

(315,395)

Gain on bargain purchase

 

 

 

 

(8,931,773)

 

(8,931,773)

15,813,521

 

39,157,784

 

 

 

(8,931,773)

 

46,039,532

Income (loss) income before taxes

(14,316,083)

 

(5,191,836)

 

 

 

8,931,773

 

(10,576,146)

Income taxes

(255,463)

 

(161,402)

 

 

 

 

(416,865)

Net loss for the period

(14,060,620)

 

(5,030,434)

 

 

 

8,931,773

 

(10,159,281)

Items of comprehensive income that will be subsequently reclassified to earnings:

  

 

  

 

  

 

  

 

  

 

  

Foreign currency translation differences for foreign operations, net of tax

94,420

 

40,684

 

 

 

 

135,104

Other comprehensive income (loss), net of tax

94,420

 

40,684

 

 

 

 

135,104

Total comprehensive loss for the period, net of tax

(13,966,200)

 

(4,989,750)

 

 

 

8,931,773

 

(10,024,177)

Weighted average Voting Common Shares outstanding

9,161

 

 

  

 

  

 

  

 

9,161

Basic and diluted loss per share

(1,534.83)

 

 

  

 

  

 

  

 

(1,108.97)

Vision Marine Technologies Inc.

Notes to Unaudited Pro Forma Combined Financial Statements

In Canadian Dollars

1. BASIS OF PRESENTATION

The accompanying unaudited pro forma combined financial statements are based on the Companys and NVGs historical financials as adjusted to give effect to the pro forma adjustments necessary to reflect the Acquisition. The unaudited pro forma combined statement of operations for the nine months ended May 31, 2025, and the year ended August 31, 2024, gives effect to the Acquisition of NVG as if it had occurred on September 1, 2024 and 2023, respectively and the pro forma combined balance sheet as of May 31, 2025, gives effect to the Acquisition as if it had occurred on September 1, 2024.

2. PRELIMINARY PURCHASE PRICE ALLOCATIONS

The preliminary purchase price for NVG has been allocated to the assets acquired and liabilities assumed for purposes of this pro forma financial information based on their estimated relative fair values. The purchase price allocations herein are preliminary. The final purchase price allocations for NVG will be determined after completion of a thorough analysis to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following completion of the Acquisition. Accordingly, the final Acquisition accounting adjustments could differ materially from the accounting adjustments included in the pro forma financial statements presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, as compared to the information shown herein, could also change the portion of purchase price allocable to goodwill and could impact the operating results of the Company following the Acquisition due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities.

Preliminary Purchase Price:

    

  

Converible note payable issued to the former shareholders of NVG

 

5,503,200

Converible note payable to be issued to the former shareholders of NVG, contingent on the outcome of certain claims against NVG

 

2,751,600

Total preliminary purchase consideration

 

8,254,800

Preliminary Purchase Price Allocation:

 

  

Cash

 

2,735,835

Trade and other receivables

 

5,419,101

Inventories

 

91,405,634

Prepaid expenses and deposits

 

1,496,126

Right-of-use assets

 

10,737,623

Property and equipment

 

2,588,933

Goodwill and intangible assets

 

903,767

Other financial assets

 

110,558

Liabilities assumed

 

(98,211,004)

Gain on bargain purchase

 

(8,931,773)

Net assets acquired

 

8,254,800

3. PRO FORMA ADJUSTMENTS

The unaudited pro forma combined statements of operations and balance sheets reflect the effect of the following pro forma adjustments:

a) This adjustment reflects the removal of NVGs real estate assets at net book value along with the associated liabilities which were not part of the Acquisition. Since four of the real estate properties were subsequently leased by NVG after the removal, this adjustment also includes the right of use assets and related lease liabilities resulting from such leases.

b) This adjustment reflects the conversion of all pre-closing shareholder notes payable into contributed surplus which was a pre-closing condition per the Purchase Agreement.

c) This adjustment reflects the preliminary purchase price consideration and preliminary purchase price allocation from Note 2, as well as the cash payment of various NVG liabilities that were assumed at closing and were required to be made per the Purchase Agreement.