Core Viewpoint - GreenPower Motor Company Inc. has appointed Davidson & Company LLP as its new auditor, effective March 3, 2026, replacing BDO Canada LLP [1][2]. Group 1: Auditor Change - Davidson & Company LLP has been appointed as the new auditor for GreenPower Motor Company Inc. [1] - The change in auditor has been approved by the Company's Audit Committee and Board of Directors [2]. - The Company expressed gratitude to BDO Canada LLP for their excellent services during their tenure [2]. Group 2: Financial Reporting - There was no modified opinion expressed in BDO's report on any of the Company's financial statements for the two most recently completed financial years prior to BDO's resignation [3]. - No "reportable events" occurred as defined under subsection 4.11(1) of National Instrument 51‐102 Continuous Disclosure Obligations [3]. Group 3: Company Overview - GreenPower designs, builds, and distributes a range of all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, and cargo vans [4]. - The Company employs a clean-sheet design approach to manufacture vehicles that are purpose-built for battery power with zero emissions [4]. - GreenPower integrates global suppliers for key components, allowing it to meet various operators' specifications while providing standard parts for maintenance and warranty accessibility [4].

Core Viewpoint - GreenPower Motor Company Inc. has successfully issued the second tranche of Series A Convertible Preferred Shares, raising gross proceeds of US$879,700 as part of a larger offering of up to US$18 million [1][2]. Group 1: Financial Details - The second tranche consists of 926 Series A Convertible Preferred Shares issued under a Securities Purchase Agreement dated November 14, 2025 [1]. - Each Series A Convertible Preferred Share can be converted into common shares based on a conversion rate that includes 105% of the stated value plus any additional amounts owed at the time of conversion, divided by 125% of the closing price of common shares on NASDAQ the day before issuance [2]. - A cash placement fee of 5% of the cash proceeds raised will be paid to Digital Offering LLC for their services in this offering [3]. Group 2: Company Overview - GreenPower designs, builds, and distributes a range of all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, and cargo vans [5]. - The company employs a clean-sheet design approach to manufacture vehicles that are purpose-built for battery power and zero emissions, integrating global suppliers for key components [5].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GREENPOWER MOTOR COMPANY INC. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed o ...

Core Viewpoint - GreenPower Motor Company has regained compliance with Nasdaq's equity requirement, allowing it to continue trading on the Nasdaq Capital Market [1] Financial Transactions - The company raised new capital through an equity offering of Series A Convertible Preferred Shares for up to $18 million [1] - GreenPower secured term loans totaling $5 million and established a new banking relationship with CIBC, which includes a line of credit and term loan [1] - The company exchanged $7 million of related party loans for convertible debentures and $3 million of related party loans for Series B Convertible Preferred Shares [1] Compliance and Monitoring - Despite regaining compliance, GreenPower will be monitored by a Panel for one year [1] - If the company fails to maintain compliance during this period, it may face delisting without the opportunity to present a compliance plan [1] - The company retains the right to request a hearing before the Hearings Panel, which would stay any suspension or delisting action pending the hearing process [1] Company Overview - GreenPower designs, builds, and distributes a range of all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, and cargo vans [1] - The company employs a clean-sheet design approach to manufacture zero-emission vehicles, integrating global suppliers for key components [1]

Financial Performance - Revenue for the three months ended December 31, 2025, was $8,495,323, an increase of 17.7% compared to $7,218,897 for the same period in 2024[5] - Gross profit for the three months ended December 31, 2025, was $7,318,751, compared to $1,054,037 for the same period in 2024, indicating a significant improvement in profitability[5] - The company reported a net income of $4,213,685 for the three months ended December 31, 2025, compared to a net loss of $4,739,022 for the same period in 2024[5] - For the nine months ended December 31, 2025, the company reported a loss of $3,543,525, a significant improvement compared to a loss of $14,829,534 for the same period in 2024, indicating a reduction in losses by approximately 76%[7] - For the nine months ended December 31, 2025, total revenues were $12,534,610, down 19.5% from $15,563,145 in the same period of 2024; revenue from the United States was $12,047,825, a decrease of 18.7%[86] Assets and Liabilities - Total assets decreased to $30,764,000 as of December 31, 2025, down from $35,071,725 as of March 31, 2025[3] - Total liabilities decreased to $33,922,207 as of December 31, 2025, compared to $36,677,691 as of March 31, 2025[3] - Cash increased to $675,950 as of December 31, 2025, from $344,244 as of March 31, 2025[3] - The company’s accumulated deficit increased to $(100,904,460) as of December 31, 2025, from $(97,423,507) as of March 31, 2025[3] - Working capital as of December 31, 2025, was $5,762,176, reflecting the company's ability to manage its short-term liabilities effectively[10] Inventory and Write-downs - The total inventory decreased to $23,646,265 as of December 31, 2025, down from $25,601,888 at the end of March 2025, marking a reduction of approximately 8%[26] - The company incurred a write-down of inventory amounting to $300,000 during the nine months ended December 31, 2025, compared to no write-down in the same period of 2024[26] - The company reported a total of $4,084,535 of inventory included in cost of sales for the nine months ended December 31, 2025, down from $13,257,184 in the same period of 2024, indicating a decrease of approximately 69%[26] Financing and Capital Structure - The Company has a Line of Credit with a credit limit of $6,000,000, with a drawn balance of $5,954,017 as of December 31, 2025, and an interest rate of 8.0% plus a margin of 5.25%[36][37] - The Company issued a total of 418,069 common shares during the nine months ended December 31, 2025, raising gross proceeds of $455,095 through the 2025 ATM program[49] - The Company completed a public offering of 754 Series A convertible preferred shares for gross proceeds of $716,300, alongside a private placement of 425 shares for $403,750, totaling net proceeds of $951,409[47] - The balance outstanding on the term loan facility was $3,591,507 as of December 31, 2025, with the Company anticipating non-compliance with the minimum debt service coverage ratio at the 2026 fiscal year end[44] - The Company has pledged a $400,000 term deposit as security for a standby letter of credit, which was increased to $450,000 on April 24, 2025[35] Management and Operational Strategies - The company plans to continue focusing on product development and market expansion strategies to enhance future growth[5] - The company plans to address its material uncertainty by selling vehicles in inventory and seeking new sources of financing to support ongoing operations[10] Risk Factors - The company is exposed to liquidity risk and will continue to rely on additional financing to meet its capital requirements[67] - The company has exposure to market risks, including interest rate risk and foreign exchange risk, but does not engage in hedging activities[68] Compensation and Expenses - For the three months ended December 31, 2025, total compensation paid to directors and key management was $290,574, a decrease of 19% from $358,104 in the same period of 2024[71] - During the nine months ended December 31, 2025, the company incurred share-based compensation expense of 320,720, a decrease from 833,575 in the same period of 2024[56] Legal and Contingent Liabilities - The company has a contingent liability of $110,000 related to a legal claim, down from $310,000 as of March 31, 2025[93]

Core Viewpoint - GreenPower Motor Company reported a revenue of $8.5 million and a net income of $4.2 million for the third quarter of fiscal year 2026, highlighting a successful transition to a production strategy driven by customer orders despite challenges in the EV sector [1]. Financial Performance - Revenue for the third quarter was $8.5 million, an increase from $7.2 million in the same quarter of the previous year, generated from vehicle sales, parts, leases, and deferred income [1]. - Gross profit on vehicle sales was approximately 28% [1]. - Total sales, general, and administrative costs were reduced to $2.4 million from $5.2 million year-over-year, with recurring expenses excluding non-cash items being less than $2 million [1]. Capitalization and Funding - The company raised gross proceeds of $1,120,050 from the issuance of Series A convertible preferred shares, with a stated value of $1,179,000 [1]. - GreenPower has the right to issue additional Series A Shares in tranches of up to $2 million, totaling up to $16 million under certain conditions [1]. - The company completed several transactions to recapitalize, including closing two term loans totaling $5 million and establishing a new banking relationship with CIBC [1]. Project Developments - GreenPower is managing the New Mexico All-Electric, Purpose-Built, Zero-Emission School Bus Pilot Program, with over $5 million in funding for deploying various types of all-electric school buses and charging infrastructure [1]. - The company is focused on addressing specific challenges in New Mexico, including deployment in urban and rural settings and operating in extreme cold weather [1].

Financing Announcement - GreenPower Motor Company has closed a credit approval from CIBC for US$5 million in financing facilities, which includes a US$3 million revolving line of credit and a US$2 million term loan with a three-year term [1] - Two directors of the Company have provided personal guarantees of up to US$5 million in support of the financing facilities, and the Company has issued warrants and shares as incentives for these guarantees [1][2] Use of Proceeds - A portion of the net proceeds from the financing was utilized to repay and close the Company's existing operating line of credit, while the remainder is allocated for general corporate purposes [1] Related Party Transactions - The issuance of 2,016,129 non-transferable share purchase warrants and 403,225 shares to the Guarantors is classified as a related party transaction under Multilateral Instrument 61-101, but is exempt from formal valuation and minority approval requirements [2]

Market Overview - U.S. stocks traded higher, with the Dow Jones index gaining around 0.2% on Friday, reaching 49,342.43, while the NASDAQ climbed 0.29% to 23,547.90 and the S&P 500 rose 0.29% to 6,941.76 [1] - Utilities shares gained by 2% on Friday, indicating strength in that sector [1] Sector Performance - Consumer discretionary stocks dipped by 0.6% on Friday, reflecting weakness in that sector [2] Economic Indicators - The U.S. economy ended 2025 with a nonfarm payroll increase of 50,000 in December, slightly below expectations of 60,000 and mostly unchanged from November's revised gain of 56,000 [3][11] - The unemployment rate decreased from a revised 4.5% in November to 4.4%, below expectations of 4.5% [11] - Average hourly earnings rose by 0.3% in December, accelerating from November's 0.2% increase and matching forecasts [11] - Housing starts declined by 4.6% to an annualized rate of 1.246 million units, while building permits fell by 0.2% to an annualized rate of 1.412 million [11] - The University of Michigan's consumer sentiment index increased to 54.0 in January, marking its strongest reading since September 2025 [11] Commodity Market - Oil prices increased by 2.3% to $59.11, gold rose by 0.9% to $4,501.40, silver surged by 5.1% to $79.015, and copper rose by 1.7% to $5.893 [6] Stock Movements - Rich Sparkle Holdings Ltd shares surged 112% to $51.41 after signing a $39 million offering of 3 million ordinary shares at $13 per share [10] - Alpha Technology Group Ltd shares increased by 76% to $36.66 [10] - GreenPower Motor Company Inc shares rose by 61% to $1.32 after receiving a $5 million LEDA award and $9.6 million in tax credits [10] - Aquestive Therapeutics Inc shares dropped 39% to $3.79 following an FDA letter identifying deficiencies [10] - Aclarion Inc shares fell 37% to $5.15, and Beta Bionics Inc shares decreased by 34% to $21.12 after reporting preliminary fourth-quarter financial results [10]

Core Viewpoint - GreenPower Motor Company has announced plans to establish a manufacturing facility in New Mexico, citing the state's electric vehicle ecosystem, financial incentives, and the Santa Teresa Foreign Trade Zone designation as key factors for this decision [1][2][3]. Group 1: Company Overview - GreenPower Motor Company is a manufacturer and distributor of all-electric, purpose-built, zero-emission medium and heavy-duty vehicles, targeting the cargo, delivery, shuttle, transit, and school bus markets [1][6]. - The company employs a clean-sheet design approach to manufacture vehicles that are battery-powered and zero-emission, integrating global suppliers for key components [6]. Group 2: Economic Impact - The establishment of the new facility is expected to create 340 permanent jobs in Santa Teresa, contributing to local economic development and cleaner air [2][3]. - The state of New Mexico has committed a strategic investment of $14.6 million in financial incentives to support the facility's establishment, which includes $5 million from the New Mexico Local Economic Development Act (LEDA) [3]. Group 3: Strategic Location and Benefits - The Santa Teresa Borderplex is a growing economic zone that serves as a key U.S.-Mexico trade hub, enhancing manufacturing, logistics, and advanced technology opportunities [4]. - The Foreign Trade Zone designation allows GreenPower to streamline customs procedures and benefit financially from inventory, parts, and distribution, reducing tariff uncertainties [5]. Group 4: State Initiatives - New Mexico has implemented policies to promote the adoption of zero-emission vehicles, including contracts to electrify over 5,000 state fleet vehicles and significant investments in EV infrastructure [2][3]. - The state's "Electrify New Mexico" initiative aims to support the electrification of more than 2,000 school buses and 3,500 state transit vehicles, aligning with GreenPower's goals [2][3].

Core Viewpoint - GreenPower Motor Company has secured $5 million in financing from CIBC, which includes a $3 million revolving line of credit and a $2 million term loan, aimed at accelerating the production of all-electric vehicles to meet existing customer orders [1] Financing Details - The financing facilities consist of a $3 million revolving line of credit and a $2 million term loan with a three-year term [1] - GreenPower has also received approval for a letter of credit of $450,000 and a facility of up to $2.5 million, pending approval from another financial institution [1] - The company has closed an additional $5 million in term loans from two family offices, which provided personal guarantees for these credit facilities [1] Use of Proceeds - A portion of the net proceeds from the financing will be allocated to repay the existing operating line of credit, while the remainder will be used for general corporate purposes [1] Related Party Transactions - The company will issue 3,205,128 non-transferable share purchase warrants to one family office, allowing the purchase of common shares at an exercise price of $0.78 for 36 months [2] - Additionally, 641,025 shares will be issued to one of the family offices as part of the financing arrangement [2] - These transactions are classified as related party transactions but are exempt from formal valuation and minority approval requirements [2] Securities Regulation - All securities issued in connection with the loans will be subject to a statutory hold period of four months plus a day from the closing date [3]