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]

GREENPOWER MOTOR COMPANY INC. CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS For the Three and Nine Months Ended December 31, 2025 and December 31, 2024 (Expressed in US dollars) (Unaudited) GREENPOWER MOTOR COMPANY INC. Consolidated Condensed Interim Financial Statements (Expressed in US Dollars) (Unaudited) December 31, 2025 | Unaudited Consolidated Condensed Interim Statements of Financial Position | 3 | | --- | --- | | Unaudited Consolidated Condensed Interim Statements of Operations and Comprehens ...

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]

Core Insights - GreenPower offers a comprehensive range of Class 4 all-electric, purpose-built, zero-emission commercial vehicles eligible for various incentives [1][4] - The new round of Standard HVIP funding provides over $140 million for fleets, with base vouchers of $60,000 available for each Class 4 zero-emission vehicle [2] - Small business fleets can access vouchers up to $130,000 per vehicle under the Innovative Small E-Fleet (ISEF) program, which allocates $20 million for flexible adoption pathways [3] Funding Opportunities - Medium and large fleets with 20 or more medium and heavy-duty vehicles can hold up to 20 unredeemed vouchers at a time, with funding available on a first-come, first-served basis [2] - Past funding rounds have been depleted quickly, emphasizing the need for fleets to prepare documentation and submit requests promptly [2][4] - The ISEF program supports innovative solutions like short-term leases and bundled offerings, helping smaller operators overcome initial cost and infrastructure challenges [3] Product Offerings - GreenPower's lineup includes various models such as the EV Star Passenger Van, EV Star Mobility Plus, and commercial cargo vehicles, all available for immediate delivery [4] - The company emphasizes collaboration with customers and upfitters to customize vehicles according to specific requirements [4] - GreenPower's vehicles are designed with a clean-sheet approach, ensuring they are purpose-built for battery power and zero emissions [6]

Core Points - GreenPower Motor Company has entered an agreement to retain over $6 million in deposits for the manufacture of EV Star Cab & Chassis, with no further obligation to deliver vehicles [1] - The company will recognize a total of $6.8 million of deferred revenue in the current quarter ending December 31, 2025, improving its balance sheet [2] - The elimination of deferred revenue will reduce total liabilities and increase shareholders' equity by $6.8 million, strengthening the company's financial position [3] Financial Impact - The advance payments received for the EV Star Cab & Chassis were recorded as deferred revenue until vehicle delivery was accepted [2] - The recognition of this deferred revenue will positively impact the company's revenue and cash flow [3] Production and Future Plans - The EV Star Cab & Chassis manufactured with these payments will be utilized to produce the all-electric Type A Nano BEAST school bus, which is expected to reduce production lead times [3] - This strategic move is anticipated to create a clear path toward accelerated revenue recognition, margin expansion, and improved operating cash flow for the company [3]