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SolarBank Corp. – ‘40FR12B’ on 3/11/24

On:  Monday, 3/11/24, at 10:49am ET   ·   Accession #:  1493152-24-9502   ·   File #:  1-41976

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/11/24  SolarBank Corp.                   40FR12B              123:120M                                   M2 Compliance LLC/FA

Registration Statement by a Canadian Issuer   —   Form 40-F   —   § 12(b) – SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40FR12B     Registration Statement by a Canadian Issuer         HTML    181K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     30K 
11: EX-99.10    Miscellaneous Exhibit                               HTML    466K 
101: EX-99.100   Miscellaneous Exhibit                               HTML     45K  
102: EX-99.101   Miscellaneous Exhibit                               HTML     38K  
103: EX-99.102   Miscellaneous Exhibit                               HTML     39K  
104: EX-99.103   Miscellaneous Exhibit                               HTML     39K  
105: EX-99.104   Miscellaneous Exhibit                               HTML     39K  
106: EX-99.105   Miscellaneous Exhibit                               HTML     37K  
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‘40FR12B’   —   Registration Statement by a Canadian Issuer


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 40-F

 

Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

 

or

 

Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended ____________   Commission File Number _________

 

 

SolarBank Corporation

(Exact name of Registrant as specified in its charter)

 

Ontario, Canada   221114   N/A

(Province or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

505 Consumers Rd., Suite 803

Toronto, Ontario, M2J 4Z2

Canada

 

(Address and telephone number of Registrant’s principal executive offices)

 

 

Corporate Creations Network Inc.

1629 K Street, NW, #300 Washington, DC 20006

Telephone (561) 694-8107

 

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

 

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of exchange on which registered
Common Shares   SUUN   The Nasdaq Stock Market LLC

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

For annual reports, indicate by check mark the information filed with this Form:

 

☐ Annual information form   ☐ Audited annual financial statements

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes ☐ No

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

 

Emerging growth company ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

 

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

SolarBank Corporation (the “Company”, the “Registrant”) is a Canadian issuer eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

 

FORWARD LOOKING STATEMENTS

 

The Exhibits incorporated by reference into this Registration Statement of the Registrant contain forward-looking statements that reflect our management’s expectations with respect to future events, our financial performance and business prospects. All statements other than statements of historical fact are forward-looking statements. The use of the words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words (including negative and grammatical variations), or statements that certain events or conditions “may” or “will” occur, and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, including, without limitation, those described in the Company’s Revised Annual Information Form for the year ended June 30, 2023 filed as Exhibit 99.57 to this Registration Statement. No assurance can be given that these expectations will prove to be correct and such forward-looking statements in the Exhibits incorporated by reference into this Registration Statement should not be unduly relied upon. The Registrant’s forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits. Such forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. In preparing this Registration Statement, the Registrant has not updated such forward-looking statements to reflect any change in circumstances or in management’s beliefs, expectations or opinions that may have occurred prior to the date hereof, except as required by applicable law. Nor does the Registrant assume any obligation to update such forward-looking statements in the future, except as required by applicable law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

 

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

 

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States Securities and Exchange Commission (the “Commission”), to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its financial statements, which are filed with this report on Form 40-F in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards. The foregoing differ in certain important respects from United States generally accepted accounting principles (“US GAAP”) and from practices prescribed by the SEC. Therefore, the Registrant’s financial statements filed with this Registration Statement may not be comparable to financial statements prepared in accordance with U.S. GAAP.

 

PRINCIPAL DOCUMENTS

 

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.122, inclusive, as set forth in the Exhibit Index attached hereto.

 

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consent of the experts named in the foregoing Exhibits as Exhibits 99.120, 99.121 and 99.122, as set forth in the Exhibit Index attached hereto.

 

 

 

 

TAX MATTERS

 

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this Registration Statement.

 

 

DESCRIPTION OF COMMON SHARES

 

The required disclosure is included under the heading “Description of Capital Structure” in the Registrant’s Revised Annual Information Form for the fiscal year ended June 30, 2023, attached hereto as Exhibit 99.57.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Registrant has no off-balance sheet arrangements. (as that term is defined in paragraph 11(ii) of General Instruction B to Form 40-F) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

CURRENCY

 

Unless otherwise indicated, all dollar amounts in this Registration Statement are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on February 26, 2024, based upon the daily exchange rate as quoted by the Bank of Canada was U.S.$1.00 = Cdn.$1.3515.

 

CONTRACTUAL OBLIGATIONS

 

The following table summarizes the contractual obligations of the Registrant as of December 31, 2023 (expressed in $000s):

 

Contractual Obligations  Total   Less than 1 year   1-3 years   3-5 years   More than 5 years 
Long Term Debt Obligations  $ 3,157    $ 346    $ 926    $ 1,848    $ 37  
Capital (Finance) Lease Obligations    1,628      211      513      311      593  
Operating Lease Obligations                    
Purchase Obligations                    
Other Long-Term Liabilities    408      80      171      157      
                          
Total  $ 5,193    $ 637    $ 1,610    $ 2,316    $ 630  

 

NASDAQ CORPORATE GOVERNANCE

 

A foreign private issuer that follows home country practices in lieu of certain provisions of the listing rules of the Nasdaq Stock Market LLC (the “Nasdaq Stock Market Rules”) must disclose the ways in which its corporate governance practices differ from those followed by domestic companies. As required by Nasdaq Rule 5615(a)(3), the Registrant will disclose on its website, https://solarbankcorp.com/investors/, as of the listing date, each requirement of the Nasdaq Stock Market Rules that it does not follow and describe the home country practice followed in lieu of such requirements.

 

UNDERTAKING

 

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F or transactions in said securities.

 

CONSENT TO SERVICE OF PROCESS

 

The Registrant has concurrently filed a Form F-X in connection with the class of securities to which this Registration Statement relates.

 

Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  SOLARBANK CORPORATION
     
  By: /s/ Richard Lu
  Name: Dr. Richard Lu
  Title: Director, Chief Executive Officer and President

 

Date: March 11, 2024

 

 

 

 

EXHIBIT INDEX

 

The following documents are being filed with the Commission as Exhibits to this Registration Statement:

 

Exhibit   Description
     
99. 1  

Master Services Agreement dated February 9, 2018 between Abundant Solar Power, Inc. and the State of Maryland, as amended by Change Order Modification No. 2 dated April 23, 2021

     
99.2  

Articles of Amendment dated October 17, 2022

     
99.3  

SolarBank Corporation Share Compensation Plan dated November 4, 2022

     
99.4  

SolarBank Corporation Code of Business Conduct and Ethics dated November 4, 2022

     
99.5  

Condensed Interim Consolidated Financial Statements (Unaudited) of SolarBank Corporation for the three- and six-month periods ended December 31, 2022 and 2021

     
99.6  

Appendix C to National Instrument 41-101 dated February 10, 2023

     
99.7  

Form 46-201F1 Escrow Agreement dated February 10, 2023

     
99.8  

Prospectus for Initial Public Offering of SolarBank Corporation dated February 10, 2023

     
99.9  

Voluntary Escrow Agreement dated February 10, 2023

     
99.10  

Agency Agreement dated February 10, 2023 between Research Capital Corporation and SolarBank Corporation

     
99.11  

Undertaking by SolarBank Corporation dated February 10, 2023

     
99.12  

SolarBank Investor Presentation dated February 10, 2023

     
99.13  

Receipt of Long Form Prospectus by Ontario Securities Commission dated February 13, 2023

     
99.14  

News Release dated February 13, 2023

     
99.15  

Form 2A Listing Statement dated February 24, 2023

     
99.16  

News Release dated February 27, 2023

     
99.17  

Management’s Discussion and Analysis of SolarBank Corporation for the three- and six-month periods ended December 31, 2022, prepared February 28, 2023

     
99.18  

News Release dated March 1, 2023

 

 

 

 

99.19  

News Release dated March 2, 2023

     
99.20  

Material Change Report of SolarBank Corporation dated March 1 and 2, 2023

     
99.21  

Notice Declaring Intention to be Qualified under National Instrument 44-101 dated March 3, 2023

     
99.22  

News Release dated March 7, 2023

     
99.23  

News Release dated March 9, 2023

     
99.24  

News Release dated March 14, 2023

     
99.25  

New Release dated March 16, 2023

     
99.26  

News Release dated March 21, 2023

     
99.27  

Condensed Interim Consolidated Financial Statements (Unaudited) of SolarBank Corporation for the three- and nine-month periods ended March 31, 2023 and 2022

     
99.28  

Appendix C to National Instrument 41-101 dated May 2, 2023

     
99.29  

Short Form Base Shelf Prospectus dated May 2, 2023

     
99.30  

Undertaking by SolarBank Corporation dated May 2, 2023

     
99.31  

Undertaking by SolarBank Corporation dated May 2, 2023

     
99.32  

Receipt of Base Shelf Prospectus by Ontario Securities Commission dated May 3, 2023

     
99.33  

News Release dated May 3, 2023

     
99.34  

News Release dated May 5, 2023

     
99.35  

Material Change Report of SolarBank Corporation dated May 8, 2023

     
99.36  

News Release dated May 12, 2023

     
99.37  

News Release dated May 24, 2023

     
99.38  

News Release dated May 26, 2023

     
99.39  

Management’s Discussion and Analysis of SolarBank Corporation for the three- and nine-month periods ended March 31, 2023 and 2022, prepared May 30, 2023

     
99.40  

Certification of Interim Filings by CFO dated May 30, 2023

 

 

 

 

99.41  

Certification of Interim Filings by CEO dated May 30, 2023

     
99.42  

News Release dated May 30, 2023

     
99.43  

News Release dated June 2, 2023

     
99.44  

New Release dated June 5, 2023

     
99.45  

News Release dated June 13, 2023

     
99.46  

News Release dated June 19, 2023

     
99.47  

Engineering, Procurement and Construction Agreement dated June 19, 2023 between Abundant Solar Power (M1) LLC and Solar Advocate Development, LLC

     
99.48  

News Release dated June 20, 2023

     
99.49  

News Release dated June 21, 2023

     
99.50  

News Release dated June 27, 2023

     
99.51  

News Release dated June 28, 2023

     
99.52  

Prospectus Supplement dated June 29, 2023

     
99.53  

Equity Distribution Agreement dated June 29, 2023 between SolarBank Corporation and Research Capital Corporation

     
99.54  

Material Change Report of SolarBank Corporation dated June 30, 2023

     
99.55  

News Release dated June 30, 2023

     
99.56  

Consolidated Financial Statements of SolarBank Corporation for the years ended June 30, 2023 and 2022

     
99.57  

Revised Annual Information Form of SolarBank Corporation for the year ended June 30, 2023

     
99.58  

Material Change Report of SolarBank Corporation dated July 6, 2023

     
99.59  

News Release dated July 10, 2023

     
99.60  

News Release dated July 19, 2023

     
99.61  

News Release dated July 26, 2023

     
99.62  

News Release dated August 3, 2023

     
99.63  

News Release dated August 21, 2023

 

 

 

 

99.64  

News Release dated September 11, 2023

     
99.65  

Membership Interest Purchase Agreement executed September 18, 2023 between Honeywell International Inc. and Abundant Solar Power Inc.

     
99.66  

Master Engineering, Procurement and Construction Agreement executed September 18, 2023 among Abundant Solar power (SB13W) LLC, Abundant Solar Power (SB13N) LLC, Abundant Solar Power (SB14-4) LLC and Abundant Solar Power Inc.

     
99.67  

News Release dated September 19, 2023

     
99.68  

News Release dated September 21, 2023

     
99.69  

News Release dated September 26, 2023

     
99.70  

Material Change Report of SolarBank Corporation dated September 28, 2023

     
99.71  

Condensed Interim Consolidated Financial Statements (Unaudited) of SolarBank Corporation for the three months ended September 30, 2023 and 2022

     
99.72  

News Release dated October 2, 2023

     
99.73  

Engineering, Procurement & Construction Agreement dated October 3, 2023 between 1000234763 Ontario Inc. and SolarBank Corporation

     
99.74  

Engineering, Procurement & Construction Agreement dated October 3, 2023 between 1000234813 Ontario Inc. and SolarBank Corporation

     
99.75  

Engineering, Procurement & Construction Agreement dated October 3, 2023 between 1000234763 Ontario Inc. and SolarBank Corporation

     
99.76  

News Release dated October 4, 2023

     
99.77  

News Release dated October 5, 2023

     
99.78  

Letter from Endeavor Trust Corporation, as agent for SolarBank Corporation, dated October 13, 2023

     
99.79  

Material Change Report of SolarBank Corporation dated October 13, 2023

     
99.80  

Share Purchase Agreement dated October 23, 2023 among SolarBank Corporation, as purchaser, N. Fine Investments Limited and Linden Power Inc., as vendors, and OFIT GM Inc., as the corporation

     
99.81  

Share Purchase Agreement dated October 23, 2023 among SolarBank Corporation, as purchaser, N. Fine Investments Limited and Linden Power Inc., as vendors, and OFIT RT Inc., as the corporation

 

 

 

 

99.82  

Annual Management’s Discussion and Analysis dated October 23, 2023

     
99.83  

News Release dated October 24, 2023

     
99.84  

Material Change Report of SolarBank Corporation dated October 26, 2023

     
99.85  

Management Certification of Form 13-502F1 dated October 27, 2023

     
99.86  

Management Certification of Form 13-501F1 dated October 27, 2023

     
99.87  

Certification of Form 52-109FV1 by CEO dated October 27, 2023

     
99.88  

Certification of Form 52-109FV1 by CFO dated October 27, 2023

     
99.89  

News Release dated October 30, 2023

     
99.90  

News Release dated November 2, 2023

     
99.91  

Certification of Report of Exempt Distribution by Director dated November 3, 2023

     
99.92  

Notice of Annual General and Special Meeting of Shareholders of SolarBank Corporation and Information Circular dated November 7, 2023

     
99.93  

News Release dated November 23, 2023

     
99.94  

Management’s Discussion and Analysis of SolarBank Corporation for the three-month period ended September 30, 2023, prepared November 29, 2023

     
99.95  

Certification of Interim Filings by CEO dated November 29, 2023

     
99.96  

Certification of Interim Filings by CFO dated November 29, 2023

     
99.97  

News Release dated November 30, 2023

     
99.98  

News Release dated December 5, 2023

     
99.99  

Form of Proxy for Annual General & Special Meeting of SolarBank Corporation to be held on December 14, 2023

     
99.100  

News Release dated December 27, 2023

     
99.101  

News Release dated January 11, 2024

     
99.102  

News Release dated January 18, 2024

     
99.103  

News Release dated January 22, 2024

     
99.104  

News Release dated January 25, 2024

     
99.105   News Release dated January 31, 2024
     
99.106  

News Release dated February 8, 2024

     
99.107   News Release dated February 13, 2024
     
99.108   Change of Status Report dated February 21, 2024
     
99.109  

Condensed Interim Consolidated Financial Statements (Unaudited) of SolarBank Corporation for the three and six months ended December 31, 2023 and 2022

     
99.110  

Management’s Discussion and Analysis dated February 21, 2024

     
99.111  

Certification of Interim Filings by CEO dated February 21, 2024

     
99.112  

Certification of Interim Filings by CFO dated February 21, 2024

     
99.113  

News Release dated February 22, 2024

     
99.114   SolarBank Corporation Clawback Policy dated February 26, 2024
     
99.115  

Certification of Refiled Annual Filings by CFO dated February 26, 2024

     
99.116  

Certification of Refiled Annual Filings by CEO dated February 26, 2024

     
99.117  

SolarBank Corporation Audit Committee Charter dated February 26, 2024

     
99.118  

SolarBank Corporation Compensation, Corporate Governance and Nominating Committee Charter dated February 26, 2024

     
99.119   News Release dated February 27, 2024
     
99.120   Consent of MSLL CPA LLP dated February 27, 2024
     
99.121   Consent of DLA Piper (Canada) LLP dated February 27, 2024
     
99.122   Consent of MLT Aikins LLP dated February 27, 2024

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘40FR12B’ Filing    Date    Other Filings
Filed on:3/11/24None on these Dates
2/26/24
12/31/23
6/30/23
4/5/12
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/28/24  SolarBank Corp.                   40FR12B/A   3/27/24    4:2M                                     M2 Compliance LLC/FA
 3/21/24  SolarBank Corp.                   40FR12B/A              2:588K                                   M2 Compliance LLC/FA
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