6-K
POWERBANK Corp (SUUN)
UNITED STATES
SECURITIES ANDEXCHANGE COMMISSION
Washington, D.C.20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2025
Commission File Number 001-41976
SolarbankCorporation
(Translation of registrant’s name into English)
505 Consumers Rd., Suite 803
Toronto, Ontario, M2J 4Z2 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 ☐ 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) ☐
INCORPORATION BY REFERENCE
Exhibit 99.1 to this report on Form 6-K furnished to the SEC are expressly incorporated by reference into the Registration Statement on Form F-10 of SOLARBANK CORPORATION (File No. 333-287070), as amended and supplemented.
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SIGNATURES
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, thereunto duly authorized.
| Date May 15, 2025 | Solarbank Corporation | |
|---|---|---|
| By: | /s/ Sam Sun | |
| Sam Sun | ||
| Chief Financial Officer & Corporate Secretary |
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ExhibitIndex
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Material Change Report dated May 15, 2025 |
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Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| 1. | Name and Address of Company |
|---|---|
| SolarBank Corporation (the “Company”<br> or “SolarBank”)<br><br> <br>505 Consumers Road, Suite 803<br><br> <br>Toronto, Ontario M2J 4Z2 | |
| 2. | Date of Material Change |
| May 5, 2025 | |
| 3. | News Release |
| News release disseminated on May 6, 2025 via Cision. | |
| 4. | Summary of Material Change |
| On May 6, 2025, SolarBank announced that CIM Group<br> (“CIM”), a real estate and infrastructure owner, operator, lender and developer, and the Company have entered into a Mandate<br> Letter providing for up to US$100 million in project based financing for a portfolio of 97 MW of solar power projects located in the United<br> States. The CIM Transaction will be structured as a preferred equity investment into a newly formed entity that will be a joint venture<br> between CIM and Abundant Solar Power Inc., a wholly-owned subsidiary of SolarBank. No shares or other securities of SolarBank will be<br> issued in connection with the transaction | |
| 5.1 | Full Description of Material Change |
| On May 6, 2025 the Company announced that CIM,<br> a real estate and infrastructure owner, operator, lender and developer, and the Company have entered into a Mandate Letter providing for<br> up to US$100 million in project based financing for a portfolio of 97 MW of solar power projects located in the United States (the “CIM<br> Transaction”). The CIM Transaction will be structured as a preferred equity investment into a newly formed entity (“New HoldCo”)<br> that will be a joint venture between CIM and Abundant Solar Power Inc. (“ASP”), a wholly-owned subsidiary of SolarBank. No<br> shares or other securities of SolarBank will be issued in connection with the CIM Transaction.<br><br> <br><br><br> <br>CIM shall acquire non-convertible preferred equity<br> interests in New HoldCo (the “CIM Equity”). Pursuant to a membership interest purchase agreement to be entered into by New<br> HoldCo and ASP, New HoldCo will purchase the membership interests of identified project companies that wholly own 97 MW of power generating<br> capacity (the “CIM Portfolio” or the “CIM Projects”) directly or indirectly from ASP, subject to the satisfaction<br> of customary conditions precedent. New HoldCo would advance 20% of the purchase price for each CIM Project at mechanical completion of<br> such CIM Project, and 80% at substantial completion of such CIM Project.<br><br> <br><br><br> <br>Each CIM Project is anticipated to sell investment<br> tax credits (“ITCs”) to one or more creditworthy third-party buyers pursuant to one or more tax credit transfer agreements<br> in accordance with the requirements of Section 6418 of the Internal Revenue Code of 1986, as amended (the “Code” and each<br> a “TCTA”).<br><br> <br><br><br> <br>CIM shall receive a coupon, payable semi-annually,<br> equal to 3% (annually) of the aggregate investment and, subject to certain distributions detailed below, the remainder of the cashflow<br> generated from the CIM Portfolio shall be distributed to ASP. CIM shall retain 100% of the TCTA sales. In the event of liquidation, casualty<br> or similar condemnation event the proceeds shall be distributed based on prior contributions of the parties. New HoldCo has the right<br> to redeem the CIM Equity based on the greater of fair market value or a multiple of invested capital beginning 180 days after the fifth<br> anniversary of the date the last CIM Project is placed in service (the “Call Option”). If the Call Option is not exercised,<br> CIM has the right to require a redemption of the CIM Equity at the lower of fair market value or a multiple of invested capital. |
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| There are several risks associated with the CIM Transaction and development of the CIM Projects. The development of any project is subject to receipt of interconnection approval, receipt of a community solar contract, required permits, the continued availability of third-party financing arrangements for the Company and the risks associated with the construction of a solar power project. In addition, governments may revise, reduce or eliminate incentives and policy support schemes for solar power, which could result in future projects no longer being economic. The CIM Transaction is subject to the execution of definitive documentation setting out all of the representations, warranties, covenants and conditions precedent associated with the CIM Transaction. There is a risk that definitive documentation may not be executed or that the conditions precedent to the CIM Transaction are not satisfied. In such case, no funding will be advanced under the terms of the CIM Transaction. SolarBank will also need to secure the financing required to develop the CIM Projects to mechanical completion and substantial completion, as prior to such milestone none of the funding from the CIM Transaction will be available. | |
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| 5.2 | Disclosure for Restructuring Transactions |
| Not Applicable. | |
| 6. | Reliance on Section 7.1(2) of National Instrument 51-102 |
| Not Applicable. | |
| 7. | Omitted Information |
| Not Applicable. | |
| 8. | Executive Officer |
| The name and business number of the executive<br> officer of the Company who is knowledgeable about the material change and this report is:<br><br> <br><br><br> <br>Sam Sun, Chief Financial Officer<br><br> <br>(416) 494-9559<br><br> <br>sam.sun@solarbankcorp.com | |
| 9. | Date of Report |
| May 15, 2025 |
Forward-Looking Information
This report contains forward-looking statementsand forward-looking information within the meaning of Canadian securities legislation (collectively, “forward-looking statements”)that relate to the Company’s current expectations and views of future events. Any statements that express, or involve discussionsas to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through theuse of words or phrases such as “will likely result”, “are expected to”, “expects”, “will continue”,“is anticipated”, “anticipates”, “believes”, “estimated”, “intends”, “plans”,“forecast”, “projection”, “strategy”, “objective” and “outlook”) are not historicalfacts and may be forward-looking statements and may involve estimates, assumptions and uncertainties which could cause actualresults or outcomes to differ materially from those expressed in such forward-looking statements. In particular and without limitation,this report contains forward-looking statements pertaining to the Company’s expectations regarding its industry trends andoverall market growth; the Company’s growth strategies the expected energy production from the solar power projects mentioned inthis report; the terms of the Transaction, including the size of the potential financing and its expected structure; the receipt of interconnectionapproval, permits and financing to be able to construct the Projects; the receipt of incentives for the Projects; and the size of theCompany’s development pipeline. No assurance can be given that these expectations will prove to be correct and such forward-lookingstatements included in this report should not be unduly relied upon. These statements speak only as of the date of this report.
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Forward-looking statements are based on certainassumptions and analyses made by the Company in light of the experience and perception of historical trends, current conditions and expectedfuture developments and other factors it believes are appropriate, and are subject to risks and uncertainties. In making the forward lookingstatements included in this report, the Company has made various material assumptions, including but not limited to: the execution ofdefinitive documentation for the Transaction; the satisfaction of all conditions precedent for the Transaction; obtaining the necessaryregulatory approvals; that regulatory requirements will be maintained; general business and economic conditions; the Company’s abilityto successfully execute its plans and intentions; the availability of financing on reasonable terms; the Company’s ability to attractand retain skilled staff; market competition; the products and services offered by the Company’s competitors; that the Company’scurrent good relationships with its service providers and other third parties will be maintained; and government subsidies and fundingfor renewable energy will continue as currently contemplated. Although the Company believes that the assumptions underlying these statementsare reasonable, they may prove to be incorrect, and the Company cannot assure that actual results will be consistent with these forward-lookingstatements. Given these risks, uncertainties and assumptions, investors should not place undue reliance on these forward-looking statements.
Whether actual results, performance or achievementswill conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptionsand other factors, including those listed under “Forward-Looking Statements” and “Risk Factors” in the Company’smost recently completed Annual Information Form, and other public filings of the Company, which include: the failure to execute definitivedocumentation for the Transaction; the failure to satisfy all conditions precedent for the Transaction; the Company may be adversely affectedby volatile solar power market and industry conditions; the execution of the Company’s growth strategy depends upon the continuedavailability of third-party financing arrangements; the Company’s future success depends partly on its ability to expand the pipelineof its energy business in several key markets; governments may revise, reduce or eliminate incentives and policy support schemes for solarand battery storage power; general global economic conditions may have an adverse impact on our operating performance and results of operations;the Company’s project development and construction activities may not be successful; developing and operating solar projects exposesthe Company to various risks; the impact of tariffs; the Company faces a number of risks involving Power Purchase Agreements (“PPAs”)and project-level financing arrangements; any changes to the laws, regulations and policies that the Company is subject to may presenttechnical, regulatory and economic barriers to the purchase and use of solar power; the markets in which the Company competes are highlycompetitive and evolving quickly; an anti-circumvention investigation could adversely affect the Company by potentially raising the pricesof key supplies for the construction of solar power projects; foreign exchange rate fluctuations; a change in the Company’s effectivetax rate can have a significant adverse impact on its business; seasonal variations in demand linked to construction cycles and weatherconditions may influence the Company’s results of operations; the Company may be unable to generate sufficient cash flows or haveaccess to external financing; the Company may incur substantial additional indebtedness in the future; the Company is subject to risksfrom supply chain issues; risks related to inflation; unexpected warranty expenses that may not be adequately covered by the Company’sinsurance policies; if the Company is unable to attract and retain key personnel, it may not be able to compete effectively in the renewableenergy market; there are a limited number of purchasers of utility-scale quantities of electricity; compliance with environmental lawsand regulations can be expensive; corporate responsibility may adversely impose additional costs; the future impact of any future globalpandemic on the Company is unknown at this time; the Company has limited insurance coverage; the Company will be reliant on informationtechnology systems and may be subject to damaging cyberattacks; the Company may become subject to litigation; there is no guarantee onhow the Company will use its available funds; the Company will continue to sell securities for cash to fund operations, capital expansion,mergers and acquisitions that will dilute the current shareholders; and future dilution as a result of financings.
The Company undertakes no obligation to updateor revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as maybe required by law. New factors emerge from time to time, and it is not possible for the Company to predict all of them, or assessthe impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materiallyfrom those contained in any forward-looking statement. Any forward-looking statements contained in this report are expressly qualifiedin their entirety by this cautionary statement.