Form SC 13G - Statement of acquisition of beneficial ownership by individuals
May 15 2024 - 1:39PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. _______)*
SolarBank
Corporation
(Name
of Issuer)
Common
Shares
(Title
of Class of Securities)
83417Y108
(CUSIP
Number)
April
4, 2024
(Date
of Event Which Requires Filing of This Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| Page 2 of 5 |
| CUSIP No. 83417Y108 |
1.
|
Names
of Reporting Persons. Topper Holdings Limited
I.R.S.
Identification Nos. of above persons (entities only).
None
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization: Canada
|
Number
of Shares
Beneficially
Owned
by
Each Reporting
Person
With: |
5.
|
Sole
Voting Power: 1,555,084
|
6.
|
Shared
Voting Power: 0
|
7.
|
Sole
Dispositive Power: 1,555,084
|
8. |
Shared
Dispositive Power: 0
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person: 1,555,084
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent
of Class Represented by Amount in Row (9) 5.72% (1)
|
12.
|
Type
of Reporting Person (See Instructions) CO
|
(1) Based on 27,136,075 shares
issued and outstanding as of April 4, 2024.
| Page 3 of 5 |
| CUSIP No. 83417Y108 |
|
(a) |
Name
of Issuer |
|
|
|
|
SolarBank
Corporation |
|
|
|
|
(b) |
Address
of Issuer’s Principal Executive Offices |
|
|
|
|
505
Consumers Rd., Suite 803, Toronto, Ontario, M2J 4Z2, Canada |
|
(a) |
Name
of Person Filing |
|
|
|
|
Topper Holdings Limited
|
|
|
|
|
(b) |
Address
of Principal Business Office or, if none, Residence |
|
|
|
|
4508
-777 Richards Street, Vancouver, British
Columbia, V6B 0M6, Canada |
|
|
|
|
(c) |
Citizenship
or Place of Organization |
|
|
|
|
Canada |
|
|
|
|
(d) |
Title
of Class of Securities |
|
|
|
|
Common Shares |
|
|
|
|
(e) |
CUSIP
Number |
|
|
|
|
83417Y108 |
Item
3. |
If the statement is filed pursuant to §§ 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) |
☐ |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78c); |
|
|
|
(b) |
☐ |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
|
|
(c) |
☐ |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
|
|
(d) |
☐ |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
|
|
|
(e) |
☐ |
An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
|
|
|
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
|
|
|
(g) |
☐ |
A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
|
|
|
(h) |
☐ |
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
|
|
|
(j) |
☐ |
A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
|
|
|
(k) |
☐ |
Group,
in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: __________ |
| Page 4 of 5 |
| CUSIP No. 83417Y108 |
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a) |
Amount
beneficially owned: 1,555,084 |
|
|
|
|
(b) |
Percent
of class: 5.72% |
|
|
|
|
(c) |
Number
of shares as to which the person has: |
|
|
|
|
(i) |
Sole
power to vote or to direct the vote: 1,555,084 |
|
|
|
|
(ii) |
Shared
power to vote or to direct the vote: 0 |
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of: 1,555,084 |
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of: 0 |
Item
5. |
Ownership of Five Percent or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ]
Item
6. |
Ownership of More than Five Percent on Behalf of Another
Person. |
Not
applicable.
Item
7. |
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not
applicable.
Item
8. |
Identification and Classification of Members of the Group. |
Not
applicable.
Item
9. |
Notice of Dissolution of Group. |
Not
applicable.
Not
applicable.
| Page 5 of 5 |
| CUSIP No. 83417Y108 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
|
May
15, 2024 |
|
Date |
|
|
|
|
Topper Holdings Limited |
|
|
|
|
By:
|
/s/
Janet Wong |
|
Name: |
Janet
Wong |
|
Title: |
Director |
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