UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of January, 2025.
Commission
File Number 001-41976
Solarbank
Corporation
(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 is expressly incorporated by reference into the Registration Statement on Form F-10
of SOLARBANK CORPORATION (File No. 333-279027), as amended and supplemented.
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 January 6, 2025 |
Solarbank Corporation |
| |
|
| |
By: |
/s/ Sam Sun |
| |
|
Sam Sun |
| |
|
Chief Financial Officer & Corporate Secretary |
Exhibit
Index
Exhibit
99.1
US$49.5
Million Transaction with Qcells Announced by SolarBank
Transaction
is for the sale and subsequent construction of four solar projects in New York State.
The
projects will utilize Qcells modules manufactured in the USA.
Nearly
$2.8 billion is being invested by Qcells to boost U.S. domestic solar manufacturing and innovation to support and accelerate the U.S.
clean energy transition.
This
news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated
May 23, 2024, to its short form base shelf prospectus dated May 2, 2023
Toronto,
Ontario, January 6, 2025 — SolarBank Corporation (NASDAQ: SUUN; Cboe CA: SUNN, FSE: GY2) (“SolarBank” or the “Company”)
is pleased to announce that Qcells, through an affiliate, has entered into agreements to acquire from the Company a total of four
ground-mount solar power projects that are under development in upstate New York (the “Projects”) representing 25.577 MW.
The Projects are known as Gainesville, Hardie, Rice Road and Hwy 28.
Qcells
is a subsidiary of South Korea’s Hanwha Solutions (KRX: 009830). Qcells is one of the world’s leading clean energy companies,
recognized for its established reputation as a manufacturer of high-performance, high-quality solar cells and panels, portfolio of intelligent
storage systems, and growing international pipeline of large-scale renewable energy projects. The company is headquartered in Seoul,
South Korea (Global Executive HQ) with its diverse international manufacturing facilities in the U.S., Malaysia, and South Korea.
SolarBank
originated the sites in upstate New York and the Projects have received positive interconnection results via a completed Coordinated
Electric System Interconnection Review (CESIR). The Projects will be developed as four separate solar power projects. The Company will
now continue to build the Projects for Qcells to commercial operation via engineering, procurement, and construction (“EPC”)
agreements. The sale of the Projects and EPC agreement have a total value of approximately US$49.5 million. The Company also expects
that it will retain an operations and maintenance contract for the Projects following the completion of construction.
Dr.
Richard Lu, Chief Executive Officer of SolarBank commented: “I am extremely pleased to have entered into this transaction with
Qcells. Qcells is making a substantial investment in U.S. domestic manufacturing for solar panels and SolarBank is excited to be supporting
them in developing these four projects using made in the USA equipment.”
“At
Qcells, we are dedicated to delivering clean, affordable energy solutions to communities nationwide and around the globe,” said
Jin Han, Corporate Officer, Head of Distributed Energy at Qcells North America. “With a commitment of nearly $2.8 billion,
we are working hard to onshore production of the solar supply chain from ingots and wafers to cells and finished panels. Each step we
take strengthens domestic solar manufacturing, drives the clean energy transition and brings us closer to a sustainable future for all.”
Once
completed, the Projects will be operated as community solar projects. Community solar is a group of solar panels with access to the local
electricity grid. Once the panels are turned on and generating electricity, clean energy from the site feeds into the local power grid.
Depending on the size and number of panels the project has, dozens or even hundreds of renters and homeowners can save money from the
electricity that is generated by the project. By subscribing to a project, a homeowner earns credits on their electric bill every month
from their portion of the solar that’s generated by the project, accessing the benefits of solar without installing panels on their
home. The Projects are expected to be eligible for incentives under the New York State Energy Research and Development Authority (NYSERDA)
NY-Sun Program.
There
are several risks associated with the development of the Projects. The development of any project is subject to required permits, the
continued availability of third-party financing arrangements for Qcells, the risks associated with the construction of a solar energy
project. In addition, governments may revise, reduce or eliminate incentives and policy support schemes for solar energy projects, which
could result in future projects no longer being economic. Qcells will pay the purchase price for the Projects, and construction costs
under the EPC agreements, in stages. If Qcells does not obtain the necessary financing, the Company is obligated to reacquire the projects
subject to retention of an initial payment. Please refer to “Forward-Looking Statements” for additional discussion of the
assumptions and risk factors associated with the projects and statements made in this press release.
About
Qcells
Qcells
is one of the world’s leading clean energy companies, recognized for its established reputation as a manufacturer of high-performance,
high-quality solar cells and modules, portfolio of intelligent storage systems, and growing international pipeline of large-scale renewable
energy projects. The company is headquartered in Seoul, South Korea (Global Executive HQ) with its diverse international manufacturing
facilities in the U.S., Malaysia, and South Korea. Qcells offers Completely Clean Energy through the full spectrum of photovoltaic products,
storage solutions, renewable electricity contracting and large-scale solar power plants. Through its growing global business network
spanning North America, Europe, Asia, South America, Africa and the Middle East, Qcells provides excellent services and long-term partnerships
to its customers in the utility, commercial, governmental and residential markets. For more information, visit: https://qcells.com/us.
Safe-Harbor
Statement
This
press release contains forward-looking statements. These forward-looking statements can be identified by terminology such as “will,”
“expects,” “anticipates,” “future,” “intends,” “plans,” “believes,”
“estimates” and similar statements. Among other things, the quotations from management in this press release and Qcells’
operations and business outlook, contain forward-looking statements. Such statements involve certain risks and uncertainties that could
cause actual results to differ materially from those expressed in or suggested by the forward-looking statements. Except as required
by law, Qcells does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
Media
Contacts
Debra
DeShong, VP, Corporate Communications
Qcells North America
us-media@qcells.com
About
SolarBank Corporation
SolarBank
Corporation is an independent renewable and clean energy project developer and owner focusing on distributed and community solar projects
in Canada and the USA. The Company develops solar, Battery Energy Storage System (BESS) and EV Charging projects that sell electricity
to utilities, commercial, industrial, municipal and residential off-takers. The Company maximizes returns via a diverse portfolio of
projects across multiple leading North America markets including projects with utilities, host off-takers, community solar, and virtual
net metering projects. The Company has a potential development pipeline of over one gigawatt and has developed renewable and clean energy
projects with a combined capacity of over 100 megawatts built. To learn more about SolarBank, please visit www.solarbankcorp.com.
For
further information, please contact:
SolarBank
Corporation
Genny
Nugent
Email:
genny.nugent@solarbankcorp.com
Phone:
416.494.9559
CoreIR
Investor Relations
Peter
Seltzberg
Email:
peters@coreir.com
Phone:
516.222.2560
FORWARD-LOOKING
STATEMENTS
This
news release contains forward-looking statements and 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 discussions as to, expectations, beliefs, plans, objectives, assumptions or
future events or performance (often, but not always, through the use 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 historical facts and may be forward-looking statements
and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from
those expressed in such forward-looking statements. In particular and without limitation, this news release contains forward-looking
statements pertaining to the Company’s expectations regarding its industry trends and overall market growth; the expected energy
production from the solar power projects mentioned in this press release; the receipt of incentives for the Projects; the expected value
of the EPC Contract; the retention of an operations and maintenance contract for the Projects; Qcells receipt of financing to acquire
and construct the Projects; and the size of the Company’s development pipeline. No assurance can be given that these expectations
will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These
statements speak only as of the date of this news release.
Forward-looking
statements are based on certain assumptions and analyses made by the Company in light of the experience and perception of historical
trends, current conditions and expected future developments and other factors it believes are appropriate, and are subject to risks and
uncertainties. In making the forward looking statements included in this news release, the Company has made various material assumptions,
including but not limited to: obtaining the necessary regulatory approvals for the Projects; Qcells obtaining financing to complete the
purchase and construction of the Projects; that regulatory requirements will be maintained; general business and economic conditions;
the Company’s ability to successfully execute its plans and intentions; the availability of financing on reasonable terms; the
Company’s ability to attract and retain skilled staff; market competition; the products and services offered by the Company’s
competitors; that the Company’s current good relationships with its service providers and other third parties will be maintained;
and government subsidies and funding for renewable energy will continue as currently contemplated. Although the Company believes that
the assumptions underlying these statements are reasonable, they may prove to be incorrect, and the Company cannot assure that actual
results will be consistent with these forward-looking statements. Given these risks, uncertainties and assumptions, investors should
not place undue reliance on these forward-looking statements.
Whether
actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of
known and unknown risks, uncertainties, assumptions and other factors, including those listed under “Forward-Looking Statements”
and “Risk Factors” in the Company’s most recently completed Annual Information Form, and other public filings
of the Company, which include: the Company may be adversely affected by volatile solar power market and industry conditions; Qcells may
not obtain the financing required to complete the purchase and construction of the Projects and in such case the Company shall be required
to repurchase the Projects; the execution of the Company’s growth strategy depends upon the continued availability of third-party
financing arrangements; the Company’s future success depends partly on its ability to expand the pipeline of its energy business
in several key markets; governments may revise, reduce or eliminate incentives and policy support schemes for solar and 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 exposes the Company to
various risks; 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 or Qcells is subject to may present technical, regulatory
and economic barriers to the purchase and use of solar power or the Projects; the markets in which the Company competes are highly competitive
and evolving quickly; an anti-circumvention investigation could adversely affect the Company by potentially raising the prices of key
supplies for the construction of solar power projects; foreign exchange rate fluctuations; a change in the Company’s effective
tax rate can have a significant adverse impact on its business; seasonal variations in demand linked to construction cycles and weather
conditions may influence the Company’s results of operations; the Company may be unable to generate sufficient cash flows or have
access to external financing; the Company may incur substantial additional indebtedness in the future; the Company is subject to risks
from supply chain issues; risks related to inflation; unexpected warranty expenses that may not be adequately covered by the Company’s
insurance policies; if the Company is unable to attract and retain key personnel, it may not be able to compete effectively in the renewable
energy market; there are a limited number of purchasers of utility-scale quantities of electricity; compliance with environmental laws
and regulations can be expensive; corporate responsibility may adversely impose additional costs; the future impact of any resurgence
of COVID-19 on the Company is unknown at this time; the Company has limited insurance coverage; the Company will be reliant on information
technology systems and may be subject to damaging cyberattacks; the Company may become subject to litigation; there is no guarantee on
how 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 update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the
Company to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors,
may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements
contained in this news release are expressly qualified in their entirety by this cautionary statemen
SolarBank (NASDAQ:SUUN)
Historical Stock Chart
From Dec 2024 to Jan 2025
SolarBank (NASDAQ:SUUN)
Historical Stock Chart
From Jan 2024 to Jan 2025
