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 March, 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
March 19, 2025 |
Solarbank
Corporation |
| |
|
| |
By: |
/s/
Sam Sun |
| |
|
Sam
Sun |
| |
|
Chief
Financial Officer & Corporate Secretary |
Exhibit
Index
Exhibit 99.1
$7.3
million USD Transaction Entered into with Solar Advocate Development LLC
for
the Sale and Construction of the Camillus Solar Project
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, March 19, 2025 — SolarBank Corporation (NASDAQ: SUUN; Cboe CA: SUNN, FSE: GY2) (“SolarBank” or the “Company”)
is pleased to announce that its 3.26 MW Camillus Solar Project (the “Project”) has been sold to, and will
now be constructed for, Solar Advocate Development LLC (the “Owner”) in a transaction valued at $7.3 million USD.
Dr.
Richard Lu, CEO of the Company commented: “This is the eighth community solar project that will be constructed and operated for
Solar Advocate as part of a relationship that originated in 2018. The fact that they are a repeat customer is a testament to SolarBank’s
ability to deliver projects and create long term sustainable value for its partners. We continue to execute on our strategy of growth
in the EPC segment of the business and the Independent Power Producer segment of the business.”
The
Project is being constructed as a 3.26 MW DC ground-mount solar power project on a closed landfill site and will operate as a community
solar project. The Project is expected to be eligible for incentives under the New York State Energy Research and Development Authority
(“NYSERDA”) NY-Sun Program. SolarBank has completed an interconnection agreement with the utility company, and obtained
permits from the local authority having jurisdiction.
Engineering
and initial construction have commenced and the Company has initiated procurement of major equipment. The Company has also leveraged
its strong relationships with Tier 1 suppliers to secure major equipment orders of solar panels, inverters, racking, and transformers
necessary for the Project. The Company will now continue to build the Project for the Owner to commercial operation via an engineering,
procurement, and construction (“EPC”) agreement dated March 18, 2025. The sale price for the Project, and value of
the EPC agreement, are approximately $7.3 million USD.
There
are several risks associated with the development of the Project. The development of any project is subject to the continued availability
of third-party financing arrangements for the Owner and the risks associated with the construction of a solar power project. If the EPC
agreement is terminated, the Company will not achieve the full transaction value. 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. Please refer to
“Forward-Looking Statements” for additional discussion of the assumptions and risk factors associated with the statements
in this press release.
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
Tracy
Zheng
Email:
tracy.zheng@solarbankcorp.com
Phone:
416.494.9559
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 Company’s
growth strategies the expected energy production from the solar power project mentioned in this press release; the expected value of
the EPC agreement; the reduction of carbon emissions; and 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; that regulatory requirements will be maintained; general
business and economic conditions; the Owner will continue to have access to financing to construct the Project; that the EPC agreement
will not be terminated; 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; 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; the EPC agreement
is subject to termination in certain circumstances; 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 is subject to may present
technical, regulatory and economic barriers to the purchase and use of solar power; 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 statement.
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