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 |
| Item 1. |
| (a) | Name of Issuer | |
| SolarBank Corporation | ||
| (b) | Address of Issuer’s Principal Executive Offices | |
| 505 Consumers Rd., Suite 803, Toronto, Ontario, M2J 4Z2, Canada | ||
| Item 2. |
| (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 |
| Item 4. | Ownership. |
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.
| Item 10. | Certification. |
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 | |