| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Canadian Solar Inc. (Name of Issuer) |
Common shares, no par value (Title of Class of Securities) |
136635109 (CUSIP Number) |
01/17/2025 (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) |
SCHEDULE 13G |
| CUSIP No. | 136635109 |
| 1 | Names of Reporting Persons PAG Castle Holdings Pte. Ltd. | ||||||||
| 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 SINGAPORE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,241,765.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
The beneficial ownership reported herein represents 8,241,765 common shares issuable upon conversion of the convertible notes that PAG Castle Holdings Pte. Ltd. ("PAG Castle") has acquired or is entitled to acquire at any time within the next 60 days (all of which are or shall be immediately convertible).
The percentage is calculated based on the sum of (i) 66,158,741 common shares issued and outstanding as of December 31, 2023, as reported in the Issuer's annual report on Form 20-F filed on April 26, 2024 and (ii) 8,241,765 common shares issuable upon conversion of the convertible notes that PAG Castle may be deemed to beneficially own.
SCHEDULE 13G |
| CUSIP No. | 136635109 |
| 1 | Names of Reporting Persons PAGGC II-1 (Cayman) Limited | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,241,765.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
The beneficial ownership reported herein represents 8,241,765 common shares issuable upon conversion of the convertible notes that PAG Castle has acquired or is entitled to acquire at any time within the next 60 days (all of which are or shall be immediately convertible). PAGGC II-1 (Cayman) Limited may be deemed to beneficially own the common shares beneficially owned by PAG Castle.
The percentage is calculated based on the sum of (i) 66,158,741 common shares issued and outstanding as of December 31, 2023, as reported in the Issuer's annual report on Form 20-F filed on April 26, 2024 and (ii) 8,241,765 common shares issuable upon conversion of the convertible notes that PAGGC II-1 (Cayman) Limited may be deemed to beneficially own.
SCHEDULE 13G |
| CUSIP No. | 136635109 |
| 1 | Names of Reporting Persons PAG Growth II LP | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,241,765.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The beneficial ownership reported herein represents 8,241,765 common shares issuable upon conversion of the convertible notes that PAG Castle has acquired or is entitled to acquire at any time within the next 60 days (all of which are or shall be immediately convertible). PAG Growth II LP may be deemed to beneficially own the common shares beneficially owned by PAG Castle.
The percentage is calculated based on the sum of (i) 66,158,741 common shares issued and outstanding as of December 31, 2023, as reported in the Issuer's annual report on Form 20-F filed on April 26, 2024 and (ii) 8,241,765 common shares issuable upon conversion of the convertible notes that PAG Growth II LP may be deemed to beneficially own.
SCHEDULE 13G |
| CUSIP No. | 136635109 |
| 1 | Names of Reporting Persons PAG Growth Capital GP II Limited | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,241,765.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
The beneficial ownership reported herein represents 8,241,765 common shares issuable upon conversion of the convertible notes that PAG Castle has acquired or is entitled to acquire at any time within the next 60 days (all of which are or shall be immediately convertible). PAG Growth Capital GP II Limited may be deemed to beneficially own the common shares beneficially owned by PAG Castle.
The percentage is calculated based on the sum of (i) 66,158,741 common shares issued and outstanding as of December 31, 2023, as reported in the Issuer's annual report on Form 20-F filed on April 26, 2024 and (ii) 8,241,765 common shares issuable upon conversion of the convertible notes that PAG Growth Capital GP II Limited may be deemed to beneficially own.
SCHEDULE 13G |
| CUSIP No. | 136635109 |
| 1 | Names of Reporting Persons PAG Growth Limited | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,241,765.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
The beneficial ownership reported herein represents 8,241,765 common shares issuable upon conversion of the convertible notes that PAG Castle has acquired or is entitled to acquire at any time within the next 60 days (all of which are or shall be immediately convertible). PAG Growth Limited may be deemed to beneficially own the common shares beneficially owned by PAG Castle.
The percentage is calculated based on the sum of (i) 66,158,741 common shares issued and outstanding as of December 31, 2023, as reported in the Issuer's annual report on Form 20-F filed on April 26, 2024 and (ii) 8,241,765 common shares issuable upon conversion of the convertible notes that PAG Growth Limited may be deemed to beneficially own.
SCHEDULE 13G |
| CUSIP No. | 136635109 |
| 1 | Names of Reporting Persons Pacific Alliance Group Limited | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,241,765.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
The beneficial ownership reported herein represents 8,241,765 common shares issuable upon conversion of the convertible notes that PAG Castle has acquired or is entitled to acquire at any time within the next 60 days (all of which are or shall be immediately convertible). Pacific Alliance Group Limited may be deemed to beneficially own the common shares beneficially owned by PAG Castle.
The percentage is calculated based on the sum of (i) 66,158,741 common shares issued and outstanding as of December 31, 2023, as reported in the Issuer's annual report on Form 20-F filed on April 26, 2024 and (ii) 8,241,765 common shares issuable upon conversion of the convertible notes that Pacific Alliance Group Limited may be deemed to beneficially own.
SCHEDULE 13G |
| CUSIP No. | 136635109 |
| 1 | Names of Reporting Persons PAG | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,241,765.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
The beneficial ownership reported herein represents 8,241,765 common shares issuable upon conversion of the convertible notes that PAG Castle has acquired or is entitled to acquire at any time within the next 60 days (all of which are or shall be immediately convertible). PAG may be deemed to beneficially own the common shares beneficially owned by PAG Castle.
The percentage is calculated based on the sum of (i) 66,158,741 common shares issued and outstanding as of December 31, 2023, as reported in the Issuer's annual report on Form 20-F filed on April 26, 2024 and (ii) 8,241,765 common shares issuable upon conversion of the convertible notes that PAG may be deemed to beneficially own.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Canadian Solar Inc. | |
| (b) | Address of issuer's principal executive
offices: 545 Speedvale Avenue West Guelph, A6, N1K 1E6 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed by the entities listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) PAG, a Cayman Islands company;
(ii) Pacific Alliance Group Limited ("PAG Limited"), a Cayman Islands company, beneficially held as to 100.0% by PAG;
(iii) PAG Growth Limited, a Cayman Islands company, beneficially held as to 100.0% by PAG Limited;
(iv) PAG Growth Capital GP II Limited ("PAG Growth Capital"), a Cayman Islands company, beneficially held as to 100.0% by PAG Growth Limited;
(v) PAG Growth II LP ("PAG Growth II"), a Cayman Islands limited partnership, of which PAG Growth Capital is the general partner;
(vi) PAGGC II-1 (Cayman) Limited ("PAGGC II-1 Limited"), a Cayman Islands company, beneficially held as to 100.0% by PAG Growth II.
(vii) PAG Castle Holdings Pte. Ltd. ("PAG Castle"), a Singapore company, beneficially held as to 100.0% by PAGGC II-1 Limited.
The securities reported herein are held directly by PAG Castle. | |
| (b) | Address or principal business office or, if
none, residence: (i) PAG and PAG Limited
The address of the principal business office of each of PAG and PAG Limited is located at:
PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand
Cayman KY1-1106, Cayman Islands
(ii) PAG Growth Limited
The address of the principal business office of PAG Growth Limited is located at:
PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand
Cayman KY1-1106, Cayman Islands
(iii) PAG Growth Capital
The address of the principal business office of PAG Growth Capital is located at:
PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand
Cayman KY1-1106, Cayman Islands
(iv) PAG Growth II
The address of the principal business office of PAG Growth II is located at:
PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand
Cayman KY1-1106, Cayman Islands
(v) PAGGC II-1 Limited
The address of the principal business office of PAGGC II-1 Limited is located at:
PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand
Cayman KY1-1106, Cayman Islands
(vi) PAG Castle
The address of the principal business office of PAG Castle is located at:
9 Temasek Boulevard, #12-01/02, Suntec Tower Two, 038989, Singapore | |
| (c) | Citizenship: See Item 2(a) above. | |
| (d) | Title of class of securities: Common shares, no par value | |
| (e) | CUSIP No.: 136635109 | |
| Item 3. | If this 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. 78o); | |
| (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). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: See Row 9 of the cover page for each Reporting Person. | |
| (b) | Percent of class: See Row 11 of the cover page for each Reporting Person.
Percent of class is calculated based on the sum of (i) 66,158,741 common shares issued and outstanding as of December 31, 2023, as reported in the Issuer's annual report on Form 20-F filed on April 26, 2024 and (ii) 8,241,765 common shares issuable upon conversion of the convertible notes that may be deemed to be beneficially owned by the Reporting Persons. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Row 5 of the cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the
vote: See Row 6 of the cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Row 7 of the cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Row 8 of the cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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. |
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Exhibit
Information |
99.1 Joint Filing Agreement |