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 of the
Securities Exchange Act of 1934

Date: March 3, 2022
Commission File Number: 001-37946
_______________________
Algonquin Power & Utilities Corp.
(Translation of registrant’s name into English)
_______________________
354 Davis Road
Oakville, Ontario, L6J 2X1, Canada
(Address of principal executive offices)
_______________________
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
This Report on Form 6-K is filed to provide certain information in, and is hereby incorporated by reference into, the Registration Statements on Form F-3, File Nos. 333-220059 and 333-227246, of Algonquin Power & Utilities Corp. (the “Company”).

EXHIBIT INDEX
The following exhibits are filed as part of this Form 6-K:
Exhibit Description
  
Audited Annual Financial Statements of Atlantica Sustainable Infrastructure plc as of December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021 (incorporated by reference from Item 18 of the Annual Report on Form 20-F of Atlantica Sustainable Infrastructure plc (File No. 001-36487)).
Consent Letter from Ernst & Young, S.L.





SIGNATURE
  
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.

 ALGONQUIN POWER & UTILITIES CORP.
 (registrant)
  
  
Date: March 3, 2022
By: /s/ Arthur Kacprzak
 Name: Arthur Kacprzak
 Title:   Chief Financial Officer

Exhibit 99.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements (Form F-3 Files No. 333-220059 and 333-227246) of Algonquin Power & Utilities Corp of our reports dated February 27, 2022, with respect to the consolidated financial statements of Atlantica Sustainable Infrastructure plc, and the effectiveness of internal control over financial reporting of Atlantica Sustainable Infrastructures plc as of December 31, 2021, appearing in Exhibit 99.1 of Algonquin Power & Utilities Corp’s Form 6-K dated March 3, 2022.


/s/ Ernst & Young, S.L.

Madrid, Spain
March 3, 2022