UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
For the fiscal year ended
OR
For the transition period from to
Commission File No.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S.
Employer Identification No.) | ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: +1 (
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| 10 shares, no par value per share |
Securities registered pursuant to Section 12(g) of the Act:None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨
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to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
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Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| x | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether
the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report.
If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act). Yes ¨
The aggregate market value
of the ordinary shares of the registrant held by non-affiliates as of June 28, 2024 (the last trading day of the second fiscal quarter)
was approximately $
The number of the registrant’s ordinary shares, no par value per share, outstanding as of March 15, 2025 was .
| Auditor Name | Auditor Location | Auditor Firm ID | ||
| PCAOB ID: |
Documents Incorporated by Reference: .
EXPLANATORY NOTE
The registrant is filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amendment”) to amend the Annual Report on Form 10-K for the year ended December 31, 2024 (Commission File No. 001-33911) (the “2024 Annual Report”), as filed by the registrant with the U.S. Securities and Exchange Commission (the “SEC”) on March 24, 2025. This Amendment No. 1 on Form 10-K is being filed solely to correct the clerical errors in the report titled “Report of Independent Registered Public Accounting Firm” provided by UHY LLP (the “Audit Report”) of Part II, Item 8. Financial Statements and Supplementary Data. Specifically, the Audit Report contained incorrect revenue amounts in the Critical Audit Matter Description, misstating revenue recognized from sales of project asset rights and EPC services. The originally reported amounts of $25.2 million for sales of project asset rights and $43.9 million for EPC services were incorrect. This Amendment ensures the Audit Report reflects the accurate financial data as per the Company’s consolidated financial statements. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the registrant’s principal executive officer and principal financial officer are filed as exhibits to this Amendment. Except as otherwise expressly noted herein, there have been no changes in any of the financial or other disclosure information contained in the 2024 Annual Report. This Amendment does not reflect events occurring after the filing of the original report (i.e., those events occurring after March 24, 2025) or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the 2024 Annual Report and the registrant’s other filings with the SEC.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Emeren Group Ltd
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Emeren Group Ltd (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive loss, changes in shareholders' equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue recognition on sales of project asset rights and on engineering, procurement and construction ("EPC") services
Critical Audit Matter Description
As described in Note 2 to the consolidated financial statements, the Company recognized revenue from sales of project asset rights which are recognized at a point in time once the control of the project rights is transferred to the customer. Revenue for providing EPC services is recognized over time following the percentage completion method. For the year ended December 31, 2024, the Company recognized $25.9 million from sales of project asset rights and $17.3 million from EPC services.
We identified the revenue recognition on sales of project asset rights and on EPC services as a critical audit matter due to significant judgment made by management in estimating the variable consideration of the sales of the project asset rights as well as estimating the total cost of a project and the percentage of completion of EPC services. These management judgments in turn led to a high degree of auditor judgment, subjectivity, and effort in planning and performing procedures and evaluating audit evidence relating to management's estimate of variable consideration, total cost of a project, and percentage of completion of EPC services.
How the Critical Audit Matter Was Addressed in the Audit
Our principal audit procedures in relation to the revenue recognition on sales of project asset rights and on EPC services included the following, among others:
| ● | obtained an understanding and evaluated the design of controls over management’s process of developing the estimated variable consideration on sales of project asset rights, the total cost of a project, and the percentage of completion of EPC services; |
| ● | performed a retrospective review of management’s prior estimates to assess the historical accuracy of management’s estimated variable consideration, the total actual cost of a project, and the actual collection subsequently on sales of project asset rights; |
| ● | inquired with project personnel regarding construction progress and project status, tested on a sampling basis to evaluate the accuracy of the information; |
| ● | evaluated the reasonableness of significant estimates and assumptions used by management to develop its cost estimates through vouching to and reviewing key terms of the contracts, and tested the actual costs incurred through inspection of underlying source documents on a sampling basis; and |
| ● | tested the mathematical accuracy of management’s calculation of revenue for each performance obligation that can be recognized in a given period. |
/s/ UHY LLP
We have served as the Company’s auditor since 2024.
New York, New York
March 24, 2025
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(3) EXHIBITS
We have filed the exhibits listed in the Exhibit Index below in this Form 10-K/A:
| Incorporated
by Reference |
Filed or Furnished | |||||||||
| Exhibit Number |
Exhibit Description | Form | Exhibit | Filing Date | Herewith | |||||
| 23.1 | Consent of Independent Registered Accounting Firm (UHY LLP) | X | |
| 31.1 | Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X |
| 31.2 | Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X |
| 32.1 | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X |
| 32.2 | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Exhibits 32.1 and 32.2 are being furnished and not deemed filed for purposes of Section 18 of the Exchange Act. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| EMEREN GROUP LTD. |
| Date: March 26, 2025 | By: | /s/ Yumin Liu |
| Yumin Liu | ||
| Chief Executive Officer and Director (Principal Executive Officer) | ||
| Date: March 26, 2025 | By: | /s/ Ke Chen |
| Ke Chen | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) |
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