|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
|
EMEREN GROUP LTD. (Name of Issuer) |
Ordinary Shares of no par value, American Depositary Shares, each representing 10 Ordinary Shares (Title of Class of Securities) |
75971T301 (CUSIP Number) |
Himanshu H. Shah 2301 Sugar Bush Road, Suite 510 Raleigh, NC, 27612 (919) 719-6360 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | 75971T301 |
| 1 |
Name of reporting person
Shah Capital Management | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NORTH CAROLINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,761,866.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.57 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Amendment No. 8 to Schedule 13D
Reference is hereby made to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") on October 1, 2019 (the "Schedule 13D") filed by the Reporting Persons with respect to the Common Stock, $0.01 par value ("Common Stock"), issued by Renesola LTD (now Emeren Group Ltd) (the "Issuer"), Amendment No. 1 filed on December 28, 2020, Amendment No. 2 filed on January 8, 2021, Amendment No. 3 filed on July 15, 2022, Amendment No. 4 filed on September 16, 2022 , Amendment No. 5 filed on January 13, 2023 and Amendment No. 6 filed on September 25, 2023 to the statement on Schedule 13D jointly filed on October 1, 2019 by the Reporting Persons (the "Original Schedule 13D") . This Amendment No. 8 to Schedule 13D is being filed to amend Amendment No.7 to Schedule 13D filed on January 5, 2024 (Amendment No. 7).
SCHEDULE 13D
|
| CUSIP No. | 75971T301 |
| 1 |
Name of reporting person
Shah Capital Opportunity Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,396,328.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
35.86 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 75971T301 |
| 1 |
Name of reporting person
Himanshu H. Shah | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,818,236.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.68 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares of no par value, American Depositary Shares, each representing 10 Ordinary Shares | |
| (b) | Name of Issuer:
EMEREN GROUP LTD. | |
| (c) | Address of Issuer's Principal Executive Offices:
149 Water Street, Suite 302, Norwalk,
CONNECTICUT
, 06854. | |
Item 1 Comment:
The securities to which this statement on Schedule 13D (this "Statement") relates are the shares of no par value of Emeren Group Ltd, a USA business company (the "Issuer"). The address of the principal executive office of the Issuer is 149 Water St. Suite 302, Norwalk, CT 06854, USA. | ||
| Item 2. | Identity and Background | |
| (a) | (i) Shah Capital Management, Inc. ("Shah Capital"), a North Carolina corporation, who serves as the investment adviser to Shah Opportunity (as defined below);
(ii) Shah Capital Opportunity Fund LP ("Shah Opportunity"), a Delaware limited partnership; and
(iii) Himanshu H. Shah ("Mr. Shah"), who serves as President and Chief Investment Officer of Shah Capital.
Shah Capital, Shah Opportunity and Mr. Shah are referred to collectively as the "Reporting Persons." | |
| (b) | The address of the principal business and principal office of each of the Reporting Persons is:
2301 Sugar Bush Road, Suite 510
Raleigh, North Carolina 27612 | |
| (c) | The principal business of each of Shah Capital and Shah Opportunity is investing in securities.
The principal occupation of Mr. Shah is serving as the President and Chief Investment Officer of Shah Capital. | |
| (d) | During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Shah Capital is North Carolina corporation.
Shah Opportunity is a Delaware limited partnership.
Mr. Shah is a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Mr. Himanshu H. Shah and Shah Opportunity (collectively, the "Shah Parties") anticipate that at the price per Ordinary Share set forth in the Proposal (as defined and further described in Item 4 below), approximately US$65 million will be expended in acquiring all of the outstanding Ordinary Shares of the Company that are not already owned by the Shah Parties. It is anticipated that the funding for the purchase of all of the outstanding Ordinary Shares that are not already owned by the Shah Parties will be by personal cash in connection with the Proposed Transaction and would not be subject to a financing condition. | ||
| Item 4. | Purpose of Transaction | |
On March 17, 2025, the Shah Parties submitted a non-binding proposal (the "Proposal") to the Company's board of directors. In the Proposal, the Shah Parties proposed to acquire all of the outstanding Ordinary Shares that are not already owned by the Shah Parties for US$ 2.00 in cash per Ordinary Share (the "Proposed Transaction"). The Shah Parties also stated in the Proposal that they are interested only in the Proposed Transaction, and that they do not intend to sell their shares in any other transaction involving the Company. The Shah Parties intend to finance the transactions contemplated under the Proposal through personal cash and the proposed transaction would not be subject to a financing condition.
The Shah Parties indicated in the Proposal that they are prepared to finalize the terms of the Proposed Transaction in definitive transaction documents, which will provide for covenants and conditions typical and appropriate for transactions of this type. The Proposal also provided that no binding obligation on the part of the Company or the Shah Parties shall arise with respect to the Proposed Transaction unless and until definitive agreements have been executed.
If the Proposed Transaction is completed, the Company's Ordinary Shares would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 and would be delisted from the NASDAQ Stock Market LLC. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (i) - Shah Capital Management
18,761,866; 36.57%
(ii) - Shah Capital Opportunity Fund LP
18,396,238; 35.86%
(iii) - Himanshu H. Shah
18,818,236; 36.68% | |
| (b) | (i) - Shah Capital Management
Sole Voting Power - 0
Shared Voting Power - 18,761,866
Sole Dispositive Power - 0
Shared Dispositive Power - 18,761,866
(ii) - Shah Capital Opportunity Fund LP
Sole Voting Power - 0
Shared Voting Power - 18,396,238
Sole Dispositive Power - 0
Shared Dispositive Power - 18,396,238
(iii) - Himanshu H. Shah
Sole Voting Power - 56,370
Shared Voting Power - 18,761,866
Sole Dispositive Power - 56,370
Shared Dispositive Power - 18,761,866 | |
| (c) | N/A.
Except as set forth here, no other transactions in shares of the Common Stock were effected by any Reporting Persons within the last 60 days. | |
| (d) | No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of no par value covered by this Statement. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Other than as described in this Statement, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
The following documents are filed as exhibits:
Exhibit Number: Exhibit 99.1
Description: BOD Proposal Letter, dated March 17, 2025, by Shah Capital Opportunity Fund LP, and Himanshu H. Shah. | ||
| 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.
|
|
|
|
|
|
|