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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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Emeren Group Ltd (Name of Issuer) |
Ordinary Shares, no par value, American Depositary Shares, each representing 10 Ordinary shares, no par value per share (Title of Class of Securities) |
75971T301 (CUSIP Number) |
Himanshu H. Shah 2301 Sugar Bush Road, Suite 510 Raleigh, NC, 27612 (919) 719-6360 Andrew Ledbetter DLA Piper LLP (US), 701 Fifth Avenue, Suite 6900 Seattle, WA, 98104 (206) 839-4800 Kevin Criddle DLA Piper LLP (US), 701 Fifth Avenue, Suite 6900 Seattle, WA, 98104 (206) 839-4800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/02/2025 (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
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| 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)
36.56 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
The share value represents the number of American Depositary Shares beneficially owned by the Reporting Person. Each American Depositary Share represents ten Ordinary Shares.
Percentage is based on 513,216,222 Ordinary Shares outstanding as of June 30, 2025, as provided in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 19, 2025.
SCHEDULE 13D
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| 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
18,409,249.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
35.87 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The share value represents the number of American Depositary Shares beneficially owned by the Reporting Person. Each American Depositary Share represents ten Ordinary Shares.
Percentage is based on 513,216,222 Ordinary Shares outstanding as of June 30, 2025, as provided in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 19, 2025.
SCHEDULE 13D
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| 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)
36.67 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The share value represents the number of American Depositary Shares beneficially owned by the Reporting Person. Each American Depositary Share represents ten Ordinary Shares.
Percentage is based on 513,216,222 Ordinary Shares outstanding as of June 30, 2025, as provided in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 19, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, no par value, American Depositary Shares, each representing 10 Ordinary shares, no par value per share | |
| (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:
This Amendment No. 11 (this 'Amendment') to the Schedule 13D filed with the Securities and Exchange Commission (the 'SEC') on October 1, 2019 (the 'Original Schedule 13D' and, as amended by Amendment No. 1 filed with the SEC on December 28, 2020, Amendment No. 2 filed with the SEC on January 8, 2021, Amendment No. 3 filed with the SEC on July 15, 2022, Amendment No. 4 filed with the SEC on September 16, 2022 , Amendment No. 5 filed with the SEC on January 13, 2023, Amendment No. 6 filed with the SEC on September 25, 2023, Amendment No. 7 filed with the SEC on January 5, 2024, Amendment No. 8 filed with the SEC on March 17, 2025, Amendment No. 9 filed with the SEC on June 20, 2025, and Amendment No. 10 filed with the SEC on July 7, 2025, the 'Schedule 13D') is being filed by Shah Capital Management, Inc. ('Shah Capital'), Shah Capital Opportunity Fund LP ('Shah Opportunity'), and Himanshu H. Shah ('Mr. Shah' and, together with Shah Capital and Shah Opportunity, the 'Reporting Persons'), with respect to the ordinary shares, no par value per share (the 'Ordinary Shares') and the American Depository Shares, each representing ten Ordinary Shares (the 'ADSs') of Emeren Group Ltd (the 'Issuer').
This Amendment amends and supplements the Schedule 13D to describe amendments to (1) the Agreement and Plan of Merger (the 'Merger Agreement'), dated as of June 18, 2025, by and among the Issuer, Shurya Vitra Ltd., a BVI business company incorporated under the Laws of the British Virgin Islands ('Parent'), and Emeren Holdings Ltd, a BVI business company incorporated under the Laws of the British Virgin Islands and a wholly owned subsidiary of Parent ('Merger Sub'), (2) the rollover and support agreement (the 'Rollover Agreement').
Other than as set forth below, all Items in the Schedule 13D are materially unchanged. | ||
| 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 | |
The descriptions of the Merger Agreement, the Equity Commitment Letter (as defined below), the Limited Guarantee (as defined below) and the Rollover and Support Agreement (as defined below) set forth in Item 4 of this Schedule 13D Amendment are incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is amended to include the following disclosure at the end of the Item:
Amendments to the Agreement and Plan of Merger and the Rollover Agreement
On September 2, 2025, the Issuer, Parent and Merger Sub entered into an Amendment to the Merger Agreement, and Parent and the Rollover Securityholders entered into an Amendment to the Rollover Agreement, in each case to clarify that Shah Opportunity is a Rollover Securityholder and that the Ordinary Shares represented by ADSs held by Shah Opportunity are Rollover Securities. As a Rollover Securityholder, Shah Opportunity has agreed to vote its Rollover Securities in favor of the adoption of the Merger Agreement and the approval of the Merger and to the cancellation of its Rollover Securities in exchange for newly issued shares of Parent. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (i) - Shah Capital Management
18,761,866; 36.56%
(ii) - Shah Capital Opportunity Fund LP
18,409,249; 35.87%
(iii) - Himanshu H. Shah
18,818,236; 36.67% | |
| (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 - 18,409,249
Sole Dispositive Power - 0
Shared Dispositive Power - 18,409,249
(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 Issuer 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 | |
Item 6 of the Schedule 13D is hereby amended and supplemented to include the following:
The information set forth in Item 4 of this Schedule 13D Amendment is incorporated by reference in its entirety into Item 6 of the Schedule 13D. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented to include the following:
Exhibit Number Description
99.5 Amendment to the Agreement and Plan of Merger, dated as of September 2, 2025, by and among the Issuer, Parent and Merger Sub (incorporated herein by reference to Exhibit 2.1 of the Report on Form 8-K dated September 3, 2025 of the Issuer).
99.6 Amendment to the Rollover Agreement, dated as of September 2, 2025, by and among the Parent and the Rollover Securityholders (incorporated herein by reference to Exhibit 10.1 of the Report on Form 8-K dated September 3, 2025 of the Issuer). | ||
| 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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