SEC Form SC 13D/A filed by Azure Power Global Limited Equity Shares (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS

FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS

THERETO FILED PURSUANT TO RULE 13-d2(a)

(Amendment No. 10)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 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).

This amendment No.10 (“Amendment No. 10”) to Schedule 13D relates to the Schedule 13D filed on October 27, 2016 (the “Original Schedule 13D”) by CDPQ Infrastructures Asia Pte Ltd. (“CDPQ Infrastructures”) and Caisse de dépôt et placement du Québec (“CDPQ” and, together with CDPQ Infrastructures, the “Reporting Persons”) relating to Equity Shares (the “Shares”) issued by Azure Global Power Limited (the “Issuer”). The principal executive offices of the Issuer are located at 3rd Floor, Asset 301-304 and 307, WorldMark 3, Aerocity, New Delhi, 110037, India.

Capitalized terms used but not defined in this Amendment No.10 shall have the meanings set forth in the Original Schedule 13D.

Except as specifically amended by this Amendment No. 10, the Original Schedule 13D is unchanged.

Item 2 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:

“The citizenship of the natural persons who are officers, directors or controlling persons of each of the Reporting Persons is set forth in Annex A hereto.”

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:

“On February 8, 2022, CDPQ Infrastructures acquired 2,054,781 newly issued Shares from the Issuer, at the subscription price of $15.79 per Share for an aggregate purchase price of $32,444,991.99, pursuant to CDPQ Infrastructures’ Backstop Commitment (as defined in the Backstop Agreement described in Item 6 of Amendment No. 8 to Schedule 13D filed by the Reporting Persons on December 27, 2021). The source of the funds used by CDPQ Infrastructures to acquire such additional Shares was working capital provided by CDPQ. The source of funds used by CDPQ to provide such working capital to CDPQ Infrastructures was funds on deposit at CDPQ.”

Item 5 of the Original Schedule 13D is hereby amended and restated to read in full as follows:

“The responses to this Item 5 and the information on the cover page are based on there being a total of 64,161,490 Shares outstanding, based on (a) their being 48,332,573 Shares outstanding, as of December 23, 2021, as disclosed in the Issuer’s prospectus supplement, dated December 27, 2021, filed by the Issuer with the Securities and Exchange Commission on December 27, 2021 pursuant to Rule 424 under the Securities Act of 1933, (b) assuming the issuance by the Issuer of 12,404,282 Shares as a result of the exercise of subscription rights in the Issuer’s Rights Offering, as disclosed in the Issuer’s press release, dated January 27, 2022, included as Exhibit 99.1 to the Issuer’s Form 6-K furnished to the Securities and Exchange Commission by the Issuer on January 27, 2022 and (c) assuming the issuance by the Issuer of 3,424,635 Shares as a result of the purchase of Shares pursuant to the Backstop Commitments, as disclosed in the Issuer’s press release, dated January 27, 2022, included as Exhibit 99.1 to the Issuer’s Form 6-K furnished to the Securities and Exchange Commission by the Issuer on January 27, 2022.

(a) and (b) As a result of the transactions described in the Original Schedule 13D, as amended, CDPQ Infrastructures is the direct beneficial owner of 34,258,963 Shares, which represents 53.4% of the Issuer's outstanding Shares. CDPQ, through its ownership of CDPQ Infrastructures, may be deemed to share voting and dispositive power over the Shares beneficially owned or deemed to be beneficially owned by CDPQ Infrastructures.

(c) The transactions by the Reporting Persons in the Shares during the past sixty days are set forth in Annex B. Except as otherwise disclosed therein, the Reporting Persons have not effected any transaction in the Shares in the last 60 days.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of the Shares beneficially owned by the Reporting Persons.

(e) Not applicable.”

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.

Dated: February 9, 2022

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.

Dated: February 9, 2022

Annex A

CDPQ INFRASTRUCTURES ASIA PTE. LTD

Directors and Officers

CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC

Directors and Officers

Annex B

Schedule of Transactions

CDPQ INFRASTRUCTURE ASIA PTE. LTD

CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC

None.