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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 9, 2025
EMEREN GROUP LTD
(Exact name of Registrant as Specified in Its
Charter)
| British Virgin Islands |
001-33911 |
N/A |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
149 Water Street, Suite 302
Norwalk, Connecticut |
06854 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: +1 925-425-7335
(Former Name or Former
Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| American
Depositary Shares, each representing 10 ordinary shares, no par value per share |
|
SOL |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 9, 2025, Emeren Group Ltd (the “Company”)
held a general meeting (the “Meeting”) of its shareholders to consider the three proposals described in further detail
in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on October 14,
2025. The three proposals related to the following:
| · | Proposal No. 1: to authorize and approve the Agreement and Plan of Merger dated June 18, 2025, as amended by an amendment agreement
dated September 2, 2025 (the “Merger Agreement”), by and among Shurya Vitra Ltd. (“Parent”), Emeren
Holdings Ltd., a wholly owned subsidiary of Parent (“Merger Sub”), and the Company, the articles of merger and the
plan of merger to be filed with the Registrar of Corporate Affairs of the British Virgin Islands in order to give effect to the merger
of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving company and a
wholly owned subsidiary of Parent, and any and all transactions contemplated by the Merger Agreement (the “Merger Agreement Proposal”); |
| · | Proposal No. 2: to authorize and approve, on a non-binding advisory basis, the compensation that may be paid or become payable to
the Company’s named executive officers that is based on or otherwise relates to the Merger be (the “Advisory Compensation
Proposal”); and |
| · | Proposal No. 3: to adjourn the Meeting, if necessary or appropriate, in order to allow the Company to solicit additional proxies in
the event that there are insufficient proxies received at the time of the Meeting to approve the Merger Agreement Proposal and the Advisory
Compensation Proposal (the “Adjournment Proposal”). |
The Merger Agreement Proposal was approved, with 92.8% of the votes
cast in favor of the proposal, as follows:
| For |
Against |
Abstain |
Broker Non-Votes |
| 255,113,810 |
19,948,850 |
403,140 |
0 |
The Advisory Compensation Proposal was approved, with 91.1% of the
votes cast in favor of the proposal, as follows:
| For |
Against |
Abstain |
Broker Non-Votes |
| 250,033,000 |
24,555,340 |
607,580 |
0 |
Because the Merger Agreement Proposal and the Advisory Compensation
Proposal were approved, it was not necessary to address the Adjournment Proposal.
No other business properly came before the Meeting.
Item 8.01 Other Events.
The document attached as Exhibit 99.1 to this Current Report on
Form 8-K is hereby incorporated by reference into this Item 8.01.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibits Index
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release of Emeren Group Ltd, issued on December 9, 2025 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). |
SIGNATURES
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 hereunto
duly authorized.
| |
EMEREN GROUP LTD |
| |
|
|
| Date: December 10, 2025 |
By: |
/s/ Ke Chen |
| |
|
Ke Chen |
| |
|
Chief Financial Officer |
