[SCHEDULE 13D/A] Emeren Group Ltd American SEC Filing

Rhea-AI Filing Summary

Shah Capital Management, Shah Capital Opportunity Fund LP and their principal, Himanshu H. Shah, have filed Amendment No. 10 to their Schedule 13D on Emeren Group Ltd (NASDAQ: SOL). The filing discloses:

• Beneficial ownership: The Reporting Persons collectively hold 18,818,236 ADSs (each ADS = 10 ordinary shares), representing 36.67 % of Emeren’s ordinary shares outstanding as of 31 Mar 2025.
• Voting power: All shares are held with shared voting and dispositive power except 56,370 ADSs that Mr. Shah controls individually.
• Support Agreement (signed 3 Jul 2025): Shah Capital joined forces with several insiders and shareholders—Rahul Garg, Ritu Khurana, Kunal Shah and Shalin Y. Shah—who together hold ADSs representing 10,184,720 ordinary shares. Key executives Ke Chen (CFO) and Enrico Bocchi (EVP, Europe) agreed to roll over a combined 8,370,270 ordinary shares/options/RSUs.
• Aggregate support: The Reporting Persons’ stake plus Supporting and Rollover Shares account for approximately 39.5 % of Emeren’s shares, creating a substantial voting bloc in favor of the Agreement and Plan of Merger dated 18 Jun 2025 with Shurya Vitra Ltd. and Emeren Holdings Ltd.
• Financing commitments: Mr. Shah has provided a Limited Guarantee to the issuer under the Merger Agreement (filed as Exhibit 10.2).

The amendment largely updates Item 4 (Purpose of Transaction) and Item 6 (Contracts/Arrangements), confirming Shah Capital’s continued strategic role and formal alignment with insiders to facilitate the proposed merger. No new share purchases or sales by the Reporting Persons occurred within the past 60 days. Other Schedule 13D items remain materially unchanged.

Positive

• Substantial voting bloc: 39.5 % of shares are contractually committed to support the merger, materially increasing deal certainty.
• High insider alignment: Key executives and significant shareholders are included in the Support Agreement and Rollover arrangements.
• Limited Guarantee: Mr. Shah’s guarantee adds financial backing to the transaction.

Negative

• Concentrated control: A single investor group now wields over one-third of voting power, potentially limiting minority influence on deal terms.

Insights

M&A Specialist

TL;DR: Shah Capital’s 36.7 % stake plus insider support secures 39.5 % votes toward Emeren’s pending merger.

The amendment signals material momentum for the 18 Jun 2025 take-private agreement. With nearly 40 % of outstanding shares now contractually committed, transaction certainty increases and dissent risk declines. The Limited Guarantee from Mr. Shah provides additional comfort on deal execution. While minority shareholders retain veto potential, the disclosed bloc materially shifts negotiating leverage toward closing on agreed terms.

Portfolio Manager

TL;DR: Concentrated ownership raises governance and liquidity considerations for SOL investors.

From a portfolio perspective, Shah Capital’s enlarged voting influence could curtail upside optionality for non-aligned holders if merger terms under-value future solar development pipeline. Conversely, reduced transaction risk may shorten the timeline to cash realisation. Investors should weigh certainty versus potential valuation gap, recognising that almost 40 % of votes are now effectively locked.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

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)

07/03/2025

(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:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,761,866.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,761,866.00

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 March 31, 2025, as provided in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 14, 2025.

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,409,249.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,409,249.00

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 March 31, 2025, as provided in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 14, 2025.

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:

7	Sole Voting Power 56,370.00
8	Shared Voting Power 18,761,866.00
9	Sole Dispositive Power 56,370.00
10	Shared Dispositive Power 18,761,866.00

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 March 31, 2025, as provided in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 14, 2025.

SCHEDULE 13D

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. 10 (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, and Amendment No. 9 filed with the SEC on June 20, 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 certain agreements relating to 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'), and the related transactions described in Amendment No. 9 to the Schedule 13D. Other than as set forth below, all Items in the Schedule 13D are materially unchanged. Capitalized terms used but not defined herein have the meanings assigned to them in the Schedule 13D.
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
	Item 3 of the Schedule 13D is hereby amended and supplemented to include the following: The description of the 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: Support Agreement On July 3, 2025, certain securityholders of the Issuer (the 'Supporting Holders') executed and delivered to Parent a support agreement (the 'Support Agreement'), pursuant to which each such Supporting Holder has agreed to vote the Issuers securities (including Issuer securities represented by ADSs) beneficially owned by such Supporting Holder in favor of the approval of the Merger Agreement, the Merger and the other transactions contemplated thereby, and to take certain other actions in furtherance of the transactions contemplated by the Merger Agreement (collectively, the 'Merger Approval'). The Supporting Holders are Rahul Garg and Ritu Khurana, who hold ADSs representing 6,645,060 Ordinary Shares, Kunal Shah, who holds ADSs representing 3,179,660 Ordinary Shares, and Shalin Y. Shah, who holds ADSs representing 360,000 Ordinary Shares, for an aggregate of 10,184,720 Ordinary Shares (such shares collectively, the 'Supporting Shares') committed by the Supporting Holders to vote in favor of the Merger Approval. The Rollover Securityholders are Ke Chen, the Issuers Chief Financial Officer, and Enrico Bocchi, the Issuers Executive Vice President, Europe. Mr. Chen owns 4,870,270 Ordinary Shares and vested options to purchase 3,000,000 Ordinary Shares, and Mr. Bocchi owns 500,000 RSUs that settle in Ordinary Shares in three equal annual installments starting on October 1, 2025 (such shares collectively, the 'Rollover Shares'). The Rollover Shares and the Supporting Shares that are currently votable, together with the 18,761,866 Shares held by the Reporting Persons, represent approximately 39.5% of the outstanding Ordinary Shares, based on 513,216,222 Ordinary Shares outstanding as of March 31, 2025, as provided in the Issuers Form 10-Q filed with the SEC on May 14, 2025. The information disclosed in this Item is qualified in its entirety by reference to the full text of the agreements that are filed as exhibits to this Schedule 13D, which are incorporated herein by reference.
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 99.1 Agreement and Plan of Merger, dated as of June 18, 2025, by and among the Issuer, Parent and Merger Sub (incorporated herein by reference to Exhibit 2.1 to the Form 8-K dated June 20, 2025 of the Issuer). 99.2 Rollover Agreement, dated as of June 18, 2025, by and among Parent, Ke Chen and Enrico Bocchi (incorporated herein by reference to Exhibit 10.1 to the Form 8-K dated June 20, 2025 of the Issuer). 99.3 Limited Guarantee, dated as of June 18, 2025, made by Mr. Shah in favor of the Issuer (incorporated herein by reference to Exhibit 10.2 to the Form 8-K dated June 20, 2025 of the Issuer). 99.4 Support Agreement, dated as of July 3, 2025, by and among Parent and the Supporting Holders.

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.

Shah Capital Management

Signature:	/s/ Himanshu H. Shah
Name/Title:	Himanshu H. Shah, President and Chief Investment Officer
Date:	07/07/2025

Shah Capital Opportunity Fund LP

Signature:	/s/ Himanshu H. Shah
Name/Title:	Himanshu H. Shah, Managing Member
Date:	07/07/2025

Himanshu H. Shah

Signature:	/s/ Himanshu H. Shah
Name/Title:	Himanshu H. Shah
Date:	07/07/2025

FAQ

How many Emeren (SOL) shares does Shah Capital now control?

The Reporting Persons beneficially own 18,818,236 ADSs, equal to 36.67 % of outstanding ordinary shares.

What is the purpose of the Support Agreement disclosed in the 13D/A?

It obligates certain shareholders to vote all their Emeren shares in favour of the 18 Jun 2025 merger agreement with Shurya Vitra Ltd.

What percentage of Emeren’s shares are now committed to support the merger?

Including Shah Capital, supporting holders and rollover shares, about 39.5 % of the company’s ordinary shares back the merger.

Did Shah Capital purchase additional SOL shares in the past 60 days?

No. The filing states no transactions by the Reporting Persons within the last 60 days.

What financial commitment has Himanshu H. Shah made toward the merger?

He provided a Limited Guarantee in favour of Emeren, filed as Exhibit 10.2 to the Schedule 13D.