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

Rhea-AI Filing Summary

Amendment No. 11 to Schedule 13D reports that Shah Capital Management, Shah Capital Opportunity Fund LP and Himanshu H. Shah together beneficially own ADSs representing approximately 36% of Emeren Group Ltd's ordinary shares. Each ADS represents 10 ordinary shares and the percentages are based on 513,216,222 ordinary shares outstanding as of June 30, 2025. The Amendment, filed September 3, 2025, clarifies that Shah Opportunity is a Rollover Securityholder under the Merger Agreement and the Rollover Agreement and has agreed to vote its Rollover Securities in favor of the merger and to have those Rollover Securities cancelled in exchange for newly issued shares of the acquiring Parent.

Positive

• Significant voting support for the merger: Shah Opportunity agreed to vote its Rollover Securities in favor of the Merger Agreement.
• Large aligned stakeholder: Reporting Persons collectively beneficially own approximately 36% of the ordinary shares (ADS basis), offering material support and legitimacy to the proposed transaction.

Negative

• High ownership concentration: A single group holds ~36% of the class, which centralizes control and could influence outcomes for other shareholders.
• Cancellation of ADSs: Rollover Securities will be cancelled in exchange for newly issued Parent shares, changing the post-transaction ownership mix (may dilute or reallocate economic interests).

Insights

M&A Specialist

TL;DR: A large shareholder (≈36%) has committed to roll equity into the buyer, materially supporting the proposed merger.

The reporting persons’ confirmation as Rollover Securityholders and their agreement to vote in favor of the merger is a material development for the transaction’s likelihood of approval. The conversion/cancellation of ADSs for newly issued Parent shares aligns a significant minority holder with the acquirer's capital structure and may smooth deal execution. This reduces a potential negotiating obstacle and signals constructive engagement from a major stakeholder.

Securities Analyst

TL;DR: Large ownership concentration (≈36%) and a rollover commitment materially affect control and post-transaction ownership.

The filing discloses that Shah entities collectively hold between 35.87% and 36.67% of the class depending on the reporting person, which is sizeable for an ADS float. Their shared voting and dispositive power over 18.4–18.8 million ADSs could be determinative for shareholder votes. The agreement to cancel ADSs in exchange for Parent shares will alter ultimate share composition; investors should note the control implications embedded in this amendment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

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

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 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

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 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

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 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

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.

Shah Capital Management

Signature:	/s/ Himanshu H. Shah
Name/Title:	Himanshu H. Shah, President and Chief Investment Officer
Date:	09/03/2025

Shah Capital Opportunity Fund LP

Signature:	/s/ Himanshu H. Shah
Name/Title:	Himanshu H. Shah, Managing Member
Date:	09/03/2025

Himanshu H. Shah

Signature:	/s/ Himanshu H. Shah
Name/Title:	Himanshu H. Shah
Date:	09/03/2025

FAQ

What stake does Shah Capital hold in Emeren Group Ltd (SOL)?

The filing states Shah Capital Management and related reporting persons beneficially own ADSs representing approximately 36% of Emeren's ordinary shares (based on 513,216,222 ordinary shares outstanding as of June 30, 2025).

What change did Amendment No. 11 make to the Merger and Rollover Agreements?

The Amendment clarifies that Shah Opportunity is a Rollover Securityholder, that its ADSs are Rollover Securities, and that it will vote for the Merger and have those securities cancelled in exchange for newly issued Parent shares.

How many ordinary shares does one ADS represent?

Each American Depositary Share (ADS) represents 10 ordinary shares of Emeren Group Ltd, as stated in the filing.

What percentage of the class is reported for each reporting person?

Reported percentages are: Shah Capital Management 36.56%; Shah Capital Opportunity Fund LP 35.87%; Himanshu H. Shah 36.67% (ADS basis).

Will the reporting persons vote in favor of the merger?

Yes. The filing states Shah Opportunity has agreed to vote its Rollover Securities in favor of the adoption of the Merger Agreement and approval of the Merger.