Emeren Group Ltd (SOL) goes private in $2.00 per ADS cash deal

Rhea-AI Filing Summary

Shah Capital Management, Shah Capital Opportunity Fund and Himanshu H. Shah report that they no longer own any Emeren Group Ltd shares following the closing of a cash merger. On December 12, 2025, Emeren merged with a subsidiary of Shurya Vitra Ltd, and each outstanding ADS and ordinary share was converted into the right to receive $2.00 per ADS or $0.20 per ordinary share, less a $0.05 per ADS cancellation fee.

Shah Opportunity’s 184,092,490 ordinary shares were exchanged for shares of the new parent company, while 3,526,170 shares held by Shah Capital and 563,700 shares held by Mr. Shah were converted into cash consideration. Emeren plans to delist its ADSs from the NYSE, have the exchange file Form 25, and then file Form 15 to suspend its SEC reporting obligations, effectively taking the company private.

Insights

Equity ownership and governance analyst

Emeren completes a going-private cash merger; key holder reports 0% ownership and planned NYSE delisting.

The amendment shows that Emeren Group Ltd has closed a merger with a subsidiary of Shurya Vitra Ltd, under which each ADS and ordinary share converts into cash of $2.00 per ADS or $0.20 per ordinary share, less a $0.05 per ADS cancellation fee. This transaction cancels all existing equity securities, with Shah Capital Management, Shah Capital Opportunity Fund and Himanshu H. Shah now reporting beneficial ownership of 0 shares and 0% of the class, with no voting or dispositive power as of December 12, 2025.

The disclosure also details how prior holdings are treated: Shah Opportunity’s 184,092,490 ordinary shares are rolled into shares of the new parent, while 3,526,170 shares held by Shah Capital and 563,700 held by Mr. Shah convert into the cash merger consideration. For public investors, the key structural change is that Emeren’s ADSs will be delisted from the NYSE, with trading suspended before the market opens on December 15, 2025, followed by a Form 25 delisting and a planned Form 15 filing to suspend Exchange Act reporting.

This sequence effectively ends Emeren’s status as a U.S.-listed, Exchange Act–reporting company and replaces publicly traded equity with a fixed cash payout for former holders. The transaction’s economic attractiveness depends on each holder’s own entry price and alternatives, but from a structural perspective it closes out the public equity story and transfers control to the private parent entity.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

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)

12/12/2025

(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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IA

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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

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 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

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. 12 (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, Amendment No. 10 filed with the SEC on July 7, 2025, and Amendment No. 11 filed with the SEC on September 3, 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"). Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Schedule 13D. This Amendment amends and supplements the Schedule 13D to describe the closing of the merger pursuant to the Agreement and Plan of Merger 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"), dated as of June 18, 2025, as amended on September 2, 2025 (the "Merger Agreement"). Other than as set forth below, all Items in the Schedule 13D are materially unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Item 4 of this Amendment and is incorporated herein by reference.
Item 4.	Purpose of Transaction
	Item 4 is amended to include the following disclosure at the end of the Item: Closing of the Merger On December 9, 2025, the Issuer's shareholders approved the Merger and certain related matters. On December 12, 2025, pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each then-outstanding equity security of the Issuer was cancelled. Each then-outstanding: o ADS and Ordinary Share (other than Excluded Shares (as defined in the Merger Agreement)) automatically converted into the right to receive $2.00 per ADS or $0.20 per Ordinary Share (as applicable, the "Merger Consideration"), less a $0.05 per ADS cancellation fee pursuant to the terms of the deposit agreement and subject to all applicable withholding. o Vested option with an exercise price less than the Merger Consideration converted into the right to receive a cash payment equal to the difference between the Merger Consideration and the exercise price, multiplied by the number of shares subject to such option. o Vested option with an exercise price equal to or greater than the Merger Consideration, unvested option, and unvested restricted share unit award ("RSU") was replaced with an employee incentive award of the surviving company, with terms substantially similar to the original award, which may be settled in cash or property other than shares, as determined by Parent. o Vested RSU converted into the right to receive a cash payment equal to the Merger Consideration. As a result of the closing of the Merger and the other transactions contemplated by the Merger Agreement, the Reporting Persons no longer beneficially own any Ordinary Shares or ADSs. The 184,092,490 Ordinary Shares that were Rollover Securities held by Shah Opportunity were exchanged ordinary shares of Parent, and the 3,526,170 Ordinary Shares held by Shah Capital and 563,700 Ordinary Shares held by Mr. Shah were converted into the right to receive the Merger Consideration. In connection with the closing of the Merger, the Issuer notified the New York Stock Exchange ("NYSE") of its intent to remove the ADSs from listing on the NYSE and requested that NYSE (i) suspend trading of the Ordinary Shares on the NYSE prior to the opening of trading on December 15, 2025 and (ii) file a Notification of Removal of Listing and/or Registration on Form 25 with the SEC to delist and deregister the ADSs under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The delisting and deregistration under Section 12(b) of the Exchange Act will become effective 10 days after the filing of Form 25. The Issuer intends to file with the SEC a certification and notice on Form 15 with respect to the Ordinary Shares once the delisting and deregistration under Section 12(b) of the Exchange Act becomes effective. The Issuer's reporting obligations under the Exchange Act will be suspended upon the Issuer's filing of the Form 15 with the SEC.
Item 5.	Interest in Securities of the Issuer
(a)	As of December 12, 2025, the Reporting Persons do not beneficially own, directly or indirectly, any Ordinary Shares.
(b)	As of December 12, 2025, the Reporting Persons do not have sole or shared power to vote, to direct the vote, to dispose of, or to direct the disposition of any Ordinary Shares.
(c)	Except as otherwise described in the Schedule 13D, the Reporting Persons have not effected in any transactions in Ordinary Shares during the past sixty days.
(d)	Not Applicable.
(e)	Each Reporting Person ceased to be a beneficial owner of more than five percent nof the Ordinary Shares upon the closing of the Merger on December 12, 2025.

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:	12/16/2025

Shah Capital Opportunity Fund LP

Signature:	/s/ Himanshu H. Shah
Name/Title:	Himanshu H. Shah, Managing Member
Date:	12/16/2025

Himanshu H. Shah

Signature:	/s/ Himanshu H. Shah
Name/Title:	Himanshu H. Shah
Date:	12/16/2025

FAQ

What major transaction involving Emeren Group Ltd (SOL) is described in this amendment?

The amendment describes the closing of a merger in which Emeren Group Ltd became a wholly owned subsidiary of Shurya Vitra Ltd after a merger between Emeren and a Shurya Vitra subsidiary on December 12, 2025, following shareholder approval on December 9, 2025.

How much will Emeren Group Ltd (SOL) shareholders receive per ADS and per ordinary share in the merger?

Each outstanding ADS and ordinary share is converted into the right to receive $2.00 per ADS or $0.20 per ordinary share, subject to a $0.05 per ADS cancellation fee under the deposit agreement and applicable withholding.

What happens to Emeren Group Ltd (SOL) ADSs on the NYSE after the merger?

Emeren has notified the NYSE that it will remove its ADSs from listing, requested that trading be suspended before the market opens on December 15, 2025, and asked the NYSE to file Form 25 to delist and deregister the ADSs. The delisting and deregistration under Section 12(b) become effective 10 days after Form 25 is filed.

Will Emeren Group Ltd (SOL) continue filing periodic reports with the SEC after the merger?

Emeren intends to file Form 15 for the ordinary shares once the Section 12(b) deregistration is effective. Upon filing Form 15, the company’s reporting obligations under the Exchange Act will be suspended.

Do Shah Capital and related entities still own Emeren Group Ltd (SOL) shares after the merger?

No. As of December 12, 2025, Shah Capital Management, Shah Capital Opportunity Fund LP and Himanshu H. Shah report beneficial ownership of 0 shares, representing 0% of the class, with no voting or dispositive power.

How were Shah Capital’s and its affiliates’ Emeren Group Ltd (SOL) holdings treated in the merger?

The amendment states that 184,092,490 ordinary shares held by Shah Capital Opportunity Fund LP as rollover securities were exchanged for ordinary shares of the new parent company. In addition, 3,526,170 ordinary shares held by Shah Capital Management and 563,700 ordinary shares held by Himanshu H. Shah were converted into the right to receive the cash merger consideration.

What happens to Emeren Group Ltd (SOL) employee stock options and RSUs in the merger?

Vested options with exercise prices below the merger consideration convert into cash equal to the merger consideration minus the exercise price, times the number of shares. Vested options with exercise prices at or above the merger consideration, unvested options and unvested RSUs are replaced with employee incentive awards of the surviving company, which may be settled in cash or other property as determined by the parent. Vested RSUs convert into the right to receive a cash payment equal to the merger consideration.