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. Checkbox checked

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

Name of reporting person

Shah Capital Management

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

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

Aggregate amount beneficially owned by each reporting person

0.00

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

Checkbox not checked

Percent of class represented by amount in Row (11)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

75971T301

Name of reporting person

Shah Capital Opportunity Fund LP

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

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

Aggregate amount beneficially owned by each reporting person

0.00

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

Checkbox not checked

Percent of class represented by amount in Row (11)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

75971T301

Name of reporting person

Himanshu H. Shah

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

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

Aggregate amount beneficially owned by each reporting person

0.00

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

Checkbox not checked

Percent of class represented by amount in Row (11)

0 %

Type of Reporting Person (See Instructions)

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

Amendment: SEC Form SCHEDULE 13D/A filed by Emeren Group Ltd