424B3

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-259706

Supplement No. 6

(To Prospectus dated October 5, 2021)

ReNew Energy Global Plc

PRIMARY OFFERING OF

20,226,773 CLASS A ORDINARY SHARES

SECONDARY OFFERING OF

271,479,759 CLASS A ORDINARY SHARES,

118,363,766 CLASS C ORDINARY SHARES,

7,026,807 WARRANTS TO PURCHASE CLASS A ORDINARY SHARES, AND

7,671,581 CLASS A ORDINARY SHARES UNDERLYING WARRANTS

This prospectus supplement updates and amends certain information contained in the  prospectus dated October 5, 2021, or the “Prospectus”, covering the issuance from time to time by ReNew Energy Global plc, a public limited company organized under the laws of England & Wales, or “we”, “our”, the “Company”, of up to 20,226,773 Class A Ordinary Shares, nominal value of $0.0001, or the “Class A Ordinary Shares,” including 7,026,807 Class A Ordinary Shares issuable upon the exercise of Warrants that are held by RMG Sponsor II, LLC, or “RMG Sponsor II”, or “Private Warrants” and 11,499,966 Class A Ordinary Shares issuable upon the exercise of Warrants held by the public warrant holders, or “Public Warrants”. The Prospectus also relates to the resale, from time to time, by the selling securityholders named therein, or the “Selling Securityholders”, or their pledgees, donees, transferees, or other successors in interest, of (a) up to 271,479,759 Class A Ordinary Shares, (b) up to 7,026,807 Private Warrants; (c) up to 118,363,766 class C ordinary shares having a nominal value of $0.0001 per share, or “Class C Ordinary Shares”, and (d) up to 7,671,581 Class A Ordinary Shares issuable upon exercises of the Private Warrants. You should read this supplement no. 6 in conjunction with the Prospectus. This prospectus supplement is not complete without, and may not be utilized except in connection with, the Prospectus, including any amendments or supplements thereto.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of the Prospectus and other risk factors contained in the documents incorporated by reference therein for a discussion of information that should be considered in connection with an investment in our securities.

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus supplement is February 24, 2022

 

 


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2022

Commission File Number: 001-40752

 

 

RENEW ENERGY GLOBAL PLC

(Translation of registrant’s name into English)

 

 

C/O Vistra (UK) Ltd 3rd Floor

11-12 St James’s Square London SW1Y 4LB

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 


Other Events

Joinder to the Registration Rights, Coordination and Put Option Agreement

On February 17, 2022, a shareholder of ReNew Energy Global plc (“ReNew”), RMG Sponsor II, LLC (“RMG Sponsor”) dissolved its assets and was liquidated. As a result, RMG Sponsor distributed its Class A Ordinary Shares to its members. On the same date, ReNew entered into a Joinder to the Registration Rights, Coordination and Put Option Agreement, pursuant to which the members of RMG Sponsor agreed to abide by the terms and conditions of the Registration Rights, Coordination and Put Option Agreement to the extent they applied to RMG Sponsor. A copy of the Joinder to the Registration Rights, Coordination and Put Option Agreement is attached as Exhibit 99.1 hereto.

EXHIBIT INDEX

 

Exhibit   

Description of Exhibit

99.1    Joinder to the Registration Rights, Coordination and Put Option Agreement


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, thereunto duly authorized.

 

Dated: February 22, 2022     RENEW ENERGY GLOBAL PLC
    By  

/s/ D. Muthukumaran

      Name:   D. Muthukumaran
      Title:   Chief Financial Officer


Exhibit 99.1

Execution Version

JOINDER TO THE REGISTRATION RIGHTS, COORDINATION AND PUT OPTION AGREEMENT

This Joinder to the Registration Rights, Coordination and Put Option Agreement (this “Joinder”) is made and entered into as of February 17, 2022, by each of the undersigned, being a member of RMG Sponsor II, LLC (each, a “Holder”, and collectively the “Holders”). Reference is made to that certain Registration Rights, Coordination and Put Option Agreement, dated as of August 23, 2021 (the “RRCPA”), by and among RMG Sponsor II, LLC, a Delaware limited liability company (“RMG Sponsor”); ReNew Energy Global plc, a public limited company incorporated in England and Wales with registered number 13220321, (the “Company”); ReNew Power Private Limited, a company with limited liability incorporated under the laws of India; GS Wyvern Holdings Limited, a company organized under the laws of Mauritius; Canada Pension Plan Investment Board, a Canadian crown corporation organized and validly existing under the Canada Pension Plan Investment Board Act, 1997, c.40; Platinum Hawk C 2019 RSC Limited, in its capacity as trustee of Platinum Cactus A 2019 Trust, a trust established under the laws of Abu Dhabi Global Market by deed of settlement dated 28 March 2019 between the Abu Dhabi Investment Authority and Platinum Hawk C 2019 RSC Limited; GEF SACEF India, a private company limited by shares incorporated under the laws of Mauritius; JERA Power RN B.V., a company organized under the laws of the Netherlands; Mr. Sumant Sinha; Cognisa Investment, a partnership firm established under the laws of India; and Wisemore Advisory Private Limited, a company incorporated under the provisions of the Companies Act of India, 2013. Pursuant to the RRCPA, RMG Sponsor agreed to be legally bound by certain lock-up provisions on the Transfer of its Lock-Up Securities, consisting of Class A ordinary shares of the Company, nominal value US$0.0001 per share. The Holder is sometimes referred to herein as a “Party”. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the RRCPA.

WHEREAS, pursuant to Section 7.02(a) of the RRCPA, RMG Sponsor is permitted to transfer its Lock-Up Securities to its members upon its liquidation, provided, however, that any such transfer is conditioned upon entry by such transferee(s) into a written agreement agreeing to be bound by the restrictions set forth in the RRCPA.

WHEREAS, RMG Sponsor was dissolved and its assets were liquidated (the “RMG Sponsor Liquidation”) on February 17, 2022. Upon the occurrence of the RMG Sponsor Liquidation, RMG Sponsor distributed to the Holders certain Lock-Up Securities held by RMG Sponsor, pursuant to Section 4.2 of the amended and restated limited liability company operating agreement of RMG Sponsor, as amended, dated as of December 9, 2020 (the “LLC Agreement”), as set out in Exhibit A hereto.

WHEREAS, each Holder desires to become a party to the RRCPA (on the terms set forth herein) by executing a copy of this Joinder.

NOW, THEREFORE, in consideration of the premises set forth above, and intending to be legally bound hereby, each Holder hereby agrees as follows:

 

1.

Joinder. Each Holder hereby agrees to abide by the terms and conditions of the RRCPA to the extent that they apply to RMG Sponsor as though the Holder was a party thereto and agrees to perform all of the duties and obligations of RMG Sponsor thereunder, in each case to the extent the same applies to the Lock-Up Securities received by the Holder pursuant to the distribution from RMG Sponsor.

 

2.

Full Force and Effect. Notwithstanding the terms of this Joinder, all of the terms, covenants, agreements, conditions and other provisions of the RRCPA shall remain in full force and effect in accordance with their respective terms.

 

3.

Representations and Warranties. Each Holder hereby represents and warrants that it has full power and authority to enter into this Joinder and that this Joinder and the RRCPA constitutes the legal, valid and binding obligation of each such Holder, enforceable in accordance with its terms and the terms of the RRCPA.

 

4.

RMG Sponsor Liquidation. At the applicable time of the RMG Sponsor Liquidation each Holder hereby represents and warrants that it had good and valid, legal and beneficial title to its interests in RMG Sponsor and as of the date of this Joinder, each Holder has good and valid, legal and beneficial title to the Lock-up Securities as specified against each Holder’s name in Exhibit A.


5.

The Company hereby accepts each Holder as a party to the RRCPA as if each Holder were RMG Sponsor under the RRCPA, and agrees that it will treat each Holder as if it were RMG Sponsor under the RRCPA.

 

6.

Notices. All notices, demands or other communications to each Holder shall be directed to the address set forth next to each Holder’s name on the signature page hereto

 

7.

Governing Law. This Joinder shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the applicable of laws of another jurisdiction.

[Remainder of Page Intentionally Left Blank]

 

6


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:
Name of Holder:  

Christina Alfandary

By:

 

/s/ Christina Alfandary

Address:

 

6933 Golden Bear Loop West

 

Park City UT 84098

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:
Name of Holder:  

Jeffrey Bornstein

By:

 

/s/ Jeffrey Bornstein

Address:

 

121 High Ridge Ave

 

Ridgefield, Ct 06877

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:
Name of Holder:  

Bourne Children’s Investment Trust

By:

 

/s/ Mary E. W. Bourne

Address:

 

2100 Sherwood Ave.

 

Charlotte, NC 28207

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:  
Name of Holder:  

Mary E. W. Bourne

By:  

/s/ Mary E. W. Bourne

Address:   2100 Sherwood Ave.
  Charlotte, NC 28207

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:  
Name of Holder:  

Raymond F. Bourne

By:  

/s/ Raymond F. Bourne

Address:   2100 Sherwood Ave.
  Charlotte, NC 28207

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:

 
Name of Holder:  

Craig W. Broderick

By:  

/s/ Craig W. Broderick

Address:   5 Perkins Rd
  Greenwich CT
  06830

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:  
Name of Holder:  

Steven Buffone

By:  

/s/ Steven Buffone

Address:   550 S. Ocean Blvd., Apt. 407
  Boca Raton, FL 33432

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:  
Name of Holder:  

Jane Chwick

By:  

/s/ Jane Chwick

Address:   64 Westerleigh Rd, Purchase, NY 10577

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:  
Name of Holder:  

Randel A. Falco

By:  

/s/ Randel A. Falco

Address:   230 Guard Hill Rd
  Bedford Corners, NY. 10549.

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:  
Name of Holder:  

Forst GST LLC

By:  

/s/ Edward C. Forst

  Edward C. Forst
Address:   3455 N. Savannah Place
  Vero Beach, Florida 32963
Email:   ed@forstfamily.com

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:
Name of Holder:  

Edward C. Forst

By:

 

/s/ Edward C. Forst

Address:

 

3455 N. Savannah Place

 

Vero Beach, Florida 32963

Email:

 

ed@forstfamily.com

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:
Name of Holder:  

Steven J. Gilbert

By:

 

/s/ Steven J. Gilbert

Address:

 

1209 Lake House D

 

No. Palm Beach

 

FL 33408

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:
Name of Holder:  

W. Grant Gregory

By:

 

/s/ W. Grant Gregory

Address:

 

c/o W. Grant Gregory

 

120 Long Ridge Road

 

Stamford, CT 06902

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:
Name of Holder:  

The Gregory 1997 Children’s Trust

FBO Kristin J. Gregory

By:

 

/s/ W. Grant Gregory

 

W. Grant Gregory

Address:

 

c/o W. Grant Gregory

 

120 Long Ridge Road

 

Stamford, CT 06902

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:
Name of Holder:  

The Gregory 1997 Children’s Trust

FBO Morgan L. Gregory

By:

 

/s/ W. Grant Gregory

 

W. Grant Gregory

Address:

 

c/o W. Grant Gregory

 

120 Long Ridge Road

 

Stamford, CT 06902

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:  
Name of Holder:  

HG Ventures LLC

By:  

/s/ Jonathan R. Schalliol

  Jonathan R. Schalliol
Address:   6320 Intech Way
  Indianapolis, IN 46278

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:  
Name of Holder:  

Philip Kassin

By:  

/s/ Philip Kassin

Address:  

5775 Collins Avenue

Suite 403

  Miami Beach, FL 33140

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:  
Name of Holder:  

Robert S. Mancini

By:  

/s/ Robert S. Mancini

Address:  

59 Madison Ave

Madison, CT 06443

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:  
Name of Holder:  

W. Thaddeus Miller

By:  

/s/ W. Thaddeus Miller

Address:  

777 Preston St

Apt 41M

  Houston, TX 77002

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:  
Name of Holder:  

Catherine D. Rice 2002 Trust

By:  

/s/ Catherine Rice

  Catherine Rice
Address:   katy@katyrice.com

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:
Name of Holder:  

Riverside Management Group LLC

By:

 

/s/ Jim Carpenter

 

Jim Carpenter

Address:

 

Riverside Management Group

 

55 Post Road West

 

Westport, CT 06880

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:
Name of Holder:  

Sean and Mark LLC

By:

 

/s/ Craig Broderick

Address:

 

5 Perkins Rd

 

Greenwich CT

 

06830

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:
Name of Holder:  

Wesley Sima

By:

 

/s/ Wesley Sima

Address:

 

1 South 1st Street, 22E

 

Brooklyn, NY 11249

 

wsima@rmginvestments.com

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:
Name of Holder:  

Andrew Smith

By:

 

/s/ Andrew Smith

Address:

 

89 Old Farm Road

 

Centerville, MA 02632

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:
Name of Holder:  

J. Eric Smith

By:

 

/s/ J. Eric Smith

Address:

 

180 E Pearson

 

#3504

 

Chicago, IL 60611

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:  
Name of Holder:  

Trae Stephens

By:  

/s/ Trae Stephens

Address:   2980 California Street
  San Francisco, CA 94115

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.

 

Holder:  
Name of Holder:  

Eddy Zervigon

By:  

/s/ Eddy Zervigon

Address:   100 Bliss Road, Mendham, NJ 07945

[Signature Page to Joinder Agreement]


IN WITNESS WHEREOF, the Company has accepted this Joinder as of the date hereto.

 

RENEW ENERGY GLOBAL PLC
  /s/ Samir Rai
By:   Samir Rai
  Company Secretary

[Signature Page to Joinder Agreement]


Exhibit A

 

Name of shareholder

   Company Class A Ordinary Shares Owned  

Christina Alfandary

     30,000  

Jeff Bornstein

     40,000  

Bourne Childrens Investment Trust

     11,429  

Mary E. Bourne

     22,857  

Raymond F. Bourne

     45,714  

Craig Broderick

     110,000  

Steven Buffone

     130,000  

Jane Chwick

     55,000  

Randel A. Falco

     55,000  

Forst GST, LLC

     99,750  

Ed Forst

     110,250  

Steven J. Gilbert

     30,000  

W. Grant Gregory

     250,000  

The Gregory 1997 Children’s Trust FBO Kristin J. Gregory

     125,000  

The Gregory 1997 Children’s Trust FBO Morgan L. Gregory

     125,000  

HG Ventures LLC

     200,000  

Philip Kassin

     2,108,988  

Robert S. Mancini

     2,108,987  

Thad Miller

     272,800  

Catherine D. Rice 2002 Trust

     160,000  

Riverside Management Group LLC

     2,108,987  

Sean and Mark LLC

     110,000  

Wesley Sima

     135,000  

Andrew Smith

     65,238  

John Eric Smith

     40,000  

Trae Stephens

     55,000  

Eddy Zervigon

     20,000