6-K - RNW - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR15d-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 ofExhibit
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.

RENEW ENERGY GLOBAL PLC
By	/s/ D. Muthukumaran
	Name:	D. Muthukumaran
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Execution Version

JOINDERTO 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 (“RMGSponsor”); 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<br>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<br>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,<br>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<br>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<br>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<br>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<br>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<br>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<br>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]

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