Amendment: SEC Form SC 13D/A filed by ACM Research Inc.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)

(Amendment No. 3)*

ACM Research, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00108J109

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 25, 2024

(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 ☒.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)
(Page 1 of 6 Pages)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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

SCHEDULE 13D

This Amendment No. 3 (this “Amendment”) to Schedule 13D amends the Schedule 13D, as amended by Amendment No. 1 and Amendment No. 2 thereto (the “Schedule 13D”), filed by Shanghai Science and Technology Venture Capital (Group) Co., Ltd. (“SHSTVC”) and Shanghai Pudong Innotek Capital Co., Ltd. (“PDICC” and, together with SHSTVC, the “Reporting Persons”), with respect to the Class A common stock of ACM Research, Inc. Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the Schedule 13D.

Item 2(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:

This Statement is filed by Shanghai Science and Technology Venture Capital (Group) Co., Ltd. (“SHSTVC”), a limited liability company established under the laws of the People’s Republic of China (“PRC”), and Shanghai Pudong Innotek Capital Co., Ltd. (sometimes referred to as Shanghai Pudong Science and Technology Investment Group Co., Ltd.), a limited liability company established under the laws of the PRC (“PDICC” or “PDSTVC”), as a joint statement pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Schedule A hereto sets forth information regarding persons referred in Instruction C to Schedule 13D (with respect to each Reporting Person, its “Related Persons”).

Item 4 of the Schedule 13D is hereby amended by adding the following:

In accordance with the administrative order applicable to SHSTVC, SHSTVC transferred all of its equity interest in PDICC to a third party. In connection with such transfer, on October 25, 2024, SHSTVC and PDICC terminated the Coordination Agreement.

Items 5(a), (b), (c) and (e) of the Schedule 13D are hereby amended and restated in their entirety as follows:

(c) Except as set forth in Exhibit 2 to the Schedule 13D (previously filed with Amendment No. 2 to the Schedule 13D), no Reporting Person has effected any transactions in the Common Stock during the past 60 days.

(e) As of October 25, 2024 (New York City time), SHSTVC and PDICC terminated the Coordination Agreement and, accordingly, are no longer members of a “group” for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended. As a result, SHSTVC will cease to be a Reporting Person immediately following the filing of this Amendment to the Schedule 13D.

Item 6 of the Schedule 13D is hereby amended by adding the following:

On October 25, 2024 (New York City time), SHSTVC and PDICC terminated the Coordination Agreement.

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: October 29, 2024