Amendment: SEC Form SC 13D/A filed by Shimmick Corporation

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 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).

Explanatory Note

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the initial statement on Schedule 13D originally filed with the SEC by the Reporting Person on May 24, 2024 (the “Original Schedule 13D,” and as amended by Amendment No. 1, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated to read as follows:

The information set forth in Item 4 of the Schedule 13D is hereby incorporated by reference into this Item 3.

On May 20, 2024, the Reporting Person entered into the Share Issuance Agreement, pursuant to which the Issuer agreed to issue an aggregate of 7,745,000 shares of Common Stock to the Reporting Person (the “Shares”) in exchange for AECOM granting releases to the Issuer in connection with resolving certain litigation matters between the Reporting Person and the Issuer pursuant to a settlement and release agreement. The Initial Shares were issued to the Reporting Person on May 20, 2024. Issuance of the Additional Shares was subject to approval of the Issuer’s stockholders, pursuant to Nasdaq listing requirements. At a special meeting of stockholders held on June 26, 2024, the Issuer’s stockholders approved the issuance of the Additional Shares, and the Additional Shares were issued as follows: (i) 1,563,429 Additional Shares were issued to the Reporting Person on June 26, 2024 and (ii) 1,036,949 Additional Shares were issued for the benefit of the Reporting Person into escrow pursuant to the Escrow Agreement (described under Item 6).

Item 5. Interest in Securities of the Issuer.

Item 5(c) of the Schedule 13D is hereby amended and restated to read as follows:

(c) The information set forth in Item 3 is hereby incorporated by reference into this Item 5(c).

Item 5(d) of the Schedule 13D is hereby amended and restated to read as follows:

(d)  The information set forth in Item 6 is hereby incorporated by reference into this Item 5(d).

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

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

Escrow Services Agreement

Under the Escrow Agreement, the Issuer deposited 1,036,949 of the Additional Shares (the “Escrow Shares”) in an escrow account titled in the name of the Escrow Agent for the benefit of the Reporting Person to be held by the Escrow Agent. During such period that the Escrow Shares are held in escrow, the Reporting Person will not have the right to exercise any voting rights and other consensual rights with respect to such shares. The Escrow Agreement does not grant any other person or entity proxy to vote such Escrow Shares.

Subject to certain restrictions, all dividends payable in cash with respect to the Escrow Shares shall be paid to the Reporting Person, but all dividends payable in shares or other non-cash property shall be delivered to the Escrow Agent to hold in accordance with the terms of the Escrow Agreement. Under the Escrow Agreement, the Issuer agreed to cooperate with the Reporting Person to issue, within three business days after receipt of a request from the Reporting Person to, a written direction to the Escrow Agent to release an amount of requested Escrow Shares no greater than an amount that after giving effect to such disbursement of Escrow Shares would cause the Reporting Person’s ownership percentage to be greater than 19.99% of the then outstanding shares of the Issuer.

The foregoing description of the Escrow Agreement set forth in this Item 6 does not purport to be complete and is qualified in its entirety by reference to the full text of the Escrow Agreement, which has been filed as Exhibit 99.6 hereto and is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibit:

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.

Date:  June 26, 2024