SEC Form SC 13G/A filed by ACM Research Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1) *
ACM Research, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
00108J109
(CUSIP Number)
July 18, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
(Page 1 of 7 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 the disclosures provided in a prior cover page.
The information required in 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 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).
| CUSIP No. 00108J109 | 13G | Page 2 of 8 Pages |
Explanatory Note: The purposes of this Amendment No. 1 are (i) to clarify that the number of shares of Class A common stock of the issuer reported as being beneficially owned by the Reporting Person as of December 31, 2022 gives effect to the three-for-one stock split effected by the issuer in the form of a stock dividend in March 2022 and (ii) to correct the percentage of Class A common stock of the issuer beneficially owned by the Reporting Person as of December 31, 2017, December 31, 2020 and December 31, 2021.
| CUSIP No. | 00108J109 | 13G | Page 3 of 8 Pages |
| 1. |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Shanghai Science and Technology Venture Capital (Group) Co., Ltd. | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐ (b) ☒ | |
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 |
|
| 6. |
SHARED VOTING POWER
3,438,510 (1) |
||
|
7.
|
SOLE DISPOSITIVE POWER
0 |
||
|
8.
|
SHARED DISPOSITIVE POWER
3,438,510 (1) |
||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,438,510 (1) | ||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3% | ||
| 12. |
TYPE OF REPORTING PERSON*
OO | ||
_______________________________
(1) The number of shares of Class A common stock reported as being beneficially owned by the Reporting Person as of December 31, 2022 gives effect to a three-for-one stock split of the Class A common stock effected by the Issuer in March 2022 through a stock dividend.
| CUSIP No. | 00108J109 | 13G | Page 4 of 8 Pages |
| Item 1(a). | Name of Issuer: | |
ACM Research, Inc. | ||
| Item 1(b). | Address of Issuer's Principal Executive Offices: | |
42307 Osgood Road, Suite I, Fremont, CA 94539 | ||
| Item 2(a). | Name of Person Filing: | |
|
Shanghai Science and Technology Venture Capital (Group) Co., Ltd.
| ||
| Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
|
Floor 16-17, #118 Rongke Road, Pudong District, Shanghai, People’s Republic of China 201203
|
||
| Item 2(c). | Citizenship: | |
People’s Republic of China |
||
| Item 2(d). | Title of Class of Securities: | |
Class A Common Stock, par value $0.0001 per share | ||
| Item 2(e). | CUSIP Number: | |
00108J109 | ||
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: | |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act. |
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
(h) |
☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| CUSIP No. | 00108J109 | 13G | Page 5 of 8 Pages |
| (a) | [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| (b) | [_] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (c) | [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
On November 2, 2017 (the “Registration Date”), the Class A Common Stock, $0.0001 par value per share (the “Common Stock”), of ACM Research, Inc. (the “Issuer”) first became registered under the Securities Exchange Act of 1934, as amended. At such time, Shanghai Science and Technology Venture Capital Co., Ltd. (the “Reporting Persons”) beneficially owned over 5% of the outstanding shares of Common Stock, as they also did at December 31, 2017, 2018, 2019 and 2021. The Reporting Persons did not acquire beneficial ownership of any shares of Common Stock subsequent to the Registration Date and on or prior to December 31, 2022 (except pursuant to the March 2022 Dividend (as defined below), which was applicable to all outstanding shares of Common Stock), but sold shares of Common Stock in 2020 and 2021. Accordingly, this Schedule 13G discloses beneficial ownership as of December 31, 2017, 2020, 2021 and 2022. The number of shares of Common Stock reported as being beneficially owned by the Reporting Person as of December 31, 2022 gives effect to the three-for-one stock split of the Common Stock effected by the Issuer in March 2022 through a stock dividend (the “March 2022 Dividend”). The number of shares of Common Stock reported as being beneficially owned by the Reporting Person as of December 31, 2017, 2020 and 2021 have not been adjusted to reflect March 2022 Dividend. Prior to his resignation, Weiguo Shen, the former chairman of the Reporting Person, may have been deemed to beneficially own shares of Common Stock held by the Reporting Person.
As of December 31, 2017:
| (a) | Amount beneficially owned: 1,666,170 |
| (b) | Percent of class: 12.9%* |
| (c) | Number of shares as to which such person has: |
(i) Sole power to vote or to direct the vote: 1,666,170
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,666,170
(iv) Shared power to dispose or to direct the disposition of: 0
*Percentage of Common Stock beneficially owned by the Reporting Person as of December 31, 2017 reflects 12,935,546 shares of Common Stock outstanding, as set forth in the Issuer’s Annual Report on Form 10-K for the annual period then ended.
| CUSIP No. | 00108J109 | 13G | Page 6 of 8 Pages |
As of December 31, 2020:
| (a) | Amount beneficially owned: 1,506,170 |
| (b) | Percent of class: 8.9%* |
| (c) | Number of shares as to which such person has: |
(i) Sole power to vote or to direct the vote: 1,506,170
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,506,170
(iv) Shared power to dispose or to direct the disposition of: 0
*Percentage of Common Stock beneficially owned by the Reporting Person as of December 31, 2020 reflects 16,896,693 shares of Common Stock outstanding, as set forth in the Issuer’s Annual Report on Form 10-K for the annual period then ended.
As of December 31, 2021:
| (a) | Amount beneficially owned: 1,146,170 |
| (b) | Percent of class: 6.4% |
| (c) | Number of shares as to which such person has: |
(i) Sole power to vote or to direct the vote: 1,146,170
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,146,170
(iv) Shared power to dispose or to direct the disposition of: 0
*Percentage of Common Stock beneficially owned by the Reporting Person as of December 31, 2021 reflects 17,869,643 shares of Common Stock outstanding, as set forth in the Issuer’s Annual Report on Form 10-K for the annual period then ended.
As of December 31, 2022:
| (a) | Amount beneficially owned: 3,438,510 |
| (b) | Percent of class: 6.3%* |
| (c) | Number of shares as to which such person has: |
(i) Sole power to vote or to direct the vote: 3,438,510
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 3,438,510
(iv) Shared power to dispose or to direct the disposition of: 0
*Percentage of Common Stock beneficially owned by the Reporting Person as of December 31, 2022 reflects 54,655,286 shares of Common Stock outstanding, as set forth in the Issuer’s Annual Report on Form 10-K for the annual period then ended. The change in the number of shares beneficially owned by the Reporting Person from December 31, 2021 to December 31, 2022 resulted solely from the March 2022 Dividend.
| CUSIP No. | 00108J109 | 13G | Page 7 of 8 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following ☐.
| |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
|
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
| |
| N/A | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
| |
| N/A | |
| Item 8. | Identification and Classification of Members of the Group. |
|
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group.
| |
See Exhibit B attached. | |
| Item 9. | Notice of Dissolution of Group. |
|
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
| |
| N/A | |
| Item 10. | Certifications. |
| N/A | |
| CUSIP No. | 00108J109 | 13G | Page 8 of 8 Pages |
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: July 18, 2023
| SHANGHAI SCIENCE AND TECHNOLOGY VENTURE CAPITAL (GROUP) CO., LTD. | ||
| By: | /s/ Guangda Liu | |
| Name: | Guangda Liu | |
| Title: | Authorized Representative | |