UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 26, 2022
Alpha and Omega Semiconductor Limited
(Exact name of registrant as specified in its charter)
Bermuda
| | 001-34717
| | 77-0553536
|
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
(Address of principal registered offices)
(408) 830-9742
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Shares
| AOSL
| The Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On January 26, 2022, Chongqing Alpha and Omega Semiconductor Limited (“JV”) completed a financing transaction pursuant to a corporate investment agreement (the “Investment Agreement”) between the JV and certain third-party investors (the “New Investors”). Under the Investment Agreement, the New Investors purchased newly issued equity interest of JV, representing approximately 7.82% of post-transaction outstanding equity interests of the JV, for a total purchase price of RMB 509 million (or approximately USD 80 million based on the currency exchange rate as of January 26, 2022) (the “Investment”). Following the closing of the Investment and as of the date of this report, the percentage of outstanding JV equity interest beneficially owned by Alpha and Omega Semiconductor Limited (the “Company”) was reduced to 42.2%. Such reduction reflects (i) previous sale by the Company of approximately 2.1% of the outstanding JV equity interest announced on December 7, 2021, which resulted in the deconsolidation of the JV as disclosed in Current Report on Form 8-K filed on December 7, 2021, (ii) additional sale by the Company of approximately 1.1% of outstanding JV equity interest on or about December 27, 2021, and (iii) the recent adoption of an employee equity incentive plan by the JV on or about December 30, 2021.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 27, 2022
| | Alpha and Omega Semiconductor Limited |
| | | |
| | By: | /s/ Yifan Liang |
| | Name: | Yifan Liang |
| | Title: | Chief Financial Officer and Corporate Secretary |
