UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to 13 OR 15(D)
of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 1, 2012

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  

 EXPLANATORY NOTE

ACL Semiconductors Inc. (the “Company”) is filing this amendment to its Current Report on Form 8-K filed September 28, 2012 solely for the purpose of amending the information included in the second paragraph of Item 1.01 of such Form 8-K: the purchase price to be paid by ACL Holdings for the Shares was incorrectly reflected as “approximately US$1,846,797.89 (HK$14,405,023.55) in the aggregate” and should be “approximately $2.2 million.”

On October 1, 2012, the Company issued a press release with the correct purchase price, which is attached hereto as Exhibit 99.1.

Item 9.01.   Financial Statements and Exhibits.

The following exhibits are filed with this Form 8-K.

Exhibits

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 hereunto duly authorized.