UCTT Ultra Clean Holdings Inc

                            FORM 12b-25

SEC File Number

000-50646

                             NOTIFICATION OF LATE FILING

CUSIP Number

90385V107

(Check One):

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Form 10-K

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Form 20-F

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Form 11-K

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Form 10-Q

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Form 10-D

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Form N-CEN

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Form N-CSR

For Period Ended:

 December 29, 2023

☐

Transition Report on Form 10-K

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Transition Report on Form 20-F

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Transition Report on Form 11-K

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Transition Report on Form 10-Q

  For the Transition Period ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Ultra Clean Holdings, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

26462 Corporate Avenue

Address of Principal Executive Office (Street and number)

Hayward, California 94545

City, State and Zip Code

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(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

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(b)

The subject annual report, semi-annual report, transition report on Form10-K, Form20-F, Form11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

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(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

(1)

Name and telephone number of person to contact in regard to this notification

Paul Cho

General Counsel and Corporate Secretary

510

576-4705

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such reports been filed? If answer is no, identify report(s).

☒ Yes ☐ No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Ultra Clean Holdings, Inc.

Date:

February 27, 2024

By:

/s/ Paul Cho

Name: Paul Cho

Title: General Counsel and Corporate Secretary