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 25, 2024
 
ACM Research, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
001-38273
94-3290283
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

42307 Osgood Road, Suite I


Fremont, California

94539
(Address of Principal Executive Offices)

(Zip Code)
 
Registrant’s telephone number, including area code: (510) 445-3700
 
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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class

Trading symbol

Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share

ACMR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934: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 25, 2024, we issued a press release entitled “ACM Research’s Operating Subsidiary ACM Research (Shanghai) Announces Proposed Private Offering of Ordinary Shares.” The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
Exhibit

Description

Press Release of ACM Research, Inc. dated January 25, 2024
104

Cover Page Interactive Data File (embedded within the XBRL document)

2

SIGNATURE
 
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.
 

ACM RESEARCH, INC.






By:
/s/ Mark McKechnie



Mark McKechnie



Chief Financial Officer and Treasurer





Dated: January 25, 2024





3


Exhibit 99.1


ACM Research’s Operating Subsidiary ACM Research (Shanghai) Announces
Proposed Private Offering of Ordinary Shares

FREMONT, Calif., Jan. 25, 2024 (GlobeNewswire) – ACM Research, Inc. (“ACM”) (NASDAQ: ACMR), a leading supplier of wafer processing solutions for semiconductor and advanced wafer-level packaging applications, today announced that its operating subsidiary, ACM Research (Shanghai), Inc. (“ACM Shanghai”), intends to offer ordinary shares, subject to market conditions and other factors, in a private offering to qualified buyers, in compliance with the requirements of the China Securities Regulatory Commission (the “Private Offering”).
 
The gross proceeds of the proposed Private Offering of up to RMB 4.5B ($625 million) are intended to be used for research and development, capital expenditures and working capital. The proposed Private Offering is subject to the approval of ACM Shanghai’s shareholders, the review process by the Shanghai Stock Exchange, and the registration process by the China Securities Regulatory Commission.
 
The proposed Private Offering is for up to 43.6 million ordinary shares, or up to 10% of ACM Shanghai’s share capital prior to the Private Offering. ACM estimates its equity interest in ACM Shanghai would decline to approximately 74.6% from its current equity interest of 82.1% if the full number of shares are sold in the proposed Private Offering.
 
About ACM Research, Inc.
 
ACM develops, manufactures and sells semiconductor process equipment for single-wafer or batch wet cleaning, electroplating, stress-free polishing and thermal processes that are critical to advanced semiconductor device manufacturing, as well as wafer-level packaging. ACM is committed to delivering customized, high performance, cost-effective process solutions that semiconductor manufacturers can use in numerous manufacturing steps to improve productivity and product yield.  For more information, visit www.acmrcsh.com.
 
Forward-Looking Statements
 
Certain statements contained in this press release are not historical facts and may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “plans,” “expects,” “believes,” “anticipates,” “designed,” and similar words are intended to identify forward-looking statements. Forward-looking statements are based on ACM management’s current expectations and beliefs, and involve a number of risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from those stated or implied by the forward-looking statements. A description of certain of these risks, uncertainties and other matters can be found in filings ACM makes with the U.S. Securities and Exchange Commission, all of which are available at www.sec.gov. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by ACM. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. ACM undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect any change in its expectations with regard to these forward-looking statements or the occurrence of unanticipated events.
 
© ACM Research, Inc. The ACM Research logo is trademark of ACM Research, Inc. For convenience, this trademark appears in this press release without a ™ symbol, but that practice does not mean that ACM will not assert, to the fullest extent under applicable law, its rights to such trademark.
 

For investor and media inquiries, please contact:
 
 
In the United States:
The Blueshirt Group
   
Steven Pelayo
   
+1 (360) 808-5154
   
steven@blueshirtgroup.co
     
 
In China:
The Blueshirt Group Asia
   
Gary Dvorchak, CFA
   
gary@blueshirtgroup.com



v3.23.4
Document and Entity Information
Jan. 25, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jan. 25, 2024
Entity File Number 001-38273
Entity Registrant Name ACM Research, Inc.
Entity Central Index Key 0001680062
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 94-3290283
Entity Address, Address Line One 42307 Osgood Road
Entity Address, Address Line Two Suite I
Entity Address, City or Town Fremont
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94539
City Area Code 510
Local Phone Number 445-3700
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share
Trading Symbol ACMR
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false

ACM Research (NASDAQ:ACMR)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more ACM Research Charts.
ACM Research (NASDAQ:ACMR)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more ACM Research Charts.