As filed with the Securities and Exchange Commission on March 3, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACM RESEARCH, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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94-3290283
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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42307 Osgood Road, Suite I
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Fremont, California
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94539
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(Address of principal executive offices)
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(Zip code)
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2016 Omnibus Incentive Plan
(Full title of the plan)
David H. Wang
Chief Executive Officer and President
ACM Research, Inc.
42307 Osgood Road, Suite I
Fremont, California 94539
(510) 445-3700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Michael A. Hedge
Jason C. Dreibelbis
K&L Gates LLP
1 Park Plaza, Twelfth Floor
Irvine, California 92614
(949) 253-0900
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐ |
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Non-accelerated filer
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☐
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Smaller reporting company
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☐ |
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Emerging growth company
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☐ | ||
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 7(a)(2)(B) of the
Securities Act. ☐
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 relating to the 2016 Omnibus Incentive Plan of the registrant is being filed for the purpose of registering additional securities of the same class as other securities for
which a Registration Statement on Form S-8 has previously been filed and is effective. Pursuant to General Instruction E to Form S-8, except as otherwise set forth below, this Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-8, File No. 333-222702, filed by the registrant with the Securities and Exchange Commission on January 25, 2018.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Exhibit Number
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Description
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Restated Certificate of Incorporation of ACM Research, Inc. (incorporated herein by reference to Exhibit 3.01 to the Current Report on Form 8-K filed on November 14, 2017)
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Certificate of Amendment to Restated Certificate of Incorporation of ACM Research, Inc., dated July 13, 2021 (incorporated herein by reference to Exhibit 3.01 to the Current Report filed on July 13, 2021)
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Restated Bylaws of ACM Research, Inc. (incorporated herein by reference to Exhibit 3.02 to the Current Report on Form 8-K filed on November 14, 2017)
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Opinion of K&L Gates LLP
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Consent of Ernst & Young Hua Ming LLP
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Consent of Armanino LLP
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Consent of K&L Gates LLP (included in Exhibit 5.1)
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Power of Attorney (included on the signature page of this registration statement)
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ACM Research, Inc. 2016 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.01 to the Quarterly Report on Form 10-Q filed on December 8, 2017)
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Filing Fee Table
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, as of March 3, 2025.
| ACM RESEARCH, INC. | |
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/s/ Mark A. McKechnie
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Mark A. McKechnie
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Chief Financial Officer, Executive Vice President and Treasurer
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KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints David H. Wang and Mark A. McKechnie, or any of them, as his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration
statement for the same offering that is to be effective under Rule 462(b) of the Securities Act of 1933 to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal
securities laws.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ David H. Wang
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Chief Executive Officer, President and Chair of the Board of Directors
(Principal Executive Officer)
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March 3, 2025
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David H Wang
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/s/ Mark A. McKechnie
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Chief Financial Officer, Executive Vice President and Treasurer
(Principal Financial and Accounting Officer)
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March 3, 2025
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Mark A. McKechnie
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/s/ Haiping Dun
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Director
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March 3, 2025
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Haiping Dun
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/s/ Chenming Hu
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Director |
March 3, 2025
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Chenming Hu
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/s/ Tracy Liu
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Director
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March 3, 2025
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Tracy Liu
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EXHIBIT 5.1
K&L Gates LLP
1 Park Plaza, Twelfth Floor
Irvine, California 92614
March 3, 2025
ACM Research, Inc.
42307 Osgood Road, Suite I
Fremont, California 94539
Ladies and Gentlemen:
We have acted as counsel to ACM Research, Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Registration Statement on
Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 2,442,319 shares (the “Shares”) of the Company’s Class A common stock, $0.0001 par value per share, which are to be issued from time to time in connection with the
Company’s 2016 Omnibus Incentive Plan (the “Plan”).
This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
You have requested our opinion as to the matters set forth below in connection with the Registration Statement. For purposes of rendering that opinion, we have examined copies of the Plan, the
Registration Statement, the Company’s Restated Certificate of Incorporation (as amended to date) and Restated Bylaws, and the corporate actions of the Company that provide for the issuance of the Shares, and we have made such other investigation as
we have deemed appropriate. We also have examined and relied upon certificates of public officials and, in rendering our opinion, we have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those
assumptions.
Based upon and subject to the foregoing and the additional qualifications and other matters set forth below, we are of the opinion that the Shares have been duly and validly authorized and reserved
for issuance and that the Shares, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
The opinion expressed in this opinion letter is limited to the laws of the State of Delaware. The foregoing opinion is rendered as of the date of this letter. We assume no obligation to update or
supplement such opinion in order to reflect any changes of law or fact that may occur.
We are furnishing this opinion letter to you solely in connection with the Registration Statement. You may not rely on this opinion letter in any other connection, and it may not be furnished to or
relied upon by any other person for any purpose, without our specific prior written consent. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent we do not thereby admit that we are in
the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| Yours truly, | |
| /s/ K&L Gates LLP | |
| K&L Gates LLP |
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2016 Omnibus Incentive Plan of ACM Research, Inc. of our reports dated March 3, 2025, with respect to the
consolidated financial statements of ACM Research, Inc. and the effectiveness of internal control over financial reporting of ACM Research, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young Hua Ming LLP
Shanghai, the People’s Republic of China
March 3, 2025
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated March 1, 2023, relating to the consolidated financial statements of ACM Research, Inc. and
subsidiaries (the “Company”) appearing in its Annual Report on Form 10-K for the year ended December 31, 2024.
| ArmaninoLLP | |
| San Ramon, California | |
| March 3, 2025 |
EXHIBIT 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Share (2) | Proposed Maximum Aggregate Offering Price (2) | Fee Rate | Amount of Registration Fee | |||||||||||||||||
| | | | | $ | | $ | | | $ | | ||||||||||||||
| Total Offering Amounts | $ | $ | ||||||||||||||||||||||
| Total Fee Offsets | $ | | ||||||||||||||||||||||
| Net Fee Due | $ | |||||||||||||||||||||||
| (1) | Consists of additional shares available for issuance under the registrant’s 2016 Omnibus Incentive Plan as the result of an annual increase effective as of January 1, 2025. In accordance with Rule 416 under the Securities Act of 1933, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933 and based upon the average of the high and low prices of the registrant’s Class A common stock as
reported on The NASDAQ Global Market on February 25, 2025.
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