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): September 8, 2021
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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,
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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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:
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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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 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 7.01 |
Regulation FD Disclosure.
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On September 8, 2021, we issued a press release titled “ACM Research’s Operating Subsidiary ACM Research (Shanghai) Updates Status of China IPO Process.” A copy of the
press release is furnished as Exhibit 99.01 to this report.
The information contained in this Item 7.01, including the exhibit furnished hereto, is intended to be furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934,
except as expressly set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
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Description
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Press Release of ACM Research, Inc. dated September 8, 2021
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104
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Cover Page Interactive Data File (embedded within the XBRL document)
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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.
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ACM RESEARCH, INC.
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By:
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/s/ Mark McKechnie
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Mark McKechnie
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Chief Financial Officer and Treasurer
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Dated: September 8, 2021
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Exhibit 99.01
ACM Research’s Operating Subsidiary ACM Research (Shanghai)
Updates Status of China IPO Process
FREMONT, California, September 8, 2021 (GlobeNewswire) – ACM Research, Inc. (“ACM”) (NASDAQ: ACMR), a leading supplier of wafer cleaning technologies for
advanced semiconductor devices, today provided an update on the status of the proposed initial public offering (“IPO”) and listing of shares of ACM’s operating subsidiary ACM Research (Shanghai), Inc. (“ACM Shanghai”) on the Shanghai Stock
Exchange's Sci-Tech innovAtion boaRd.
ACM Shanghai plans to begin preliminary in-person and videoconference meetings with qualified IPO investors in China on September 8, 2021. Further details
regarding the timing of the IPO are expected to be posted by the Shanghai Stock Exchange when available. ACM estimates that the IPO and listing process will be completed during the fourth quarter of 2021, but the completion and timing of the IPO
are subject to numerous factors that are outside of ACM Shanghai’s control.
In conjunction with the IPO process, the Shanghai Stock Exchange posted on its website certain financial results for ACM Shanghai for the six months ended June
30, 2021, and ACM Shanghai’s preliminary expectations for those financial results for the nine months ended September 30, 2021. ACM Shanghai’s financial results were determined in accordance with the Accounting Standards for Business Enterprises
under Chinese generally accepted accounting principles (“Chinese GAAP”) and consisted of the following:
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Revenue of ACM Shanghai under Chinese GAAP for the six months ended June 30, 2021 was RMB 625.3 million, as compared to RMB 355.6 million for the six months ended June 30, 2020.
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Net profit attributable to the shareholders of ACM Shanghai under Chinese GAAP for the six months ended June 30, 2021 was RMB 89.7 million, as compared to RMB 37.6 million for the six
months ended June 30, 2020.
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Revenue of ACM Shanghai under Chinese GAAP for the nine months ending September 30, 2021 is preliminarily estimated to be in the range of RMB 1,039.1 million to RMB 1,131.1 million, as
compared to RMB 608.0 million for the nine months ending September 30, 2020.
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Net profit attributable to the shareholders of ACM Shanghai under Chinese GAAP for the nine months ending September 30, 2021 is preliminarily estimated to be in the range of RMB 153.8
million to RMB 181.8 million, as compared to RMB 122.5 million for the nine months ending September 30, 2020.
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Following the end of the nine-month period ending September 30, 2021, ACM Shanghai will need to close its books for the period and its independent public
accounting firm will need to review ACM Shanghai’s operating results for the period. ACM Shanghai has provided ranges for the preliminary estimates described above because it will need to complete its financial closing procedures for the period
before actual results will be known and because other developments may arise prior to the time it finalizes its results for the period. ACM Shanghai’s actual results for revenue and net profit for the nine months ending September 30, 2021 may
differ materially from the ranges of preliminary estimates set forth above.
ACM currently owns a 91.7% equity interest in ACM Shanghai, and a substantial majority of ACM’s consolidated revenue and net income is contributed by ACM
Shanghai. The preliminary estimates of revenue and net profit set forth above with respect to the nine-month period ending September 30, 2012 reflect the stand-alone results of ACM Shanghai in RMB as prepared in accordance with Chinese GAAP, and
those results will differ, potentially materially, from ACM’s consolidated revenue and net profit for the period, which will reflect additional financial and operational items and will be prepared in U.S. dollars in accordance with U.S. generally
accepted accounting principles.
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. The company 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.
© ACM Research, Inc. The ACM Research logo is a 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 Research 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 |
| Ralph Fong | |
| +1 (415) 489-2195 | |
| ralph@blueshirtgroup.com | |
| In China: | The Blueshirt Group Asia |
| Gary Dvorchak, CFA | |
| +86 (138) 1079-1480 | |
| gary@blueshirtgroup.com |