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United States securities and exchange commission logo
October 26, 2022
Mark McKechnie
Chief Financial Officer, Executive Vice President and Treasurer
ACM Research, Inc.
42307 Osgood Road, Suite I
Fremont, California 94539
Re: ACM Research, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
Form 10-Q for
Fiscal Quarters Ended June 30, 2022
File No. 001-38273
Dear Mark McKechnie:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Item 1A. Risk Factors, page 19
1. We note your response
to comment 1 and your disclosure on page 64 of the Form 10-Q
for the fiscal quarters
ended June 30, 2022. Please revise to specifically state that your
securities may decline
in value or become worthless.
2. We note your response
to comment 3. Since your new disclosure does not specifically
address Cyberspace
Administration of China (CAC), we are reissuing our prior comment
3. Please note even if
you believe you or your subsidiaries are not subject to CAC
oversight, you still
must provide disclosure addressing how oversight may impact your
business if you or your
subsidiaries become subject to CAC oversight.
Liquidity and Capital Resources, page 76
3. We note your response
to comment 12. However, you have not revised your disclosure to
Mark McKechnie
FirstName LastNameMark McKechnie
ACM Research, Inc.
Comapany
October 26,NameACM
2022 Research, Inc.
October
Page 2 26, 2022 Page 2
FirstName LastName
clarify your statement or to discuss the relationship between the PRC
government, you,
and all of your subsidiaries. Your current disclosure, specifically,
"our anticipated cash
needs for the next twelve months do not require receipt of any PRC
government
subsidies," implies that you will receive government subsidies if you
deem them
necessary. Please revise accordingly.
4. We note your response to comment 15, however it does not appear that
the liquidity
discussion has been expanded to explain and analyze material changes
from period-to-
period in one or more cash flow statement line items. As such, we are
reissuing our prior
comment 15.
5. You note your working capital total only shows certain assets and
ignores current
liabilities. Please revise how you characterize the total amount.
General
6. Please amend your Form 10-K for the Fiscal Year Ended December 31,
2021 for all
comments issued in this letter and our letter dated July 12, 2022.
7. We note your response to comment 29 and your new disclosure below the
table of
contents. However, you did not disclose certain aspects of our comment
in the forefront
of your filing. Specifically, address the following at the forefront
of your filing:
Disclose that risk associated with having substantial portion of
your operations in the
PRC could cause the value of your securities to both decline and
become worthless.
Disclose that your auditor is subject to the determinations
announced by the PCAOB
on December 16, 2021.
Provide a discussion of the rules adopted by the SEC relating to
the Holding Foreign
Companies Accountable Act (HFCAA) and how the related regulations
will affect
your company.
Your disclosure should state prominently that you have been added
to the list of
issuers identified under the HFCAA.
Disclose all the risks and consequences of being added to the list
including that the
value of your securities may significantly decline or become
worthless, and that your
securities may eventually be delisted.
This information needs to be discussed in the forefront of the filing.
Provide a specific
cross-reference to a longer risk factor discussion of the impacts of
the HFCAA and
Accelerating HFCAA.
8. We note your response to comment 31 and new disclosure in notes to the
consolidated
financial statements and MD&A. However, the information disclosed in
the notes to the
consolidated financial statements did not address all aspects of our
comment. For
example, when discussing prior cash transfers, amounts were not
quantified. A clear
overview describing how cash is transferred through your organization
should also be
provided. Furthermore, this information should be disclosed at the
forefront of your filing
and at the forefront of your liquidity sections in the MD&A, not just
in the notes to the
Mark McKechnie
ACM Research, Inc.
October 26, 2022
Page 3
consolidated financial statements. As such, we are reissuing prior
comment 31.
9. We note your response to comment 34 and new disclosure on page two of
your Form 10-
Q for the fiscal quarters ended June 30, 2022. However, your
disclosure did not address
Chinese authorities permissions or approvals required to operate your
business. Revise
accordingly. Also, since you disclose permissions are not required,
disclose the
consequences of inadvertently concluding permissions or approvals are
not required.
Provide an explanation of how you determined no permissions or
approvals are required.
10. We note your response to our comment 35 and new disclosure on page 40
of your Form
10-Q for the fiscal quarters ended June 30, 2022. Please enhance your
disclosure to
discuss all the risks and consequences of being added to the HFCAA
list including that the
value of your securities may significantly decline or become
worthless, and that your
securities may eventually be delisted. Disclose the impact of both the
HFCAA and
Accelerating HFCAA on your company. This disclosure should be moved to
the forefront
of your MD&A.
Form 10-Q for the Fiscal Quarters Ended June 30, 2022
Notes to Consolidated Financial Statements
Note 6 - Property Plant and Equipment, Net, page 21
11. We note your response to comment 36. In this regard, tell us when you
believe title will
be transferred, we note it has been over eight months since you took
possession of the
property. Also, given that you do not hold title to the property tell
us why you believe you
have the risks and rewards of ownership. For example, can you sell the
property without
possessing the title?
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Inessa Kessman, Senior Staff Accountan,t at
202-551-3371 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have any questions.
FirstName LastNameMark McKechnie Sincerely,
Comapany NameACM Research, Inc.
Division of
Corporation Finance
October 26, 2022 Page 3 Office of
Technology
FirstName LastName