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 5,
2019
ACM Research, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-38273
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94-3290283
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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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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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Registrant’s telephone number, including area code:
(510)
445-3700
Not Applicable
(Former Name or Former Address, If Changed Since Last
Report)
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:
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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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Class A Common Stock, par value $0.0001 per share
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ACMR
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Nasdaq Global Market
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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. ☑
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Item 1.01. Entry into a Material Definitive
Agreement.
On
September 5, 2019, our subsidiary ACM
Research (Shanghai), Inc., or ACM Shanghai, entered into a
Partnership Agreement, or the Partnership Agreement, among Infotech
National Emerging Industry Venture Investment Guidance Fund (LP),
Hefei Guozheng Asset Management Co, Ltd., Hefei Economic and
Technological Development Zone Industrial Investment Guidance Fund
Co., Ltd., ACM Shanghai, Hefei Tongyi Equity Investment Partnership
(LP) and Shenzen Waitan Technology Development Co., Ltd., as
limited partners, and Beijing Shixi Qingliu Investment Co., Ltd.,
as general partner and manager, which we refer to as BSQ
Investment, with respect to the formation of Hefei Shixi Chanheng
Integrated Circuit Industry Venture Capital Fund Partnership (LP),
a Chinese limited partnership based in Hefei, China, which we refer
to as the Partnership.
The
Partnership was formed for the purposes of engaging in equity
venture capital investments in strategic emerging and high-tech
industries with a focus on the semiconductor industry, including
integrated circuit companies engaged in design, materials,
equipment, components, maintenance, packaging and testing,
technical services, and technologies. ACM Shanghai’s
participation in the Partnership will, in addition to potentially
providing financial returns on its investment, broaden ACM
Shanghai’s access to startup-stage and
emerging/intermediate-stage companies in the Chinese semiconductor
industry. We believe that access to semiconductor-related companies
can support ACM Shanghai’s efforts to identify and capitalize
on advanced technology trends and to identify and assess
opportunities to acquire businesses, technologies and products that
will help us expand the breadth and features of our product
offerings.
In
connection with its investment activities, the Partnership may
provide venture capital investment consulting services as well as
entrepreneurial management services to venture companies. BSQ
Investment, as general partner and manager, is empowered to, among
other things, oversee the screening, determination, execution and
management of the Partnership’s investments in projects and
enterprises. In fulfilling its responsibilities, BSQ Investment
must establish an Investment Decision-Making Committee, as the
Partnership’s only investment decision-making body, to, among
other things, review and determine the Partnership’s external
investments and investment exits. The Investment Decision-Making
Committee will consist of seven members, of whom BSQ Investment is
to appoint three members, and four of the Partnership’s
limited partners (or their affiliates), including ACM Shanghai,
each appoint one member. The Partnership is required to invest more
than sixty percent of its total subscribed capital in innovative
enterprises in emerging industries (as such enterprises are defined
in the Partnership Agreement) in their start-up, early or
intermediate stages and to invest a majority of its total
subscribed capital in enterprises within the Hefei Economic and
Technological Development Zone. The Partnership may not invest more
than twenty percent of its total asset value in a single company or
group of affiliated companies.
Pursuant
to the Partnership Agreement, on September 30, 2019 ACM Shanghai
invested RMB 30,000,000 (approximately $4.2 million, based on the
conversion rate of RMB to U.S. dollars as of September 30, 2019 as
published by the State Administration of Foreign Exchange of the
People's Republic of China), which represented ten percent of the
Partnership’s total subscribed capital. Subject to future
amendment of the Partnership Agreement, the Partnership will have a
seven-year term and will make investments during the initial five
years before exiting from those investments during the last two
years of the Partnership’s term.
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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Vice President of
Finance
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Dated:
October 25, 2019