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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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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☐
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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 BDO China Shu Lun Pan Certified Public Accountants 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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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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Signature
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Title | Date | ||
/s/ David H. Wang
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Chief Executive Officer, President
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March 18, 2024
|
||
David H. Wang |
and Chair of the Board of Directors
(Principal Executive Officer)
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|||
/s/ Mark A. McKechnie |
Chief Financial Officer, Executive Vice President and Treasurer
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March 18, 2024
|
||
Mark A. McKechnie |
(Principal Financial and Accounting Officer)
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|||
/s/ Haiping Dun
|
Director |
March 18, 2024
|
||
Haiping Dun
|
||||
/s/ Chenming Hu
|
Director |
March 18, 2024
|
||
Chenming Hu
|
||||
/s/ Tracy Liu
|
Director |
March 18, 2024
|
||
Tracy Liu
|
||||
/s/ Xiao Xing
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Director |
March 18, 2024
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||
Xiao Xing
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Yours truly,
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/s/ K&L Gates LLP
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K&L Gates LLP
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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
|
||||||||||||||
Equity
|
Class A common stock, $0.0001 par value per share
|
Rules 457(c) and 457(h)
|
2,442,319
|
$
|
29.11
|
$
|
71,095,906.10
|
0.00014760
|
$
|
10,493.76
|
|||||||||||
Total Offering Amounts
|
$
|
71,095,906.10
|
$
|
10,493.76
|
|||||||||||||||||
Total Fee Offsets
|
$
|
0.00
|
|||||||||||||||||||
Net Fee Due
|
$
|
10,493.76
|
|||||||||||||||||||
(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, 2024. 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.
|
||||||||||||||||||||
(2)
|
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 March 13, 2024.
|