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): January 30, 2023
 
ACM Research, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
001-38273
94-3290283
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

42307 Osgood Road, Suite I
   
Fremont, California
 
94539
(Address of Principal Executive Offices)
 
(Zip Code)
 
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:
 

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:
 
Title of each class
 
Trading symbol
 
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share
 
ACMR
 
Nasdaq Global Market

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 2.02.
Results of Operations and Financial Condition.
 
On January 30, 2023, we issued a press release entitled “ACM Research’s Operating Subsidiary ACM Research (Shanghai) Provides Preliminary Financial Results for Fiscal Year 2022.” The full text of the press release is furnished as Exhibit 99.01 hereto and is incorporated herein by reference.

The information contained in this Item 2.02, 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.
 
(d)  Exhibits.
 
Exhibit
 
Description
     
 
Press Release of ACM Research, Inc. dated January 30, 2023
     
104
 
Cover Page Interactive Data File (embedded within the XBRL document)

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.
 
 
ACM RESEARCH, INC.
   
 
By:
/s/ Mark McKechnie
 
   
Mark McKechnie
   
Chief Financial Officer and Treasurer
Dated: January 30, 2023
   


3


Exhibit 99.01


ACM Research’s Operating Subsidiary ACM Research (Shanghai) Provides
Preliminary Financial Results for Fiscal Year 2022

FREMONT, Calif., Jan. 30, 2023 (GlobeNewswire) – ACM Research, Inc. (ACM) (NASDAQ: ACMR), a leading supplier of wafer processing solutions for semiconductor and advanced wafer-level packaging applications, today announced that its operating subsidiary ACM Research (Shanghai), Inc. (“ACM Shanghai”) posted preliminary unaudited financial results for the year ended December 31, 2022 on the Shanghai Stock Exchange website [link to China Disclosure].
 
ACM Shanghai Preliminary Results
 
ACM Shanghai’s preliminary revenue, net profit, and total shipments for 2022 are as follows. All figures are determined in accordance with the Accounting Standards for Business Enterprises under Chinese generally accepted accounting principles (“Chinese GAAP”).
 
Revenue for ACM Shanghai is expected to be in a range of RMB 2.70 billion to RMB 2.90 billion versus revenue of RMB 1.62 billion in 2021.
 
Net profit attributable to the shareholders of ACM Shanghai is expected to be in a range of RMB 600.0 million to RMB 720.0 million versus net profit of RMB 266.2 million in 2021. Net profit excluding certain non-operating items attributable to the shareholders of ACM Shanghai is expected to be in a range of RMB 620.0 million to RMB 740.0 million versus RMB 194.7 million in 2021.
 
Total shipments are expected to be in a range of RMB 3.88 billion to RMB 3.96 billion versus total shipments of RMB 2.41 billion in 2021.
 
Actual 2022 results of ACM Shanghai are subject to the completion of ACM Shanghai’s quarter end closing procedures.
 
ACM currently owns an 82.5% equity interest in ACM Shanghai, and a substantial majority of ACM’s consolidated revenue and net profit is contributed by ACM Shanghai. The stand-alone financial results of ACM Shanghai are reported 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.
 
Reporting Dates
 
ACM and its operating subsidiary ACM Shanghai both plan to release financial results for the fourth quarter and fiscal year 2022 on Friday, February 24, 2023. ACM plans to release its results before the U.S. market open, and ACM Shanghai plans to release its results after the market close in China.
 
ACM plans to conduct a corresponding conference call at 8:00 a.m. U.S. Eastern Time (9:00 p.m. China Time) to discuss the results. Details of the conference call will be released at a later date.
 
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, which are critical to advanced semiconductor device manufacturing and wafer-level packaging. ACM 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. For more information, visit www.acmrcsh.com.
 

Forward-Looking Statements
 
Information presented in this press release includes forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements. The preliminary financial results included in this press release are unaudited and remain subject to review and adjustment. Forward-looking statements are based on ACM management’s current expectations and beliefs, and involve a number of risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from those stated or implied by the forward-looking statements. Those risks and uncertainties include, but are not limited to, the following, any of which could be exacerbated even further by the continuing COVID-19 outbreak in China and globally: anticipated customer orders or identified market opportunities may not grow or develop as anticipated; customer orders already received may be postponed or canceled; ACM may be unable to obtain the qualification and acceptance of its delivered tools when anticipated or at all, which would delay or preclude ACM’s recognition of revenue from the sale of those tools; suppliers may not be able to meet ACM’s demands on a timely basis; ACM’s technologies and tools may not gain market acceptance; ACM may be unable to compete effectively by, among other things, enhancing its existing tools, adding additional production capacity and engaging additional major customers; ACM may incur significant expenses long before it can recognize revenue from new products, if at all, due to the costs and length of research, development, manufacturing and customer evaluation process cycles; volatile global economic, market, industry and other conditions could result in sharply lower demand for products containing semiconductors and for ACM’s products and in disruption of capital and credit markets; ACM’s failure to successfully manage its operations, including its inability to hire, train, integrate and manage additional qualified engineers for research and development activities; and trade regulations, including those recently published by the U.S. Department of Commerce imposing certain restrictions on equipment shipments and business practices with China-based semiconductor manufacturers, currency fluctuations, political instability and war, all of which may materially and adversely affect ACM due to its substantial non-U.S. customer and supplier base and its substantial non-U.S. manufacturing operations. A further description of these risks, uncertainties and other matters can be found in filings ACM makes with the U.S. Securities and Exchange Commission. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by ACM. ACM undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect any change in its expectations with regard to these forward-looking statements or the occurrence of unanticipated events.
 
© ACM Research, Inc. The ACM Research logo are trademarks of ACM Research, Inc. For convenience, these trademarks appear in this press release without ™ symbols, but that practice does not mean that ACM will not assert, to the fullest extent under applicable law, its rights to such trademarks.
 
For investor and media inquiries, please contact:

In the United States:
The Blueshirt Group
 
Yujia Zhai
 
+1 (860) 214-0809
 
yujia@blueshirtgroup.com
   
In China:
The Blueshirt Group Asia
 
Gary Dvorchak, CFA
 
gary@blueshirtgroup.com