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): May 26, 2020

ACM Research, Inc.

(Exact Name of Registrant as Specified in its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.

Item 7.01.

Regulation FD Disclosure.

A copy of the preliminary information document, or PID, filed by ACM Shanghai on May 26, 2020 in connection with the STAR Listing and the STAR IPO, each as defined under “STAR Listing and STAR IPO—Background” in Item 8.01 of this report, is furnished as Exhibit 99.01 to this report.

Item 8.01.

Other Information.

STAR Listing and STAR IPO

Background

In June 2019, we announced our intention to complete:

We believe the listing of ACM Shanghai shares on the STAR Market will help us scale our business in mainland PRC, as we continue to seek to broaden our markets in Europe, Japan, Korea, Taiwan and the United States. Our global headquarters will continue to be located in Fremont, California, and we are committed to maintaining the listing of Class A common stock of ACM Research on the Nasdaq Global Market, or Nasdaq.

Certain STAR Listing Requirements

To meet a STAR Listing requirement that it have multiple independent stockholders in the PRC, ACM Shanghai completed private placements of its shares in June and November 2019, following which, as of May 31, 2020, the private placement investors held a total of 8.3% of the outstanding shares of ACM Shanghai and ACM Research held the remaining 91.7%.

The board of directors of ACM Shanghai consists of nine members, seven of whom are nominated by ACM Research and two of whom are nominated by two of the private placement investors. The directors nominated by ACM Research include two individuals who also are members of the board of directors of ACM Research: Haiping Dun and David H. Wang, who also is the Chief Executive Officer and President of ACM Research.

Consistent with STAR Listing requirements and applicable law, ACM Shanghai has adopted a dividend distribution policy, which generally contemplates that it will pay dividends, typically annually, based on its then-existing situation by fully considering and accepting the opinions of shareholders (especially small and medium shareholders), independent directors and supervisors through a variety of channels. In the absence of a “major” project, if ACM Shanghai is profitable and has met statutory reserve, surplus reserve and similar legal requirements with respect to a year, the annual cash dividend amount will be at least ten percent of any profits for that year, but any profit distribution established by the ACM Shanghai board will be subject to shareholder approval. We expect ACM Shanghai will not pay dividends under this policy for the foreseeable future, because the execution of its business strategy and growth plans each year will involve a “major” project, which generally is defined to be a project for which ACM Shanghai’s cumulative expenditures for proposed capital investments, asset acquisitions, research and development, and other items during that year will exceed five percent of its net assets.

Certain Proposed STAR IPO Terms

ACM Shanghai currently proposes to offer up to ten percent of its shares in the STAR IPO. The net proceeds of the STAR IPO would be used to fund:

ACM Research Undertaking Agreements

In connection with ACM Shanghai’s submission of the PID on May 26, 2020 with respect to the STAR IPO, ACM Research, as the controlling shareholder of ACM Shanghai, was required to enter into a series of agreements with the STAR Market, which became effective upon submission and are described below:

David H. Wang Undertaking Agreements

In connection with ACM Shanghai’s submission with respect to the STAR IPO, David H. Wang, as our Chief Executive Officer, President and Chair of the Board and a significant stockholder of ACM Research, was required to enter into a series of agreements with the STAR Market in his individual capacity. As of the date of the submission, Dr. Wang beneficially owned approximately 15% of the outstanding shares of ACM Research Class A common stock (including shares issuable upon conversion of Class B common stock) and approximately 55% of the total voting power of ACM Research common stock. He did not beneficially own any ACM Shanghai shares as of that date.

In addition to his commitments made under four of the agreements described above, Dr. Wang agreed that:

Risk Factors

BDO China Shu Lun Pan Certified Public Accountants LLP, our independent registered public accounting firm, is not inspected by the Public Company Accounting Oversight Board, or PCAOB. See “Item 1A. Risk Factors—Risks Related to Our Business and Our Industry—Our auditor, as a registered public accounting firm operating in the PRC, is not permitted to be inspected by the Public Company Accounting Oversight Board, and consequently investors may be deprived of the benefits of such inspections” in the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 that we filed with the SEC on March 24, 2020.

On April 21, 2020, the SEC and the PCAOB issued a joint statement highlighting the significant disclosure, financial reporting and other risks associated with emerging market investments, including the PCAOB’s continued inability to inspect audit work papers of auditors in the PRC. This statement is the latest in a series of recent proposed actions:

It remains unclear what further actions the SEC and the PCAOB will take to address these issues and what impact those actions will have on companies who have significant operations in the PRC and who have securities listed on a U.S. stock exchange.

Item 9.01.

Financial Statements and Exhibits.

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.

Dated: June 1, 2020

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