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): February 6, 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)) |
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| 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
| | The Nasdaq Stock Market LLC
|
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. ☐
On February 6, 2023, ACM Research (Shanghai), Inc. (“ACM Shanghai”), the operating subsidiary of ACM Research, Inc. (the “Company”), announced that its board of directors has approved a transaction in which ACM Shanghai will acquire approximately 20% of the outstanding shares of Ninebell Co., Ltd. (“Ninebell”) for a purchase price of approximately $16.7 million (the “Ninebell Share Purchase”). The Company also owns approximately 20% of the outstanding shares of Ninebell. The Ninebell Share Purchase will require the approval of the ACM Shanghai shareholders, other than the Company, which will not be permitted to vote its shares under applicable law due to its existing ownership interest in Ninebell.
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: February 6, 2023 | | |
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