ACM Research, Inc. (ACMR)

FORM 10-Q/A | Amended Quarterly Report
Oct. 15, 2018 4:38 PM
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About: ACM Research, Inc. (ACMR)View as PDF
ACM Research, Inc. (Form: 10-Q/A, Received: 10/15/2018 16:43:57)
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
 
Amendment No. 1
 
(Mark One)
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018
 
or
 
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _____________
 
Commission file number: 001-38273
 
ACM Research, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
  Delaware
 
  94-3290283
  (State or Other Jurisdiction of Incorporation or Organization)
 
  (I.R.S. EmployerIdentification No.)
 
42307 Osgood Road, Suite I, Fremont, California   94539
  (Address of Principal Executive Offices)   (Zip Code)
 
  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
 
  Yes   No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
  Large accelerated filer   
  Accelerated filer
  Non-accelerated file
  Smaller reporting company
  (Do not check if a smaller reporting company)  
  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.
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes No
 
Indicate the number of shares outstanding of each of the registrant s classes of common stock, as of the latest practicable date.
 
Class
 
Number of Shares Outstanding
Class A Common Stock, $0.0001 par value
 
13,963,257 shares outstanding as of August 7, 2018
Class B Common Stock, $0.0001 par value
 
1,918,423 shares outstanding as of August 7, 2018
 

 
 
 
EXPLANATORY NOTE
 
We are filing this Amendment No. 1 on Form 10-Q/A, or this Amendment, to amend our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, as filed with the Securities and Exchange Commission on August 9, 2018, or the Original Form 10-Q. This Amendment is being filed solely for the purpose of filing Exhibit 10.01. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer are filed as Exhibits 31.01 and 31.02 to this Amendment. We are not including new certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350), as no financial statements are being filed with this Amendment.
 
Accordingly, this Amendment consists of only the facing page, this explanatory note, Item 6 of Part II, “Exhibits,” and Exhibits 10.01, 31.01 and 31.02 hereto. This Amendment is presented as of the filing date of the Original Form 10-Q and does not reflect events occurring after that date, or modify or update disclosures or exhibits in any way, other than as required to reflect the filing of Exhibit 10.01.
 
Item 6. Exhibits
 
Exhibit Number
 
Description
 
Lease Agreement dated April 26, 2018, between ACM Research (Shanghai), Inc. and Shanghai Zhangjiang Group Co., Ltd.
 
Certification of Principal Executive Officer Pursuant to Section   302 of the Sarbanes-Oxley Act of 2002
 
Certification of Principal Financial Officer Pursuant to Section   302 of the Sarbanes-Oxley Act of 2002
32.01 *
 
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
* Filed previously.
 
 
 
 
 
 
 
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, thereunto duly authorized.
 
ACM Research, Inc.
 
 
Dated: October 15, 2018                          
By:            
/s/ David H. Wang
David H. Wang
Chief Executive Officer and President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Exhibit 10.01
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Exhibit 31.01
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, David H. Wang, certify that:
 
1.
I have reviewed this Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q of ACM Research, Inc. for the quarterly period ended June 30, 2018 (as so amended, “this quarterly report”).
 
2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
 
 
 
Dated: October 15, 2018                             
By:            
/s/ David H. Wang
David H. Wang
Chief Executive Officer and President
(Principal Executive Officer)
 
 
 
 
 
 
 
 
Exhibit 31.02
 
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Lisa Feng, certify that:
 
1.
I have reviewed this Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q of ACM Research, Inc. for the quarterly period ended June 30, 2018 (as so amended, “this quarterly report”).
 
2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
 
 
 
Dated: October 15, 2018                                            
By
/s/ Lisa Feng
Lisa Feng
Interim Chief Financial Officer, Chief Accounting Officer and Treasurer
(Principal Financial Officer)