What changed in this filing

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Item 1A. Risk Factors

2026-03-02 compared with 2025-03-03 · 167 added, 157 removed, 781 unchanged (29% of the section changed)

11 unchanged sentences

• if any mainland China central government authority were to determine that existing mainland China laws or regulations require that ACM Shanghai obtain the authority’s permission or approval to continue the listing of ACM Research’s Class A common stock in the United States or if those existing mainland China laws and regulations, or interpretations thereof, were to change to require such permission or approval, or if we inadvertently conclude that permissions or approvals are not required, ACM Shanghai may be unable to obtain the required permission or approval or may only be able to obtain such permission or approval on terms and conditions that impose material new restrictions and limitations on operation of ACM Shanghai, either of which could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects and on the trading price of ACM Research Class A common stock, which could decline in value or become worthless;

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• mainland China central government authorities may intervene in, or influence, ACM Shanghai’s mainland China-based operations at any time, and those authorities’ rules and regulations in mainland China can change quickly with little or no advance notice;

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• our ability to expand our customer base;

• our long and unpredictable sales cycle, including our incurrence of significant expenses long before we can recognize revenue from new products, if at all;

• our long and unpredictable sales cycle, including our deployment of significant expenses long before we can recognize revenue from new products, if at all;

• difficulties in forecasting demand for our tools;

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Regulatory Risks

• regulatory actions limiting our ability and the broader industry's ability to export into China, as well as other specified countries, items sourced from the U.S.

• regulatory actions limiting our ability and the broader industry's ability to export into China, as well as other specified countries, items, software, or technology sourced from the U.S.

or otherwise subject to control under the U.S.

Export Administration Regulations (EAR), or controls introduced by other countries including Japan and the Netherlands, thereby impacting our ability to sell our tools to customers in these jurisdictions, source certain services from these jurisdictions, and/or engage in R&D activities with our foreign affiliates;

• our operations in mainland China and Korea subsidiaries, including the import of components, technology, and activities of U.S.

personnel therein, may be further impacted by the addition of ACM Shanghai, ACM Korea and related entities to the BIS Entity List;

Government has implemented an outbound investment review mechanism, which may prevent us from taking advantage of investment opportunities outside the United States that could otherwise be advantageous to our stockholders;

• changes in government trade policies that could limit the demand for our tools and increase the cost of our tools;

Government has implemented an outbound investment review mechanism, which may prevent us from taking advantage of investment opportunities outside the United States and/or receiving capital from investors in the United States that could otherwise be advantageous to our stockholders;

• changes in government trade policies that could limit the demand for our tools and/or increase the cost of our tools;

• we may be subject to risks related to recent U.S.

tariffs on the semiconductor industry;

• changes in political and economic policies with respect to mainland China;

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• our ability to implement our strategy to expand our mainland China operations;

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• our ability to achieve the results contemplated by our business strategy and our strategy for growth in mainland China and expectations related to the STAR Listing;

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• the volatility in the market price of Class A common stock;

• manipulative short sellers of our stock, which may drive down the market price of our Class A common stock and could result in litigation;

• the difficulty to predict the effect of the STAR Listing and STAR IPO on the Class A common stock;

• the difficulty to predict the effect of the STAR Listing on the Class A common stock;

• the dual class structure of common stock, which has the effect of concentrating voting control with our executive officers and directors;

• the limited experience of our management team managing a public company.

• manipulative short sellers of our stock, which may drive down the market price of our Class A common stock and could result in litigation;

Risks Related to International Aspects of Our Business

interpretations thereof, were to change to require such permission or approval, or if we inadvertently conclude that permissions or approvals are not required, ACM Shanghai may be unable to obtain the required permission or approval or may only be able to obtain such permission or approval on terms and conditions that impose material new restrictions and limitations on operation of ACM Shanghai, either of which could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects and on the trading price of ACM Research Class A common stock, which could decline in value or become worthless.

If any mainland China central government authority were to determine that existing mainland China laws or regulations require that ACM Shanghai obtain the authority’s permission or approval to continue the listing of ACM Research’s Class A common stock in the United States or if those existing mainland China laws and regulations, or interpretations thereof, were to change to require such permission or approval, or if we inadvertently conclude that permissions or approvals are not required, ACM Shanghai may be unable to obtain the required permission or approval or may only be able to obtain such permission or approval on terms and conditions that impose material new restrictions and limitations on operation of ACM Shanghai, either of which could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects and on the trading price of ACM Research Class A common stock, which could decline in value or become worthless.

Mainland China central government authorities have taken steps to preclude, or significantly discourage, certain mainland China companies from listing on U.S.

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ACM Research controls the operations of ACM Shanghai through its direct ownership of ACM Shanghai shares, and it also conducts sales and marketing activities focused on sales of ACM Shanghai products in North America, Europe and certain regions in Asia outside mainland China.

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We do not believe that our corporate structure or any other matters relating to our business operations currently require that ACM Shanghai obtain any permissions or approvals from the China Securities Regulatory Commission, or CSRC, or any other mainland China central government authority in connection with ACM’s listing, or offering for sale in the future, shares of our Class A common stock in the United States.

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The Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data an information.

ACM Shanghai is not subject to the existing restrictions imposed by the Cyber Security Law or the Data Security Law, in part because its business operations do not involve the collection, processing or use of data or information involving personal privacy or private information of customers.

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or information involving personal privacy or private information of customers.

In addition, ACM Shanghai is subject to oversight by the Cyberspace Administration of China, or the CAC, regarding data security.

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These laws and regulations, which include the Anti-Monopoly Law and the Rules of the Ministry of Commerce on Implementation of Security Review System of Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, impose requirements that in some instances that MOFCOM be notified in advance of, for example, any change-of-control transaction in which a foreign investor takes control of a mainland China domestic enterprise.

In addition, such Rules specify that mergers and acquisitions

by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by MOFCOM.

In addition, such Rules specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by MOFCOM.

In February 2021, the Anti-Monopoly Committee of the State Council published the Anti-Monopoly Guidelines for the Internet Platform Economy Sector, which stipulate that any concentration of undertakings involving VIEs is subject to anti-monopoly review.

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The imposition of tariffs by the U.S.

and mainland China governments and the surrounding economic uncertainty may negatively impact the semiconductor industry, including by reducing the demand of fabricators for capital equipment such as our tools.

and mainland China governments and the surrounding economic uncertainty may negatively impact the semiconductor industry, including by reducing the demand of fabricators for capital

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equipment such as our tools.

Further changes in trade policy, tariffs, additional taxes, restrictions on exports or other trade barriers, or restrictions on supplies, equipment, and raw materials including rare earth minerals, may limit the ability of our customers to manufacture or sell semiconductors or to make the manufacture or sale of semiconductors more expensive and less profitable, which could lead those customers to fabricate fewer semiconductors and to invest less in capital equipment such as our tools.

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The mainland China central government may determine to exert additional control over offerings conducted overseas or foreign investment in mainland China-based issuers, which could result in a material change in operations of ACM Shanghai and cause significant declines in the value of ACM Research Class A common stock, or make them worthless.

The mainland China central government may determine to exert additional control over securities offerings conducted overseas and/or foreign investment in mainland China-based issuers, which could result in a material adverse change in operations of ACM Shanghai and cause the value of ACM Research Class A common stock to significantly decline or

become worthless.

See also “— If any mainland China central government authority were to determine that existing mainland China laws or regulations require that ACM Shanghai obtain the authority’s permission or approval to continue the listing of ACM Research’s Class A common stock in the United States or if those existing mainland China laws and regulations, or interpretations thereof, were to change to require such permission or approval, ACM Shanghai may be unable to obtain the required permission or approval or may only be able to obtain such permission or approval on terms and conditions that impose material new restrictions and limitations on operation of ACM Shanghai, either of which could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects and on the trading price of ACM Research Class A common stock, which could decline in value or become worthless ” above.

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Under current regulations, the HFCA Act also requires that, to the extent that the PCAOB has been unable to inspect an issuer’s auditor for two consecutive years, the SEC shall prohibit the issuer’s securities registered in the United States from being traded on any national securities exchange or over-the-counter market in the United States.

On March 30, 2022, we were transferred to the SEC’s “Conclusive list of issuers identified under the HFCA Act” (the “Conclusive List”) because the PCAOB determined that it was unable to inspect or investigate completely BDO China Shu Lun Pan Certified Public Accountants (“BDO China”), our independent registered public accounting firm for the fiscal year ended December 31, 2021.

The determinations announced by the PCAOB were vacated by the PCAOB on December 15, 2022, and BDO China is no longer our independent registered public accounting firm.

Our current independent registered public accounting firm, E&Y, is a PCAOB-registered firm that is headquartered in mainland China.

however, we do not believe ACM Research will appear on the Conclusive List for a second consecutive time due to the determinations of the PCAOB being vacated.

However, if we were to appear for two consecutive years on the Conclusive List, the value of our securities may significantly decline or become worthless, and our securities would be prohibited from trading and may eventually be delisted.

It also remains unclear what further actions the SEC, the PCAOB or Nasdaq may take to address these issues and what impact those actions will have on U.S.

However, we do not believe that we will be impacted by the HFCA Act due favorable determinations made by the PCAOB on December 15, 2022 regarding its ability to inspect auditors in mainland China.

It remains unclear, however, what further actions the SEC, the PCAOB or Nasdaq may take to address these issues and what impact those actions will have on U.S.

companies, such as ours, that have significant operations in mainland China and have securities listed on a U.S.

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For example, in mainland China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside of mainland China.

Although the authorities in mainland China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism.

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practical cooperation mechanism.

Furthermore, according to Article 177 of the mainland China Securities Law, or Article 177, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of mainland China.

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Our failure to manage these risks successfully could adversely affect our business, operating results and financial condition.

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Fluctuation in foreign currency exchange rates may adversely affect our results of operations and financial position.

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Any prolonged slowdown in mainland China, United States or global economy may have a negative impact on our business, results of operations and financial condition.

Financial and other markets in the United States and worldwide have experienced significant volatility reflecting uncertainty over, among other things, (a) the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and mainland China, (b) unrest in Ukraine, the Middle East and Africa, and (c) the rising level of inflation in major industrial countries, including the United States, and worries that efforts to curb

inflation may result in an economic recession.

General inflation, including rising energy prices, interest rates and wages, could adversely impact our business by increasing our operating and borrowing costs as well as limiting the amount of capital available for customers to purchase our products.

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If adequate funding is not available, we may be required to reduce expenditures, including curtailing our growth strategies and reducing our product development efforts, or to forego acquisition opportunities.

Proceeds received by ACM Shanghai from the initial placements of shares with mainland China investors, from the STAR IPO in connection with the STAR Listing of ACM Shanghai shares on the STAR Market, and from future financing activities undertaken by ACM Shanghai (including follow-on offerings or private placements of shares with mainland China investors), will generally be used to grow and support our mainland China operations.

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Proceeds received by ACM Shanghai from the initial placements of shares with mainland China investors, from the STAR IPO in connection with the STAR Listing of ACM Shanghai shares on the STAR Market, the Private Offering completed by ACM Shanghai during the twelve months ended December 31 , 2025, and from future financing activities undertaken by ACM Shanghai (including follow-on offerings or private placements of shares with mainland China investors), will generally be used to grow and support our mainland China operations.

Those proceeds generally are not available for distribution to ACM Research.

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As a result, it is unlikely that funds raised or generated by ACM Shanghai will be readily distributable to ACM Research.

If we succeed in raising additional funds through the issuance of equity or convertible securit ies, then the issuance could result in substantial dilution to existing stockholders.

If we succeed in raising additional funds through the issuance of equity or convertible securities, then the issuance could result in substantial dilution to existing stockholders.

Furthermore, the holders of these new securities or debt may have rights, preferences and privileges senior to those of the holders of Class A common stock.

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Our quarterly revenue and other operating results have varied in the past and are likely to continue to vary significantly from quarter to quarter.

Accordingly, you should not rely upon our past quarterly financial results as indicators of future

Accordingly, you should not rely upon our past quarterly financial results as indicators of future performance.

Any variations in our quarter-to-quarter performance may cause our stock price to fluctuate.

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• the relatively high average selling price of our tools and our dependence on a limited number of customers for a substantial portion of our revenue in any period, whereby the timing and volume of purchase orders or cancellations from our customers could significantly reduce our revenue for that period;

• the significant expenditures required to customize our products often exceed the deposits received from our customers;

• the significant expenditures required to configure our products often exceed the deposits received from our customers;

• the lead time required to manufacture our tools;

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• the costs associated with protecting our intellectual property, including defending our intellectual property against third-party claims or litigation.

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Seasonality has played an increasingly important role in the market for chip manufacturing tools.

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The chip industry has historically been cyclic and is characterized by wide fluctuations in product supply and demand.

From time to time, this industry has experienced significant downturns, often in connection with, or in anticipation of,

maturing product and technology cycles, excess inventories and declines in general economic conditions.

From time to time, this industry has experienced significant downturns, often in connection with, or in anticipation of, maturing product and technology cycles, excess inventories and declines in general economic conditions.

This cyclicality could cause our operating results to decline dramatically from one period to the next.

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If we are unable to control our expenses adequately in response to lower revenue from our customers, our operating results will suffer and we could experience operating losses.

We canno t reasonably estimate the duration or impact of such a downturn, and it could have a material adverse effect on our business and the value of our Class A common stock.

We cannot reasonably estimate the duration or impact of such a downturn, and it could have a material adverse effect on our business and the value of our Class A common stock.

Conversely, during industry upturns we must successfully increase production output to meet expected customer demand.

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The chip manufacturing industry is highly concentrated, and we derive most of our revenue from a limited number of customers.

A total of four customers accounted for 52.2% of our revenue in 2024, three customers accounted for 45.5%% of our revenue in 2023, and three customers accounted for 43.8% of our revenue in 2022.

As a consequence of the concentrated nature of our customer base, our revenue and results of operations may fluctuate from quarter to quarter and are difficult to estimate, and any cancellation of orders or any acceleration or delay in anticipated product purchases or the acceptance of shipped products by our larger customers could materially affect our revenue and results of operations in any quarterly period.

A total of four customers accounted for 52.2% of our revenue in 2025, four customers accounted for 52.2% of our revenue in 2024, and three customers accounted for 45.5% of our revenue in 2023.

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anticipated product purchases or the acceptance of shipped products by our larger customers could materially affect our revenue and results of operations in any quarterly period.

We may be unable to sustain or increase our revenue from our larger customers or offset the discontinuation of concentrated purchases by our larger customers with purchases by new or existing customers.

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Our success will depend on industry chip manufacturers adopting our SAPS, TEBO, Tahoe, ECP, furnace and other technologies.

To date our strategy for commercializing our tools has been to place them with selected industry leaders in the manufacturing of memory and logic chips, the two largest chip categories, to enable those leading manufacturers to

evaluate our technologies, and then leverage our reputation to gain broader market acceptance.

In order for these industry leaders to adopt our tools, we need to establish our credibility by demonstrating the differentiated, innovative nature of our SAPS, TEBO, Tahoe, ECP, furnace and other technologies.

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If we are unable to obtain new customers and continue to achieve widespread market acceptance of our tools, then our business, operations, financial results and growth prospects will be materially and adversely affected.

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If we do not continue to enhance our existing tools and achieve market acceptance, we will not be able to compete effectively.

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If the limited customer base does not perceive our products and services to be of high quality and effectiveness, our reputation could be harmed, which could adversely impact our ability to achieve our targeted growth.

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We operate in a highly competitive industry and many of our competitors are larger, better-established, and have significantly greater operating and financial resources than we have.

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In accordance with industry practice, our sales are on a purchase order basis, which we seek to obtain three to four months in advance of the expected product delivery date.

Until a purchase order is received, we do not have a binding purchase

Until a purchase order is received, we do not have a binding purchase commitment.

Our customers to date have provided us with non-binding one- to two-year forecasts of their anticipated demands, but those forecasts can be changed at any time, without any required notice to us.

Because the lead-time needed to produce a tool customized to a customer’s specifications can extend up to six months, we may need to begin production of tools based on non-binding forecasts, rather than waiting to receive a binding purchase order.

Because the lead-time needed to produce a tool configured to a customer’s specifications can extend up to six months, we may need to begin production of tools based on non-binding forecasts, rather than waiting to receive a binding purchase order.

No assurance can be made that a customer’s forecast will result in a firm purchase order within the time period we expect, or at all.

If we do not accurately predict the amount and timing of a customer’s future purchases, we risk expending time and resources on producing a customized tool that is not purchased by a particular customer, which may result in excess or unwanted inventory, or we may be unable to fulfill an order on the schedule required by a purchase order, which would result in foregone sales.

If we do not accurately predict the amount and timing of a customer’s future purchases, we risk expending time and resources on producing a specific configured tool that is not purchased by a particular customer, which may result in excess or unwanted inventory, or we may be unable to fulfill an order on the schedule required by a purchase order, which would result in foregone sales.

Customers may place purchase orders that exceed forecasted amounts, which could result in delays in our delivery time and harm our reputation.

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If our sales efforts are unsuccessful after expending significant resources, or if we experience delays in completing sales, our future cash flow, revenue and profitability may fluctuate or be materially adversely affected.

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Our sales cycle is long and unpredictable, which results in variability of our financial performance and may require us to incur high sales and marketing expenses with no assurance that a sale will result, all of which could adversely affect our profitability.

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A failure to prevent inventory shortages or accurately predict customers’ needs could result in decreased revenue and gross margins and harm our business.

Some of our products and supplies may become obsolete or be deemed excess while in inventory due to rapidly changing customer specifications, changes in product structure, components or bills of material as a result of engineering changes, or a decrease in customer demand.

Some of our products and supplies may become obsolete or be deemed excess while in inventory due to changes in customer specifications, changes in product structure, components or bills of material as a result of engineering changes, or a decrease in customer demand.

We also have exposure to contractual liabilities to our contract manufacturers for inventories purchased by them on our behalf, based on our forecasted requirements, which may become excess or obsolete.

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A failure to accurately predict the level of demand for our products could adversely affect our net revenue and net income, and we are unlikely to forecast such effects with any certainty in advance.

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If our tools contain defects or do not meet customer specifications, we could lose customers and revenue.

Highly complex tools such as ours may develop defects during the manufacturing and assembly process.

We may also experience difficulties in customizing our tools to meet customer specifications or detecting defects during the development and manufacturing of our tools.

Some of these failures may not be discovered until we have expended significant resources in customizing our tools, or until our tools have been installed in our customers’ production facilities.

We may also experience difficulties in configuring our tools to meet customer specifications or detecting defects during the development and manufacturing of our tools.

Some of these failures may not be discovered until we have expended significant resources in configuring our tools, or until our tools have been installed in our customers’ production facilities.

These quality problems could harm our reputation as well as our customer relationships in the following ways:

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Our product warranty requires us to provide labor and parts necessary to repair defects.

As of December 31, 2024, we had

accrued $12.7 million in liability contingency for potential warranty claims.

As of December 31, 2025, we had accrued $19.1 million in liability contingency for potential warranty claims.

Warranty claims substantially in excess of our expectations, or significant unexpected costs associated with warranty claims, could harm our reputation and could cause customers to decline to place new or additional orders, which could have a material adverse effect on our business, results of operations and financial condition.

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This reliance on third parties and lack of control could result in shortages or quality assurance problems.

See also “—Our supply chain may be materially adversely impacted due to global events, including public health issues, transportation delays, and the armed conflict in Ukraine.” These issues and our ability to manage increased demand could delay shipments of our tools, increase our testing or production costs or lead to costly failure claims.

See also “—Our supply chain may be materially adversely impacted due to global events, including public health issues and the armed conflict in Ukraine.” These issues and our ability to manage increased demand could delay shipments of our tools, increase our testing or production costs or lead to costly failure claims.

We do not have long-term supply contracts with some of our suppliers, and those suppliers are not obligated to perform services or supply products to us for any specific period, in any specific quantities or at any specific price, except as may be provided in a particular purchase order.

In addition, we attempt to maintain relatively low inventories and acquire subassemblies and components only as needed.

In addition, we attempt to dynamically adjust our inventory levels based on market demand, our assessment of supply chain continuity and other factors.

There are significant risks associated with our reliance on these third-party suppliers, including:

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• limited warranties on subassemblies and components supplied to us.

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Any delays in the shipment of our products due to our reliance on third-party suppliers could harm our relationships with our customers.

In addition, any increase in costs due to our suppliers increasing the price they charge us for subassemblies and components or arising from our need to replace our current suppliers that we are unable to pass on to our customers could negatively affect our operating results.

Our supply chain may be materially adversely impacted due to global events, including any new COVID‑19 outbreaks or other public health issues, transportation delays, and the armed conflict in Ukraine.

Our supply chain may be materially adversely impacted due to global events, including public health issues and the armed conflict in Ukraine.

We rely upon the facilities of our global suppliers with operations in mainland China, Japan, Taiwan and the United States to support our business.

We source the substantial majority of our components from Asia, and as a result, our supply chain can be adversely affected by a variety of global events, including transportation delays, including those related to the June 2022 truck driver strike in Korea resulting from escalated fuel prices, and the armed conflict in Ukraine.

We source the substantial majority of our components from Asia, and as a result, our supply chain can be adversely affected by a variety of global events, including those related to public health issues and the armed conflict in Ukraine.

Further, our subsidiaries ACM Shanghai and ACM Korea were recently added to the BIS Entity List, which prohibit any party worldwide from furnishing hardware, software, or technology that are subject to U.S.

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If our suppliers’ operations are curtailed, we may need to seek alternate sources of supply, which may be more expensive and may not be available to us at all due to government regulations.

Alternate sources may not be available or

may result in delays in shipments to us from our supply chain and subsequently to our customers, each of which would affect our results of operations.

Alternate sources may not be available or may result in delays in shipments to us from our supply chain and subsequently to our customers, each of which would affect our results of operations.

These types of disruptions and governmental restrictions may also result in the inability of our customers to obtain materials necessary for their full production, which could also result in reduced demand for our products.

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Certain components and subassemblies of our tools have only been purchased from our current suppliers to date and changing the source of those components and subassemblies may result in disruptions during the transition process and entail significant delay and expense.

Product Systems, Inc., or ProSys, as the sole supplier of megasonic transducers, a key subassembly used in our semiconductor capital equipment;

Ninebell Co., Ltd., or Ninebell, as the principal supplier of robotic delivery system subassemblies used in our semiconductor capital equipment;

We rely on Ninebell Co., Ltd., or Ninebell, as the principal supplier of robotic delivery system subassemblies used in our semiconductor capital equipment;

Advanced Electric Co.

Inc., as a key supplier of valves used in our semiconductor capital equipment;

Inc., as a key supplier of valves used in our

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semiconductor capital equipment;

and certain companies from other countries which supply components and subsystems used in our semiconductor capital equipment.

An adverse change to our relationship with any of these suppliers, including a delay or the inability to export the components to mainland China, could disrupt our production of our semiconductor capital equipment and could cause substantial harm to our business.

An adverse change to our relationship with any of these suppliers, including an inability to export the components to mainland China, could disrupt our production of our semiconductor capital equipment and could cause substantial harm to our business.

With some of these suppliers, we do not have long-term agreements and instead purchase components and subassemblies through a purchase order process.

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Moreover, some of our suppliers may experience financial difficulties that could prevent them from supplying us with components or subassemblies used in the design and manufacture of our products.

In addition, our suppliers, including our sole supplier ProSys, may experience manufacturing delays or shutdowns due to circumstances beyond their control, such as labor issues, political unrest or natural disasters.

In addition, our key suppliers may experience manufacturing delays or shutdowns due to circumstances beyond their control, such as labor issues, political unrest or natural disasters.

Any supply deficiencies could materially and adversely affect our ability to fulfill customer orders and our results of operations.

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If key components or materials are unavailable, our costs would increase and our revenue would decline.

Further, the addition of our subsidiaries ACM Shanghai and ACM Korea to the BIS Entity List prohibits any party worldwide from furnishing hardware, software, or technology that are subject to U.S.

export controls jurisdiction to ACM Shanghai or ACM Korea, which could adversely affect the ability of our existing suppliers to sell products to those entities and our ability to seek and obtain replacement suppliers for those entities on acceptable terms, or at all.

See “—Regulatory Risks—Our operations in mainland China and Korea, including the import of components, technology, and activities of U.S.

personnel therein, may be further impacted by the addition of ACM Shanghai, ACM Korea and related entities to the BIS Entity List.”

The success of our business will depend on our ability to manage any future growth.

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We will seek to continue to expand our operations in the future, including by adding new offices, locations and employees.

Managing our growth has placed and could continue to place a significant strain on our management, other

personnel and our infrastructure.

Managing our growth has placed and could continue to place a significant strain on our management, other personnel and our infrastructure.

If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, develop new products, enhance our technological capabilities, satisfy customer requirements, respond to competitive pressures or otherwise execute our business plan.

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• continue to enhance our information technology infrastructure, systems and controls.

Our organizational structure has become more complex, including as a result of the STAR Listing and the STAR IPO.

Our organizational structure has become more complex, including as a result of the STAR Listing.

We will need to continue to scale and adapt our operational, financial and management controls, as well as our reporting systems and procedures, at both ACM Research and ACM Shanghai.

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If one or more of our other senior management personnel were unable or unwilling to continue their employment with us, we may not be able to replace them in a timely manner.

Moreover, in connection with the STAR Listing and the STAR IPO, ACM Shanghai is now managed by a group of officers separate from those of ACM Research and those officers owe fiduciary duties to the various stakeholders of ACM Shanghai.

Moreover, in connection

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with the STAR Listing, ACM Shanghai is now managed by a group of officers separate from those of ACM Research and those officers owe fiduciary duties to the various stakeholders of ACM Shanghai.

We do not have employment or retention agreements with, or maintain key person life insurance policies on, any of our employees.

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If we are unable to retain and motivate our existing employees and attract qualified personnel to fill key positions, we may experience inadequate levels of staffing to develop and market our products and perform services for our customers, which could have a negative effect on our operating results.

Our ability to utilize certain U.S.

and state net operating loss carryforwards may be limited under applicable tax laws.

As of December 31 , 2024, we had certain net operating loss carryforward amounts, or NOLs, of $2 million for U.S.

federal income tax purposes and $0.9 million for U.S.

s tate income tax purposes (note 18).

As of December 31, 2023, we had NOLs, of $3.3 million for U.S.

federal income tax purposes and $0.6 million for U.S.

state income tax purposes.

As of December 31, 2022, we had NOLs of $4.4 million for U.S.

federal income tax purposes and $0.5 million for U.S.

state income tax purposes.

Utilization of these NOLs could be subject to a substantial annual limitation if the ownership change limitations under U.S.

Internal Revenue Code Sections 382 and 383 and similar U.S.

state provisions are triggered by changes in the ownership of our capital stock.

Such an annual limitation would result in the expiration of the NOLs before utilization.

Our existing NOLs may be subject to limitations arising from previous ownership changes, including in connection with our initial public offering and concurrent private placement in November 2017, our follow-on public offering in August 2019, and any future equity issuances.

Future changes in our stock ownership, some of which are outside of our control, could result in an ownership change.

Regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, may

cause our existing NOLs to expire or otherwise become unavailable to offset future income tax liabilities.

Additionally, U.S.

state NOLs generated in one state cannot be used to offset income generated in another U.S.

For these reasons, we may be limited in our ability to realize tax benefits from the use of our NOLs, even if our profitability would otherwise allow for it.

Acquisitions that we pursue in the future, whether or not consummated, could result in other operating and financial difficulties.

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• we may encounter difficulties related to required CFIUS approval (see also “-Regulatory Risks-Certain of our investments may be subject to review by and approval from CFIUS, which may prevent us from taking advantage of investment opportunities that would otherwise be advantageous to our stockholders”);

• we may encounter difficulties related to OISP notification requirements or prohibitions (see also “-Regulatory Risks- The U.S.

Government has implemented an outbound investment review mechanism, which may prevent us from taking advantage of investment opportunities that could otherwise be advantageous to our stockholders”);

• we may become a party to product liability or intellectual property infringement claims as a result of our sale of the acquired company’s products;

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• our due diligence process may fail to identify significant existing issues with the target business.

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From time to time, we may enter into negotiations for acquisitions or investments that are not ultimately consummated.

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The Bureau of Industry and Security of the U.S.

Department of Commerce (BIS), which administers the EAR, recently imposed, and may continue to impose, additional restrictions under the EAR on certain exports to China, to include Hong Kong and Macau, including restrictions targeting the semiconductor manufacturing industry in China.

Department of Commerce (BIS), which administers the EAR, has imposed, and may continue to impose, additional restrictions under the EAR on certain exports to China, to include Hong Kong and Macau, including restrictions targeting the semiconductor manufacturing industry in China.

These types of restrictions may impact the operations of ACM Shanghai.

In October 2022, BIS announced new rules that significantly expanded U.S.

export controls as applied to advanced IC products, related manufacturing equipment and technology, and supercomputers, where the destination or ultimate end user is based in mainland China.

In the case of semiconductor manufacturing equipment, the new rules require an export license for the export, re-export, or transfer to or within mainland China of additional types of semiconductor manufacturing equipment, items for use in manufacturing designated types of semiconductor manufacturing equipment (along with other items subject to the EAR, for use in the development or production of ICs), and semiconductor manufacturing equipment for use at certain IC manufacturing and development facilities in mainland China.

In most cases, license applications for these exports are reviewed under a presumption of denial.

Beginning in October 2022 and continuing through 2025, BIS announced a series of new rules that significantly expanded U.S.

export controls as applied to advanced IC products, related manufacturing equipment and technology, and supercomputers, where the destination or ultimate end user is based in mainland China, Hong Kong and Macau.

In the case of semiconductor manufacturing equipment, the new rules require an export license for the export, re-export, or transfer to or within mainland China, Hong Kong and Macau of additional types of semiconductor manufacturing equipment, items for use in manufacturing designated types of semiconductor manufacturing equipment (along with other items subject to the EAR, for use in the development or production of ICs), and semiconductor manufacturing equipment for use at certain IC manufacturing and development facilities in mainland China.

In most cases, license applications for these exports are

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reviewed under a presumption of denial.

In addition, BIS imposed new restrictions by which U.S.

persons anywhere in the world are effectively barred from engaging in certain activities related to the development and production of semiconductors at mainland China fabrication facilities meeting specified criteria, even if no items subject to the EAR are involved.

The October 2022 restrictions were later expanded to include Macau.

These new restrictions have impacted the procurement by ACM Shanghai of certain items from the United States, and of certain items subject to U.S.

Effective on December 2, 2024, BIS promulgated a final rule naming a number of companies to the BIS Entity List Among the 140 companies added to the BIS Entity List were two subsidiaries of ACM Research, ACM Shanghai, located in the People’s Republic of China, and ACM Korea, a direct subsidiary of ACM Shanghai, which is located in the Republic of Korea, and other related entities.

In general terms, the new BIS Entity List designations prohibit any party worldwide from furnishing hardware, software, or technologies that are subject to U.S.

export controls jurisdiction directly or indirectly to ACM Shanghai or ACM Korea without obtaining authorization.

These new restrictions have impacted the procurement by ACM Shanghai and ACM Korea of items, technology and software from the United States, and of certain commodities subject to U.S.

export controls from outside the United States, for use in manufacturing its products.

In October 2023, BIS further expanded export controls on semiconductors, semiconductor manufacturing items and items for use in manufacturing designated types of semiconductor manufacturing equipment, including through new licensing requirements covering a broader variety of items, and an expansion in the geographical scope of the controls.

There were further export control restrictions imposed in 2024.

BIS expanded export controls to limit distribution of high-performance ICs by restricting sales through customer allocations and imposing caps on specific countries.

ACM Shanghai has determined that several of its customers have mainland China-based facilities that meet the restricted criteria set out in the enhanced export control rules described above, and has also determined that several of its products, and/or components for its products, may meet the parameters of export control classification numbers, or ECCNs, affected by the restrictions.

ACM and ACM Shanghai have implemented modifications to their existing business policies and

practices in response to these enhanced export restrictions, including by imposing limitations on the activities of their U.S.

The new restrictions may also limit the ability of ACM Shanghai and ACM Korea personnel to provide services to U.S.

customers, as these activities could involve the disclosure of U.S.

technology to ACM Shanghai or ACM Korea personnel, which could require authorization from BIS.

See “Item 1A.

Risk Factors—Regulatory Risks—Our operations in mainland China and Korea, including the import of components, technology, and activities of U.S.

personnel therein, may be further impacted by the addition of ACM Shanghai, ACM Korea and related entities to the BIS Entity List” of this report for more information.

ACM and ACM Shanghai have implemented modifications to their existing business policies and practices in response to these enhanced export restrictions, including by imposing limitations on the activities of their U.S.

persons and undertaking measures in connection with their supply chains more broadly to comply with the new regulations.

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Based on our ongoing review, we believe these regulations may directly impact ACM Shanghai’s ability to meet its future production plans, or indirectly impact the spending plans of ACM Shanghai’s customer base.

ACM may not be able to import, or may face substantial restrictions in importing, certain parts from the United States or parts subject to U.S.

export controls from outside the United States to support tool shipments to such facilities, or to be embedded into tools defined by affected ECCNs.

We believe that as a result of the export control restrictions, several ACM Shanghai customers have significantly reduced production and related capital spending at facilities meeting the restricted advanced node capabilities.

In addition, ACM Shanghai has experienced challenges as the companies in its supply chain adapt their policies to the new regulations.

These factors had an adverse impact on ACM Shanghai’s shipments and sales in the twelve months ended December 31, 2023.

We anticipate these factors will continue to have an adverse impact on ACM Shanghai’s shipments and sales in future periods.

Alongside these new restrictions, BIS has also continued to designate additional China entities, many involved in the semiconductor manufacturing industry, on restricted party lists under the EAR, such as the Entity List and the Unverified List.

These designations impose licensing requirements for the supply of products to such entities.

In most cases, any items subject to the EAR, including foreign produced products with specified U.S.

content or that are the product of specified U.S.

origin software, technology, or equipment, now require an export license from BIS before they can be supplied to the newly listed China entities, regardless of their export classification.

In December 2020, SMIC, one of the largest chip manufacturers in mainland China and one of our key customers, was one of numerous entities added to the Entity List.

Challenges faced by SMIC and its key suppliers as a result of the listing have indirectly impacted SMIC’s demand for, and ACM Shanghai’s ability to supply, ACM Shanghai products.

More recently, in October 2022, YMTC, a leading mainland China memory chip company and one of our key customers, was added to the Unverified List of the EAR alongside a number of other Chinese entities.

The Unverified List identifies parties for whom BIS has been unable to confirm their bona fides (i.e., legitimacy and reliability about the end-use and end-user of items subject to the EAR).

Entities listed on the Unverified List are ineligible to receive items subject to the EAR by means of a license exception if a U.S.

export license is required.

In December 2022, YMTC was moved from the Unverified List to the Entity List.

Challenges faced by YMTC and its key suppliers as a result of the listing could indirectly impact YMTC’s demand for, or ACM Shanghai’s ability to supply, ACM Shanghai products.

ACM Shanghai may not import, or faces substantial restrictions in importing, parts from the United States or parts subject to U.S.

export controls from outside the United States to support tool shipments to such facilities.

We cannot be certain what additional actions the U.S.

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Additional actions could take the form of further revisions to the Entity List or Unverified List, new export restrictions, further expansions to the geographic scope of the controls, or additional tariffs or other trade restrictions.

It is also possible that other countries could adopt similar semiconductor-focused export controls to align with the October 2022 and October 2023 U.S.

During the three and twelve months ended December 30, 2023, two prominent exporters of advanced semiconductor manufacturing equipment, the Netherlands and Japan, announced and began to implement plans to join the United States in imposing semiconductor-focused export controls.

It is also possible that other countries could adopt similar semiconductor-focused export controls to align with the U.S.

Outside of the U.S., during the three and twelve months ended December 30, 2023, two prominent exporters of advanced semiconductor manufacturing equipment, the Netherlands and Japan, announced and began to implement plans to join the United States in imposing semiconductor-focused export controls.

On May 23, 2023, the Japanese government issued the final amendment to an ordinance implementing new export controls to require licensing for export of certain advanced semiconductor manufacturing equipment, effective as of July 23, 2023.

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In December 2025, the Government of the Netherlands implemented supplemental export controls on certain emerging technology items including sensitive goods, software, and technology related to the semiconductor sector.

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As a result of the new restrictions, the ability of ACM Shanghai to acquire such parts from Japan and the Netherlands to fulfill customer requirements, and the ability of ACM Shanghai’s customers in mainland China to scale their production, could be further negatively impacted by these additional controls.

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government, Japan and the Netherlands or the effects of any future governmental actions by the U.S., Japan, the Netherlands or other countries that may impact our relationships with our mainland China-based customers, any of which could have a long-term adverse effect on our business, operating results and financial condition.

Effective on December 2, 2024, the U.S.

Department of Commerce’s Bureau of Industry and Security (“BIS”) promulgated a final rule naming a number of companies to the BIS Entity List (the "BIS Entity List").

Among the 140 companies added to the BIS Entity List were two subsidiaries of ACM Research, ACM Shanghai, located in the People’s Republic of China, and ACM Korea, a direct subsidiary of ACM Shanghai, which is located in the Republic of Korea, and other related entities.

In general terms, the new BIS Entity List designations prohibit any party worldwide from furnishing hardware, software, or technologies that are subject to U.S.

export controls jurisdiction to ACM Shanghai or ACM Korea.

See “Item 1A.

Risk Factors—Regulatory Risks—Our operations in mainland China and Korea, including the import of components, technology, and activities of U.S.

personnel therein, may be further impacted by the addition of ACM Shanghai, ACM Korea and related entities to the BIS Entity List” of this report for more information.

Changes in government trade policies could limit the demand for our tools and increase the cost of our tools.

General trade tensions between the United States and mainland China escalated be ginning in 2018, and have continued to escalate.

Since 2018, th e U.S.

General trade tensions between the United States and mainland China escalated beginning in 2018, and have continued to escalate.

Since 2018, the U.S.

government has imposed new or higher tariffs on specified imported products originating from mainland China in response to what the U.S.

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As a result of any of the foregoing events, the imposition of new or additional tariffs may limit our ability to manufacture tools, increase our selling and/or manufacturing costs, decrease margins, or inhibit our ability to sell tools or to purchase necessary equipment and supplies, which could have a material adverse effect on our business, results of operations, or financial condition.

We may be subject to risks related to recent U.S.

tariffs on the semiconductor industry

On April 5, 2025, the Trump administration imposed sweeping new “reciprocal” tariffs on most imported items, including a “baseline” rate of 10% on most countries.

This baseline 10% rate was scheduled to increase on various countries on April 9, 2025, but was subject to a 90-day “pause” for the administration to negotiate agreements with affected countries.

However, full reciprocal tariffs did go into effect on China, which currently stand at 125%.

Earlier 20% tariffs against China imposed under an executive order targeting the fentanyl import trade “stack” on top of the reciprocal tariffs, such that China is subject to 145% tariffs.

Additional 25% tariffs may also apply to goods from China that are subject to earlier duties imposed by the first Trump Administration under Section 301 of the Trade Act of 1974.

Semiconductors are currently exempted from coverage of the reciprocal tariffs (including the 125% reciprocal tariffs on China).

This exemption was later clarified to include certain electronic items incorporating semiconductors.

However, this exemption may be temporary as the U.S.

Department of Commerce on April 1, 2025, initiated an investigation under Section 232 of the Trade Expansion Act of 1962 to assess the national security implication of imports of semiconductors, semiconductor manufacturing equipment, and derivative products.

Under Section 232, the Department of Commerce has 270 days (by December 27, 2025) to complete its investigation, although the Trump administration has indicated a desire to finish on a timeline of a few months.

After that, the administration may take measures to address national security concerns, such as imposing specific tariffs on semiconductors or taking other actions to curtail imports.

As a company that designs and manufactures equipment and products used in the semiconductor industry, we are exposed to risks arising from these proposed tariffs due to our reliance on global supply chains.

Tariffs may also disrupt the global electronics supply chain, as semiconductors are critical components in products such as servers, smartphones, and automotive systems.

Increased costs for our customers could lead to reduced demand for our products, particularly in

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price-sensitive markets, which may adversely affect our revenue and market share.

Furthermore, the Section 232 national security investigation into semiconductors (as well as the overall tariff regime) introduces additional uncertainty, as it could result in broader trade restrictions or changes to import policies that further impact our ability to source raw materials and sell our products efficiently.

The uncertainty surrounding the current semiconductor Section 232 investigation, its implementation timeline, and other issues, combined with the potential for retaliatory trade actions from key markets like China, poses a significant risk to our financial condition, results of operations, and competitive position in the global market.

Changes in political and economic policies of the mainland China government may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.

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Such reserved funds can only be used for specific purposes and are not transferable to ACM in the form of loans, advances or cash dividends.

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As a result of these and other restrictions under mainland China laws and regulations as well as restrictions under ACM Shanghai’s bank loan agreements, we may be significantly restricted in our ability to transfer a portion of ACM Shanghai’s net assets to ACM or other subsidiaries of ACM.

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Certain of our stockholders may be non-U.S.

investors, and in the aggregate, may comprise a substantial portion of our net asset value, which may increase the risks of such limitations being imposed

in connection with investments pursued or made by us.

investors, and in the aggregate, may comprise a substantial portion of our net asset value, which may increase the risks of such limitations being imposed in connection with investments pursued or made by us.

Legislative and regulatory changes, including changes to agency practice, in the future may negatively impact our ability to realize value from certain existing and future investments, including by limiting exit opportunities or causing us to favor buyers that we believe are less likely to require CFIUS review, even in circumstances where other buyers may offer better terms or more consideration.

Government has implemented an outbound investment review mechanism, which may prevent us from taking advantage of investment opportunities that could otherwise be advantageous to our stockholders.

On November 15, 2024, the Office of Investment Security of the U.S.

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This final rule went into effect January 2, 2025.

As implemented by the final rule, the new framework would impose notification requirements and prohibitions on specified investments by U.S.

The OISP was amended by the Comprehensive Outbound Investment National Security Act (“COINS Act”) which was signed into law on December 18, 2025, although the provisions of the COINS Act will not come into effect until the Department of the Treasury issues implementing regulations, which by law must occur by March 2027.

As implemented by the final rule, the framework imposes notification requirements and prohibitions on specified investments by U.S.

persons in the semiconductor and microelectronics sector, quantum information technologies, and artificial intelligence (AI) systems.

These restrictions apply not only to investments in China, but also to certain investments outside of China.

The OISP regulations in effect today could also be interpreted to restrict certain types of private investment in ACM Research in the United States, although these measures do not impact investment in ACM Research’s publicly traded securities.

The COINS Act reverses the possible application of the OISP to certain U.S.

companies, including ACM Research, and therefore it appears ACM Research will not be subject to the OISP’s private investment restrictions once the provisions of the COINS Act enter into force in 2026 or 2027.

Within the semiconductor and microelectronics sector, prohibited investments will include certain covered investments in electronic design automation software;

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Notifiable investments will include any covered investments related to the design, fabrication, or packaging of integrated circuits not otherwise covered by the prohibition.

Given the breadth of the notification requirement as applicable within the semiconductor industry, we will likely be subject to increased regulatory burden to engage in certain investments in the PRC.

Such a mechanism could negatively impact our ability to realize value from certain existing and future investments, including by limiting exit opportunities or causing us to favor buyers that may avoid complex notification requirements, even in circumstances where other buyers may offer better terms or more consideration.

Until the issuance of COINS Act implementing regulations in 2026 or 2027, ACM Research may also be subject to restrictions on raising capital through private investments.

Such a mechanism could negatively impact our ability to realize value from certain existing and future investments, including by limiting exit opportunities or causing us to favor buyers or investors that may avoid complex notification requirements or even outright prohibitions, even in circumstances where other buyers may offer better terms or more consideration.

There can be no assurances that we will be able to maintain or proceed with investments on terms acceptable to us.

It is possible that the outbound investment reporting requirements and prohibitions could adversely affect our business, financial condition, and operating results.

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Our operations in mainland China and Korea, including the import of components, technology, and activities of U.S.

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Neither ACM, nor its direct subsidiaries outside of mainland China, were added to the Entity List.

The new regulations will make it difficult, if not impossible, for ACM Shanghai and ACM Korea to obtain any U.S.-sourced components, or components from other countries that may choose to follow the U.S.

restrictions.

The regulations prohibit ACM Shanghai and ACM Korea from obtaining U.S.-sourced components, software or technology.

In the future, other countries may also restrict ACM Shanghai's ability to source certain commodities.

Although we believe the impact to our supply chain, and the ability of ACM Shanghai and ACM Korea to produce tools in mainland China can be managed without a significant interruption of our business, it will require the transition of certain components to be qualified at our customers to maintain consistent quality standards.

The potential impact on sales to our customers will also depend on the effect of the new regulations on their own spending plans.

We do not anticipate an impact to the ability to sell, deliver and service products to our global customers outside of mainland China.

We believe the new regulations prohibit the export or reexport of Items to companies on the Entity List without a BIS license, but do not inhibit the ability of companies on the Entity List to sell, deliver, and service their products to global customers.

The potential impact on sales to our customers will also depend on the effect of the new regulations on the overall spending plans of our customers.

We do not anticipate a significant impact to the ability to sell, deliver and service products to our global customers outside of mainland China.

The new regulations prohibit the export or reexport of U.S.-origin items to companies on the Entity List without a BIS license, but do not inhibit the ability of companies on the Entity List to sell, deliver, and service their products to global customers, including customers in the United States.

We are subject to government regulation, including import, export, economic sanctions, and anti-corruption laws and regulations, that may limit our sales opportunities, expose us to liability and increase our costs.

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We may not achieve the results contemplated by our business strategy and our strategy for growth in mainland China may not result in increases in the price of Class A common stock.

We cannot assure you that we will realize any or all of our anticipated benefits of the STAR Listing and the STAR IPO, which may not have the anticipated effects of including the strengthening of our market position and operations in mainland China.

ACM Shanghai continues to have broad discretion in the use of the proceeds from the initial sales of shares to investors and the proceeds from the STAR IPO, and will have similar discretion over the use of proceeds from future financing activities (including follow-on offerings or private placements of shares with mainland China investors).

We cannot assure you that we will realize any or all of our anticipated benefits of the STAR Listing, which may not have the anticipated effects of including the strengthening of our market position and operations in mainland China.

ACM Shanghai continues to have broad discretion in the use of the proceeds from the initial sales of shares to investors and the

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proceeds from the STAR IPO and the STAR Private Offering, and will have similar discretion over the use of proceeds from future financing activities (including follow-on offerings or private placements of shares with mainland China investors).

ACM Shanghai may not spend or invest those proceeds in a manner that results in our operating success or with which ACM Research stockholders agree.

Our failure to successfully leverage the completion of the STAR Listing and the STAR IPO, and any future financings by ACM Shanghai, to expand our mainland China business could result in a decrease in the price of the Class A common stock, and we cannot assure you that the success of ACM Shanghai will have an attendant positive effect on the price of the Class A common stock.

Our failure to successfully leverage the completion of the STAR Listing the STAR IPO,and the STAR Private Offering, and any future financings by ACM Shanghai, to expand our mainland China business could result in a decrease in the price of the Class A common stock, and we cannot assure you that the success of ACM Shanghai will have an attendant positive effect on the price of the Class A common stock.

Mainland China companies are critical to the global semiconductor industry, and our current business is substantially concentrated in the mainland China market.

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Substantially all of our intellectual property has been developed in mainland China and is owned by ACM Shanghai.

expand our global operations through operating subsidiaries outside of mainland China, those operating subsidiaries may need to license intellectual property from ACM Shanghai in order to operate, and there can be no assurance that conflicts of interest will not preclude those operating subsidiaries from licensing the required intellectual property from ACM Shanghai on reasonable terms or at all.

As we expand our global operations through operating subsidiaries outside of mainland China, those operating subsidiaries may need to license intellectual property from ACM Shanghai in order to operate, and there can be no assurance that conflicts of interest will not preclude those operating subsidiaries from licensing the required intellectual property from ACM Shanghai on reasonable terms or at all.

ACM Research retains majority ownership of ACM Shanghai since the STAR IPO, but ACM Shanghai is managed by a separate board of directors and officers and those directors and officers will owe fiduciary duties to the various stakeholders of ACM Shanghai, including shareholders other than ACM Research.

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In addition, ACM Shanghai may engage in capital raising activities in the future that could further dilute ACM Research’s ownership interest.

For example, on January 25, 2024, we announced that ACM Shanghai intends to offer up to 43.6 million of its ordinary shares in a private offering to qualified buyers in compliance with the requirements of the China Securities Regulatory Commission, which would constitute up to 10% of ACM Shanghai’s share capital prior to the transaction.

If consummated in full, we estimate that our equity interest in ACM Shanghai would decline from 81.5% to approximately 74.1%.

The consummation of the proposed transaction is subject to market conditions, the approval of ACM Shanghai’s shareholders, completion of the review process by the Shanghai Stock Exchange, completion of the registration process by the China Securities Regulatory Commission, and other factors.

We estimate that if consummated in full, the proposed transaction would generate gross proceeds of up to RMB 4.5 billion ($625 million) to ACM Shanghai, whose management would have broad discretion over the use of such proceeds.

It is unlikely that any of such proceeds would be distributed to ACM Research.

For example, i n September 2025, ACM Shanghai completed a private offering, in which ACM Shanghai sold 38,601,326 ordinary shares at price per share of RMB 116.11, raising net proceeds of RMB 4.4 billion (approximately US $623.0 million) after deducting offering-related expenses (the "Private Offering").

The proceeds are intended to be used by ACM Shanghai for research and development, capital expenditures and working capital.

As a result, our ownership interest in ACM Shanghai declin ed to 74.6%.

ACM Research and ACM Shanghai both are public reporting companies but each is subject to separate, and potentially inconsistent, accounting and disclosure requirements, which may lead to investor confusion or uncertainty that could cause decreased demand for, or fluctuations in the price of, one or both of the companies’ publicly traded shares.

Since ACM Shanghai completed the STAR Listing and the STAR IPO in November 2021, it has been subject to accounting, disclosure and other regulatory requirements of the STAR Market.

Since ACM Shanghai completed the STAR Listing, it has been subject to accounting, disclosure and other regulatory requirements of the STAR Market.

At the same time, ACM Research remains subject to accounting, disclosure and other regulatory requirements of the SEC and the Nasdaq Global Market, or Nasdaq.

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Even though substantially all of the operations of ACM Research are currently conducted through ACM Shanghai, the information disclosed by the two companies will differ, and may differ materially from time to time, due to the distinct, and potentially inconsistent, accounting standards applicable to the two companies and disclosure requirements imposed by securities regulatory authorities, as well as differences in language, culture and expression habit, in composition of investors in the United States and mainland China, and in the capital markets of the United States and mainland China.

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Differing disclosures could lead to confusion or uncertainty among investors in the publicly traded shares of one or both companies.

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Even issued patents may later be found unenforceable or may be modified or revoked in proceedings instituted by third parties before various patent offices or in courts.

of future protection for our intellectual property is uncertain.

The degree of future protection for our intellectual property is uncertain.

Only limited protection may be available and may not adequately protect our rights or permit us to gain or keep any competitive advantage.

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In addition, any future patent litigation, interference or other administrative proceedings will result in additional expense and distraction of our personnel.

Most of our competitors are larger than we are and have substantially greater resources, and they therefore are likely to be able to sustain the costs of complex patent litigation longer than we could.

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our competitors are larger than we are and have substantially greater resources, and they therefore are likely to be able to sustain the costs of complex patent litigation longer than we could.

An adverse outcome in such litigation or proceedings may expose us to loss of our proprietary position.

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The significant majority of our intellectual property has been developed in mainland China and is owned by ACM Shanghai.

Implementation and enforcement of intellectual property-related laws in mainland China has historically been

lacking due primarily to ambiguities in mainland China intellectual property law.

Implementation and enforcement of intellectual property-related laws in mainland China has historically been lacking due primarily to ambiguities in mainland China intellectual property law.

Accordingly, protection of intellectual property and proprietary rights in mainland China may not be as effective as in the United States or other countries.

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• require us to attempt to obtain a license to the relevant intellectual property, which may not be available on reasonable terms or at all;

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• force us to attempt to redesign products that contain the allegedly infringing technology, which could be expensive or which we may be unable to do;

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Computer programmers may attempt to penetrate our network security, or that of our website, and misappropriate our proprietary information or cause interruptions of our service.

Because the techniques used by such computer programmers to access or sabotage networks change frequently and may

not be recognized until launched against a target, we may be unable to anticipate these techniques.

Because the techniques used by such computer programmers to access or sabotage networks change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques.

We have also outsourced a number of our business functions to third-party contractors, including our manufacturers, and our business operations also depend, in part, on the success of our contractors’ own cybersecurity measures.

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• general economic trends, including changes in the demand for electronics or information technology or geopolitical events such as war or acts of terrorism, or any responses to such events.

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In recent years, the stock market in general, and Nasdaq in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to changes in the operating performance of the companies whose stock is experiencing those price and volume fluctuations.

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The market price of Class A common stock may be volatile or may decline, for reasons other than the risk and uncertainties described above, as the result of investor negativity or uncertainty with respect to the impact of the STAR Listing and STAR IPO.

ACM Research stockholders were not entitled to purchase ACM Shanghai shares in the pre-STAR Listing placement, and they may have limited opportunities to purchase ACM Shanghai shares now that the STAR Listing and the STAR IPO have been completed.

Investors may elect to invest in our business and operations by purchasing ACM Shanghai shares on the STAR Market rather than purchasing ACM Research Class A common stock, and that reduction in demand could lead to a decrease in the market price for the Class A common stock.

In addition, investors may elect to invest in our business and operations by purchasing ACM Shanghai shares on the STAR Market rather than purchasing ACM Research Class A common stock, and that reduction in demand could lead to a decrease in the market price for the Class A common stock.

If securities or industry analysts do not publish research or reports about us, our business or our market, or if they publish negative evaluations of Class A common stock or the stock of other companies in our industry, the price of our stock and trading volume could decline.

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Class B common stock has twenty votes per share and Class A common stock has one vote per share.

As of February 24, 2025, stockholders who hold shares of Class B common stock, who consist principally of our executive officers, employees, directors and their respective affiliates, collectively held 64.2% of the voting power of our outstanding capital stock.

Because of the twenty-to-one voting ratio between Class B and Class A common stock, h olders of Class B common stock collectively will continue to control a majority of the combined voting power of Class A common stock and therefore be able to control all matters submitted to our stockholders for approval so long as the shares of Class B common stock represent at least 4.8% of all outstanding shares of Class A and Class B common stock.

As of February 25, 2025, stockholders who hold shares of Class B common stock, who consist principally of our executive officers, employees, directors and their respe ctive affiliates, collect ively held 62.3% of the voting power of our outstanding capital stock.

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be able to control all matters submitted to our stockholders for approval so long as the shares of Class B common stock represent at least 4.8% of all outstanding shares of Class A and Class B commo n stock.

This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future.

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Because of the market capitalization achieved by Class A common stock during October 2020, the trigger included in our charter pursuant to which all of the shares of Class B common stock must convert into Class A common stock no longer applies.

Instead, all of the Class B com mon stock generally will convert into Class A common stock only upon the election of the holders of a majority of the then-outstanding shares of Class B common stock, and specific shares of Class B common stock will convert into Class A common stock upon future transfers by the holders of those shares.

Instead, all of the Class B common stock generally will convert into Class A common stock only upon the election of the holders of a majority of the then-outstanding shares of Class B common stock, and specific shares of Class B common stock will convert into Class A common stock upon future transfers by the holders of those shares.

The potential conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term.

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• any action asserting a claim of breach of a fiduciary duty owed to us, our stockholders, creditors or other constituents by any of our directors, officers, other employees, agents or stockholders;

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• any action asserting a claim arising under the Delaware General Corporation Law, our charter or bylaws, or as to which the Delaware General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware;

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As it is in the short seller’s interest for the price of the stock to decline, some short sellers publish, or arrange for the publication of, opinions or characterizations regarding the relevant issuer, its business prospects and similar matters calculated to or which may create negative market momentum, which may permit them to obtain profits for themselves as a result of selling the securities short.

The use of the Internet, social media, and blogging have allowed short sellers to publicly attack a company’s credibility, strategy and veracity by means of so-called “research reports” that mimic the type of investment analysis performed by legitimate securities research analysts.

The use of the Internet, social media, and blogging have allowed short sellers to publicly attack a company’s

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credibility, strategy and veracity by means of so-called “research reports” that mimic the type of investment analysis performed by legitimate securities research analysts.

Issuers with limited trading volumes or substantial retail stockholder bases can be particularly susceptible to higher volatility levels, and can be particularly vulnerable to such short attacks.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors