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1、S-1 1 d377490ds1.htm S-1Table of ContentsAs filed with the Securities and Exchange Commission on July 3,2025.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Form S-1REGISTRATION STATEMENTUnderThe Securities Act of 1933 Ambiq Micro,Inc.(Exact name of Registrant

2、 as specified in its charter)Delaware 3674 27-1911389(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)6500 River Place Blvd.,Building 7Suite 200 Austin,Texas 78730(512)879-2850(Address,including z

3、ip code,and telephone number,including area code,of Registrants principal executive offices)Fumihide EsakaChief Executive OfficerAmbiq Micro,Inc.6500 River Place Blvd.,Building 7Suite 200 Austin,Texas 78730(512)879-2850(Name,address,including zip code,and telephone number,including area code,of agen

4、t for service)Copies to:Christina T.RoupasCourtney M.W.TygessonMichael PlattGrady ChangCooley LLP110 N.Wacker Drive,Suite 4200Chicago,IL 60606(312)881-6500 Alan F.DenenbergEmily RobertsDavis Polk&Wardwell LLP900 Middlefield Road,Suite 200Redwood City,CA 94063(650)752-2000 Approximate date of commenc

5、ement of proposed sale to the public:As soon as practicable after this registration statement becomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act,check the following box:If this Form

6、 is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective a

7、mendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Secu

8、rities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reportin

9、g company or an emerging growth company.Seethe definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging grow

10、th 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 financialaccounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The Registrant hereby amends this R

11、egistration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that this Registration Statement shall thereafter become effective in accordance with the provisions of Section 8(a)of the Securiti

12、es Act of 1933or until the Registration Statement shall become effective on such date as the Commission,acting pursuant to said Section 8(a),may determine.2025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.htm1/209Table of Contents The information in this p

13、reliminary prospectus is not complete and may be changed.We may not sell these securities until theregistration statement filed with the Securities and Exchange Commission is effective.This preliminary prospectus is not an offer to sellthese securities and it is not soliciting an offer to buy these

14、securities in any state where the offer or sale is not permitted.PRELIMINARY PROSPECTUS(Subject to Completion,dated,2025)Shares COMMON STOCK This is the initial public offering of shares of common stock of Ambiq Micro,Inc.We are offering shares of our commonstock.No public market currently exists fo

15、r our shares.We anticipate that the initial public offering price will be between$and$per share.We intend to apply to have our common stock listed on the New York Stock Exchange under the symbol“AMBQ.”We are an“emerging growth company,”as defined under the federal securities laws and are subject to

16、reduced publiccompany reporting requirements.Investing in our common stock involves risks.See“Risk Factors”beginning on page 15.Per Share Total Initial public offering price$Underwriting discounts and commissions(1)$Proceeds to Ambiq Micro,Inc.before expenses$(1)See“Underwriting”for a description of

17、 the compensation payable to the underwriters.We have granted the underwriters the right to purchase up toadditional shares of common stock from us,solely tocover over-allotments,if any.Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of t

18、hese securities or determined if this prospectus is truthful orcomplete.Any representation to the contrary is a criminal offense.The underwriters expect to deliver the shares of common stock to purchasers on or about,2025.BofA Securities UBS Investment BankNeedham&Company Stifel ,20252025/7/4 08:50S

19、-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.htm2/209Table of ContentsTABLE OF CONTENTS Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained inthis prospectus or in any free writi

20、ng prospectuses we have prepared.Neither we nor the underwriters take any responsibility for,or can provide anyassurance as to the reliability of,any other information that others may give you.We are not offering to sell,or seeking offers to buy,shares of ourcommon stock in any jurisdiction where th

21、ese offers and sales are not permitted.The information in this prospectus is accurate only as of the date of thisprospectus,regardless of the time of delivery of this prospectus or any sale of shares of our common stock.Our business,financial condition and resultsof operations may have and are likel

22、y to have changed since that date.Through and including,2025(the 25th day after the date of this prospectus),all dealers effecting transactions in these securities,whether or not participating in this offering,may be required to deliver a prospectus.This delivery requirement is in addition to the ob

23、ligation of dealersto deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.For investors outside the United States:Neither we nor the underwriters have done anything that would permit this offering or possession ordistribution of this prospect

24、us or any free writing prospectus in connection with this offering in any jurisdiction where action for that purpose isrequired,other than in the United States.Persons outside the United States who come into possession of this prospectus must inform themselves about,and observe any restrictions rela

25、ting to,the offering of the shares of our common stock and the distribution of this prospectus outside of the UnitedStates.See the section titled“Underwriting”for additional information.i Page PROSPECTUS SUMMARY 1 THE OFFERING 10 SUMMARY CONSOLIDATED FINANCIAL DATA 12 RISK FACTORS 15 SPECIAL NOTE RE

26、GARDING FORWARD-LOOKINGSTATEMENTS 55 INDUSTRY AND MARKET DATA 57 USE OF PROCEEDS 59 DIVIDEND POLICY 60 CAPITALIZATION 61 DILUTION 63 MANAGEMENTS DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OFOPERATIONS 66 BUSINESS 81 MANAGEMENT 99 Page EXECUTIVE COMPENSATION 108 CERTAIN RELATIONSHIPS A

27、ND RELATED PARTYTRANSACTIONS 120 PRINCIPAL STOCKHOLDERS 124 DESCRIPTION OF CAPITAL STOCK 125 SHARES ELIGIBLE FOR FUTURE SALE 131 CERTAIN MATERIAL U.S.FEDERAL INCOME TAXCONSEQUENCES TO NON-U.S.HOLDERS OF OURCOMMON STOCK 133 UNDERWRITING 137 LEGAL MATTERS 147 EXPERTS 147 WHERE YOU CAN FIND ADDITIONAL

28、INFORMATION 148 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 2025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.htm3/209Table of ContentsPROSPECTUS SUMMARYThis summary highlights selected information that is presented in greater detail elsewhere in this p

29、rospectus.This summary does not containall of the information you should consider before investing in our common stock.You should read this entire prospectus carefully,including thesections titled“Risk Factors”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”a

30、nd ourconsolidated financial statements and the related notes included elsewhere in this prospectus,before making an investment decision.Please see“Industry and Market Data”for information concerning certain market statistics included in this prospectus.This summary contains forward-looking statemen

31、ts that involve risks and uncertainties.Unless the context otherwise requires,the terms“Ambiq,”“the Company,”“we,”“us,”and“our”in this prospectus refer to Ambiq Micro,Inc.and its consolidated subsidiaries.Our MissionOur mission is to enable intelligence(artificial intelligence(AI)and beyond)everywhe

32、re by delivering the lowest power semiconductorsolutions.OverviewWe are a pioneer and leading provider of ultra-low power semiconductor solutions designed to address the significant power consumptionchallenges of general purpose and AI compute especially at the edge.Our customers rely on Ambiq to de

33、liver AI compute closer to end users(edge environments)where power consumption challenges are themost severe.Our leading position is built upon our hardware and software innovations that deliver two to five times lower power consumption thantraditional semiconductor designs.Our products power over 2

34、70 million devices today.We shipped more than 42 million units in 2024,and weestimate that over 40%of them ran AI algorithms.We seek to drive growth in AI adoption at the edge in the personal devices,medical/healthcare,industrial edge,and smart home and building markets and continue to set new stand

35、ards in edge AI performance and power efficiency.Over time,we expect to integrate our ultra-low power technology into additional chip products that benefit from greater power efficiency,including high-performance compute applications such as AI data centers and automotive.AI is perhaps the most disr

36、uptive and revolutionary technology trend of recent history,estimated to represent$23 trillion of global annualspend by 2040,according to McKinsey.AI use cases continue to permeate our lives and improve our daily productivity by enabling us to interactwith devices via voice and gestures,unlock our h

37、omes with facial recognition,track health accurately and intelligently,and hold clear calls amidstloud background noise.To date,a majority of AI compute has been deployed in data centers due to its large physical scale and the need for wall plug energy,as AIcompute requires enormous and steady energ

38、y resources.At the edge,however,power limitations have been especially acute due to small devicesize and limited battery life.We believe this greatly constrains the potential of AI to improve our daily,on-the-go lives.Enabling AI at the edge where the action takes place with vastly improved power ef

39、ficiency will allow faster real-time decision-making due to data proximity,greater dataprivacy,higher energy efficiency from reduced network usage,and less dependence on constant costly connections to the cloud.We believe new AIuse cases will only be possible if edge devices are much more power effi

40、cient.Our proprietary Sub-threshold Power Optimized Technology(SPOT)platform is designed to fundamentally and cost-effectively reducepower consumption of battery-and wireline-powered devices alike.Depending on the application,devices incorporating SPOT demonstrate a twoto five times reduction in pow

41、er consumption 12025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.htm4/209Table of Contentscompared to conventional integrated circuit designs.SPOT is a ground-breaking approach at the chip design level that incorporates sub-and near-threshold hardware wit

42、hout using expensive manufacturing processes.We provide a full-stack solution encompassing tightly integrated hardware and software.Our solutions include a diverse family ofsystems-on-chip(SoCs)and the software required to enable on-chip AI processing,general compute,sensing,security,storage,wireles

43、sconnectivity,and advanced graphics.Our SoC solutions deliver compute at a very small fraction of the power consumed by our competitorsproducts.Our ultra-low power SoCs serve a wide range of markets requiring on-device and real-time AI,including smartwatches and fitness trackers,augmented and virtua

44、l reality(AR/VR)glasses,smart rings,digital health monitors,security systems and access control,livestock tracking,cropmonitoring,and factory automation.These devices increasingly offer on-chip AI-powered features such as speech recognition,domain-specificlanguage models,image and video processing,a

45、nd sensing,further straining power consumption,which our solutions are positioned to address.As global demand for our SoC solutions accelerates,our sales and marketing efforts are increasingly focused on our end customers in targetgeographies such as the United States,Europe,and Asia(ex-Mainland Chi

46、na).For the three months ended March 31,2025 and 2024,we generated net sales of$15.7 million and$15.2 million,respectively.For the yearsended December 31,2024 and 2023,we generated net sales of$76.1 million and$65.5 million,respectively.Net sales from end customers in theUnited States,Europe,and Asi

47、a(outside of Mainland China)grew to$14.8 million in the three months ended March 31,2025,a 94%increase ascompared to the three months ended March 31,2024,achieving a gross margin of 53%.Net sales from end customers in the United States,Europe,and Asia(outside of Mainland China)grew to$38.1 million i

48、n 2024,a 70%increase as compared to 2023,achieving a gross margin of 48%.Weintend to continue to focus on business outside of Mainland China.Our IndustryThe State of AI TodaySince the launch of ChatGPT in 2022 by OpenAI,companies like Google and Anthropic,among others,have launched competing generat

49、iveAI models underpinned by large language models(LLMs)that now serve as the foundation for an emerging class of AI-based products and servicesemerging as a disruption to a wide array of markets from internet search to healthcare.As with other technologies of the digital era,the speed ofthese advanc

50、ements outpaces the rate of commercial and consumer adoption while enterprises determine if and how to leverage AI-based solutionsand consumers determine whether they will adopt such solutions.Companies developing these new disruptive AI-based products and services facesignificant technology,financi

51、al and regulatory challenges.The processing of AI workloads requires considerable power,and the power consumption of the servers and chips that run generative AIsystems has emerged as a primary technology challenge.The capacity of a data center to fulfill generative AI queries is limited by the amou

52、nt ofpower that can be delivered by local power plants and the cost of such power,among other things.The cost of a query and the financial viability ofgenerative AI-based products and services are therefore limited by the availability of affordable power.As a result,improving power consumptionhas be

53、come a central concern for the AI industry,and is even more pronounced at the edge.Furthermore,the rapid pace of innovation in the field of AI has led to developing and evolving regulatory frameworks globally,which areexpected to become increasingly complex as AI continues to progress.Regulators and

54、 lawmakers around the world have proposed and adoptedregulations and guidance addressing the use of AI.The shifting regulatory landscape for AI and the products that utilize it has created uncertaintyfor 22025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.h

55、tm5/209Table of Contentscompanies developing AI-based solutions and could pose an impediment to near-term broad-based adoption.See“Risk FactorsRisks Related toOur Business”and“BusinessGovernment Regulation”for a more detailed discussion of challenges associated with AI regulation.The Growing Need fo

56、r AI at the EdgeEdge AI is expanding as machine learning outperforms traditional algorithms,enabling tasks like speech recognition,and meets customerdemand for cloud-independent solutions.Meanwhile,LLMs in the cloud rely on quality edge inputs,which is evident in industrial automation,healthcare,and

57、 consumer devices.To fully realize AIs potential,computation must move to the edge where data originates,enabling fasterdecisions,enhanced privacy,improved energy efficiency,and reduced cloud reliance.However,realizing this vision requires overcoming a fundamental challenge:power efficiency.Key Chal

58、lenges of Edge-to-Cloud Data ProcessingToday,advanced analytics and AI inference are often processed in the cloud due to the difficulty or impossibility of running them at the edge.However,this approach has several drawbacks:Latency.The round trip to the cloud adds significant latency,preventing rea

59、l-time behaviors and feedback.Connectivity.Wireless connectivity often consumes significant power and is limited to those applications with reliable connections.Security and Privacy.Sending sensitive data to the cloud increases privacy breach risks.Cost.Cloud services represent a significant expense

60、 that usually scales with the amount of data transferred to/from the cloud.Key Challenges to AI Inferencing at the Edge Power Consumption.Optimizing power consumption for all functions,from AI inferencing to wireless connectivity to sensormanagement,is a fundamental challenge for edge devices.This c

61、hallenge is significantly amplified as processing,performance,connectivity,and AI compute needs increase.Real-Time Inferencing.Most of todays AI models are designed to run in the cloud,processing large batches of data.Edge AI is oftencalled on to act on streams of data in real time,which requires a

62、significant redesign of the data processing and inferencingalgorithms.Size.Many edge devices are physically size-constrained,thereby limiting the capacity of the battery and battery life.Integration.Given device size constraints,vendors increasingly opt for highly integrated SoCs to drive their devi

63、ces instead ofcomplex designs with many discrete chips having relatively narrow functionalities.Privacy and Security.While bringing AI to the edge improves system security and reduces the attack surface,it creates high-securityexpectations for small edge devices with minimal compute resources.Resour

64、ce Constrained AI Model Development.Most AI models today are built for the cloud,where compute performance,memory,and power are readily available.Building“right-sized”models that execute efficiently on the edge is extremely challenging.Our ultra-low power SoC solutions are designed to fundamentally

65、address our end customers needs for ultra-low-power consumption for allfunctions,better connectivity,and increased AI compute(especially at the edge).32025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.htm6/209Table of ContentsOur TechnologySPOT is our prop

66、rietary ultra-low power chip design platform created to solve this severe power consumption problem.SPOT consists of aset of chip design techniques that allow standard transistors to operate in an ultra-low power mode called“sub-threshold”and“near-threshold”.When combined with other low-power chip a

67、rchitecture techniques,SPOT enables our SoCs to deliver two to five times lower power consumptionthan leading alternative solutions.By significantly reducing the power required for sensing,communication,security,and AI compute,customers are given flexibility on howbest to deploy the vastly improved

68、energy budgets of their products.They can use this flexibility to run larger AI models faster,run faster inferencerates,add more sensors,reduce battery size,and/or extend battery life.Specifically,we have developed wide-ranging chip architectures,intellectual property(IP)building blocks,and integrat

69、ed circuit(IC)designmethodologies for digital circuits,analog circuits,and embedded memories accumulating significant expertise and IP related to product design,validation,and production testing.Our proven expertise in,and experience with,ultra-low power design provides us with a substantial competi

70、tiveadvantage.In addition,we have developed a wide range of chip architecture techniques that are designed to enable even lower power than sub-thresholdand near-threshold operation alone.Many of these chip design techniques are protected by IP rights,including patents and trade secrets.While many hi

71、gh-end processor chip companies can increase performance or decrease power consumption with advanced process technologynodes,these expensive manufacturing processes are typically not cost-effective for edge devices.With our SPOT platform,we are able tomanufacture our products at much more cost-effec

72、tive process technology nodes.Furthermore,reliance on advanced process technology nodes andMoores Law to solve the power problem is particularly limiting as Moores Law is viewed by many as dead or broken.For a more detailed description of our technology,see“BusinessOur Technology”.Our ProductsOur SP

73、OT platform serves as the foundation for a series of SoCs for edge AI devices that deliver ultra-low power for AI computations,general purpose computations,sensing,communications,power conversion,and more.These SoCs are paired with a full-stack software solutionthat is designed to enable efficient r

74、esource-constrained AI application development and a fast time-to-market.SoC Products for Edge AIOur portfolio includes two flagship SoC product families,both with rich sets of peripherals:Apollo:The Apollo family of products pair rich peripheral sets with host processors capable of software-based A

75、I computations(e.g.,Apollo3 and Apollo4 families)or vector-accelerated AI computations(e.g.,Apollo5 family).For most edge AI use cases,we believethe combination of the Apollo products with our full stack software solution provides the optimal power,performance,feature,andcost trade-off.Atomiq:The fi

76、rst Atomiq family product is currently in development.This novel product targets AI applications requiring demandingedge AI compute requirements and is thus expected to provide the highest performance and lowest power ever delivered by ourproducts.Atomiq is expected to feature a full neural processi

77、ng unit(NPU)for high-performance AI acceleration along with newmemory innovations all with the goal of achieving minimum power and maximum performance on AI model execution at the edge.42025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.htm7/209Table of Con

78、tentsSoftware Products for Edge AITo truly unlock edge AI use cases,our ultra-low power SoCs must be paired with carefully optimized proprietary software.To make edge AIapplication development easier for our customers,Ambiq provides a series of core software products:General enablement firmware:Our

79、AmbiqSuite Software Development Kit(SDK)provides low-level firmware and drivers requiredto operate our SoCs efficiently.Feature enablement software:On top of AmbiqSuite SDK,we offer a series of software modules that enable complex applications tobe developed quickly and efficiently.These modules inc

80、lude graphiqSPOT for graphics and display management,blueSPOT forBluetooth communications,secureSPOT for managing security,and more.AI enablement software:Ambiq assists our customers in developing AI features by providing novel model factories specificallydesigned for edge AI,optimized AI inference

81、engines,and neuralSPOT,our cross-platform AI SDK.These tools are designed tocollectively address the challenges encountered when developing AI for edge products.For a more detailed description of our products,see“BusinessOur Products”.Our Market OpportunityMost of our revenue today has come from ult

82、ra-low power SoCs,tightly bundled with software and various other solutions that combine32-bit microcontrollers(MCUs)with wireless connectivity and additional circuitry,such as graphics processing units,serial interfaces,andanalog-to-digital interfaces.In the near future,we believe we can expand int

83、o embedded application processors,as well as stand-alone dedicated AIprocessors.Even though many of our customers today run basic AI inferencing directly on our Apollo-class SoCs and on lightweight acceleratorswithin our SoCs,we are now developing dedicated AI processor units purpose-built for accel

84、erating AI compute.Today,we define our marketopportunity as 32-bit MCUs,discrete application processors(ASICs),wireless connectivity,and AI processors built for edge applications,marketstotaling$12.8 billion in 2023 and growing to$22.5 billion in 2028,according to Gartner.*This includes AI-enabled d

85、evices spanning industrialedge,smart homes and buildings,as well as body-worn AI devices such as consumer wearables and digital health devices.In the future,we believeour technology has the potential to address many semiconductor end markets that need much greater energy efficiency.Within the edge e

86、nd markets listed above,the market for 32-bit MCUs is expected to grow from$4.7 billion in 2023 to$6.0 billion in 2028,representing a compound annual growth rate(CAGR)of 5%,according to Gartner.*The market for wireless connectivity semiconductors for thesame end markets is expected to grow from$2.4

87、billion in 2023 to$4.7 billion in 2028,representing a CAGR of 15%.The market for applicationprocessors is expected to grow from$5.7 billion in 2023 to$10.2 billion in 2028,representing a CAGR of 12%.According to Gartner,the discreteAI processors market is expected to grow from$152 million in 2023 to

88、$1.6 billion in 2028,representing a CAGR of 60%.*Since AI solutions are often embedded into general processor SoCs,broader AI-enabled market forecasts are also relevant to our opportunity.According to Gartner,the market for AI-enabled 32-bit MCUs and application processors in edge applications is ex

89、pected to grow from$788 million in 2023 to$6.8 billion in 2028,representing a CAGR of 54%.*52025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.htm8/209Table of ContentsOur Competitive StrengthsWe believe our core competitive strengths include the following:

90、Leading proprietary ultra-low power chip design technology.We exclusively focus on ultra-low power,sub-and near-threshold chip designtechnology,which is our key differentiator and top development priority.Our SPOT platform comprises dozens of individual circuit designtechniques that are difficult to

91、 replicate,complemented by overall low-power system design expertise and know-how and our proprietaryAmbiqSuite SDK,making it easy for our end customers to quickly and effectively implement our products.Extensible technology platform.We believe our SPOT platform is fully extensible to a wide variety

92、 of semiconductor applications thatrequire substantially greater power efficiency in both battery-operated and wall-powered devices.Our technology is especially valuable for battery-operated products by significantly improving performance on a fixed power budget or by extending the time between char

93、ges in edge devices.Robust intellectual property portfolio.Our IP is a key aspect of our business strategy,allowing us to maintain a competitive and,we believe,sustainable edge in the market.Our robust IP portfolio encompasses patents,trade secrets,and design IP that safeguard our proprietary techno

94、logyand innovations related to ultra-low power and sub-threshold design.Our design IP has been proven over five generations of the Apollo family ofproducts.Proven demand from blue-chip end customers.We have demonstrated strong end customer growth with more than 270 million units shippedwith internat

95、ional technology leaders such as Garmin,Google,Suunto,and others,which has validated the maturity of our technology platform andthe robustness of our products.Scalable design and manufacturing relationships.Our SoC solutions leverage existing mature semiconductor process technologies that arereadily

96、 available and cost-effective.Since our founding,we have partnered with a leading semiconductor foundry,Taiwan SemiconductorManufacturing Company Limited(TSMC),for our SoC products in 180-nanometer,90-nanometer,40-nanometer,and 22-nanometer process nodes.We leverage TSMCs mature fabrication processe

97、s,which are more cost-effective than the most advanced nodes,while still delivering products thatconsume a very small fraction of the power that our competitors require for their comparable parts.Top industry talent,experienced management team and engineering-focused culture.We believe our teams eng

98、ineering,chip design,andAI talent is critical to our success.We employ an engineering-focused workforce,as well as a highly technical senior management team with deepindustry and chip design experience.Our StrategyExtend our presence in current markets with higher-performing and lower-power versions

99、 of our existing products.New members of theApollo and Atomiq family of SoCs in development are designed to deliver even lower power and higher processing performance to our existingcustomers,potentially enabling and accelerating new innovative edge AI use cases.Expand aggressively into new markets

100、by broadening current product families.We intend to apply our ultra-low power value proposition toenable AI use cases in medical,digital health,industrial,security,smart home and buildings,robotics,and automotive markets.We are developing abroader portfolio of Apollo and Atomiq SoC offerings that we

101、 believe will allow us to enter these additional markets.Bring SPOT to new classes of chip products to access both existing and new markets.SPOT is a widely applicable,ultra-low power designmethodology that can be quickly applied to new chip classes such as 62025/7/4 08:50S-1https:/www.sec.gov/Archi

102、ves/edgar/data/1500412/000119312525155270/d377490ds1.htm9/209Table of Contentsapplication processors(APs),dedicated AI processors,digital signal processors(DSPs),image processors,power management chips,communications chips,network processors,and many more.We intend to develop new ultra-lower power c

103、hip product families that we believe willprovide us access to additional sockets within current customers,as well as to entirely new customers in new market segments.Leverage our easy-to-use software and AI model suite to speed customer adoption and drive higher-margin revenue.We are working toincre

104、ase our software suite to include new AI software products,such as AI model libraries,AI compilers and runtimes,AI model developmentutilities,AI model factories and AI training data.Complementary to our existing SoC solutions,we believe these new AI software offerings willenable us to reach a broade

105、r set of customers,will allow these customers to more quickly implement their AI functionalities,and are expected tohelp drive increased SoC gross margins.Develop SPOT into a licensable technology platform.We plan to develop SPOT into an IP and chip development platform that makes iteasier for other

106、 companies to license or partner with us to incorporate SPOT into their own low-power chip designs,such as building next-generation AI data center chips.Relentlessly advance the SPOT platform to help position us for future leadership.New AI use cases enabled by novel sensors drive agrowing need for

107、ultra-low power AI chips.We plan to continue to advance the SPOT platform with innovations in circuit hardware and software.Summary of Risk FactorsInvesting in our common stock involves substantial risk.The risks described under the section titled“Risk Factors”immediately followingthis prospectus su

108、mmary may cause us to not realize the full benefits of our objectives or may cause us to be unable to successfully execute all orpart of our strategy.Some of the more significant challenges include the following:We have a history of net losses,and we may not achieve or maintain profitability in the

109、future.We currently depend on a limited number of end customers for most of our revenue.The loss of,or a significant reduction in ordersfrom,our key end customers would significantly reduce our revenue and adversely impact our business,financial condition,andresults of operations.We do not have long

110、-term commitments from our end customers and our end customers may cease purchasing our products at anytime.The nature of the design win process requires us to incur expenses without any guarantee that research and development efforts willgenerate material revenue,which could adversely affect our bu

111、siness,financial condition and results of operations.We continue to invest in research and development efforts for several new markets.If we are unable to commercialize thesetechnologies,our business,financial condition and results of operations could be negatively affected.We are subject to the cyc

112、lical nature of the semiconductor industry.Some of our end customers and other third-party agreements provide for joint or custom product development,which subjects us to anumber of risks,and any failure to execute on any of these arrangements could have a material adverse effect on our business,fin

113、ancial condition,and results of operations.The AI industry is subject to complex,evolving regulatory,statutory,and other requirements that may be difficult and expensive tocomply with and that could negatively impact our business.72025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/00011

114、9312525155270/d377490ds1.htm10/209Table of Contents The market for edge AI services and products is relatively new,and may decline or experience limited growth,and our business isdependent on our clients continuing adoption and use of our services and products.We have no manufacturing capabilities o

115、f our own.We are a fabless company,meaning that we do not own a semiconductor foundry,and we rely on a single third-party supplier for the fabrication of semiconductor wafers and on a limited number of suppliers of othermaterials,and the failure of any of our suppliers to provide us with wafers and

116、other materials on a timely basis would harm ourbusiness,financial condition,and results of operations.Our dependence on TSMC as our sole supplier of wafers exposes us to certain political,social,and economic risks that may harm ourbusiness.Raw material and engineered material availability and price

117、 fluctuations have in the past and may in the future increase the cost of oursolutions,impact our ability to meet customer commitments,and may adversely affect our business,financial condition,and results ofoperations.Our failure to comply with the Outbound Investment Security Program could subject

118、us to penalties and other adverse consequences.Changes in U.S.or foreign trade policies,including the imposition of tariffs,and other factors beyond our control may adverselyimpact our business and operating results.We are a global company,which subjects us to additional business risks,including log

119、istical and financial complexity,politicalinstability and currency fluctuations.We identified material weaknesses in our internal control over financial reporting,and we may experience additional materialweaknesses or otherwise fail to design and maintain effective internal control over financial re

120、porting.If we are unable to obtain,maintain and enforce patent protection for our current and future proprietary technology and inventions,orif the scope of the patent protection obtained is not sufficiently broad,our ability to compete successfully and our business,financialcondition,and results of

121、 operations could be adversely impacted.Implications of Being an Emerging Growth Company and Smaller Reporting CompanyWe are an“emerging growth company,”as defined in the Jumpstart Our Business Startups Act(the JOBS Act),enacted in April 2012.Weintend to take advantage of certain exemptions under th

122、e JOBS Act from various public company reporting requirements,including not beingrequired to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant toSection 404(b)of the Sarbanes-Oxley Act of 2002,as amended(the Sarbanes-Oxley Act),r

123、educed disclosure obligations regarding executivecompensation in our periodic reports and proxy statements,and exemptions from the requirements of holding a nonbinding advisory vote onexecutive compensation and any golden parachute payments not previously approved.In addition,an emerging growth comp

124、any can take advantage of an extended transition period for complying with new or revised accountingstandards.This provision allows an emerging growth company to delay the adoption of certain accounting standards until those standards wouldotherwise apply to private companies.We have elected to avai

125、l ourselves of this provision of the JOBS Act.As a result,we will not be subject tonew or revised accounting standards at the same time as other public companies that are not emerging growth companies.Therefore,ourconsolidated financial statements may not be comparable to those of companies that com

126、ply with new or revised accounting pronouncements as ofpublic company effective dates.82025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.htm11/209Table of ContentsWe will remain an emerging growth company and may take advantage of these exemptions until th

127、e earliest of:(i)the last day of the fiscalyear following the fifth anniversary of the consummation of this offering;(ii)the last day of the fiscal year in which we have total annual grossrevenue of at least$1.235 billion;(iii)the last day of the fiscal year in which we are deemed to be a“large acce

128、lerated filer”as defined in Rule12b-2 under the Securities Exchange Act of 1934,as amended(Exchange Act),which would occur if the market value of our common stock heldby non-affiliates exceeded$700.0 million as of the last business day of the second fiscal quarter of such year;or(iv)the date on whic

129、h we haveissued more than$1.0 billion in non-convertible debt securities during the prior three-year period.We are also a“smaller reporting company”as defined in the Exchange Act.We may continue to be a smaller reporting company even afterwe are no longer an emerging growth company.We may take advan

130、tage of certain of the scaled disclosures available to smaller reportingcompanies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held bynon-affiliates is less than$250.0 million measured on the last business day of our second fisc

131、al quarter,or our annual revenue is less than$100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than$700.0 million measured on the last business day of our second fiscal quarter.Corporate InformationWe were incorpor

132、ated in Delaware on January 20,2010 under the name Cubiq Microchip,Inc.,and in October 2012,changed our name toAmbiq Micro,Inc.Our principal executive offices are located at 6500 River Place Blvd.,Building 7,Suite 200,Austin,Texas 78730,and ourtelephone number is(512)879-2850.Our corporate website a

133、ddress is .Information contained on or accessible through ourwebsite is not a part of this prospectus and should not be relied on in determining whether to make an investment decision.The inclusion of ourwebsite address in this prospectus is an inactive textual reference only.Trademarks and Service

134、MarksWe use the Ambiq logo and other marks as trademarks in the United States and other countries.The Ambiq word mark and logos,SPOT,graphiqSPOT,neuralSPOT,turboSPOT,secureSPOT,Voice-on-SPOT,and VoS,among others,are registered trademarks of Ambiq Micro,Inc.Other trademarks and trade names are those

135、of their respective owners.This prospectus contains references to our trademarks and service marksand to those belonging to other entities.Solely for convenience,the trademarks and trade names referred to in this prospectus,including logos,artwork and other visual displays,may appear without the,or

136、SM symbols,but such references are not intended to indicate in any way that wewill not assert,to the fullest extent under applicable law,our rights or the rights of the applicable licensor to these trademarks and trade names.Wedo not intend our use or display of other entities trade names,trademarks

137、 or service marks to imply a relationship with,or endorsement orsponsorship of us by,any other entity.92025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.htm12/209Table of ContentsThe Offering Common stock offered by usshares Option to purchase additional s

138、haresshares Common stock to be outstanding after this offeringshares(shares if the underwriters exercise their over-allotment option infull)Use of proceedsWe estimate that the net proceeds to us from this offering will be approximately$million(or$million if the underwriters exercise their over-allot

139、ment option in full),based on an assumed initial public offering price of$per share(the midpoint of theprice range set forth on the cover page of this prospectus),and after deducting underwritingdiscounts and commissions and estimated offering expenses payable by us.We currently intend to use the ne

140、t proceeds from this offering primarily for generalcorporate purposes,including working capital,sales and marketing activities,productdevelopment,general and administrative matters,and capital expenditures,although we donot currently have any specific or preliminary plans with respect to the use of

141、proceeds forsuch purposes.We also may use a portion of the net proceeds to acquire complementarybusinesses,products,services,or technologies.However,we do not have agreements orcommitments for any specific acquisitions at this time.See“Use of Proceeds.”Dividend policyWe do not anticipate declaring o

142、r paying,in the foreseeable future,any cash dividends onour capital stock.See“Dividend Policy.”Risk factorsYou should read“Risk Factors”for a discussion of certain of the factors to considercarefully before deciding to purchase any shares of our common stock.ListingWe intend to apply to list our com

143、mon stock on the New York Stock Exchange under thesymbol“AMBQ.”Unless otherwise indicated,the number of shares of our common stock to be outstanding immediately after this offering is based onshares of common stock outstanding as of March 31,2025 on a pro forma basis,after giving effect to the adjus

144、tments set forth in footnote(2)to theconsolidated statement of operations data in“Summary Consolidated Financial Data”below,and excludes:up to 5,186,932 shares of our common stock issuable upon the vesting of restricted stock units(RSUs)outstanding under our 2020Equity Incentive Plan(the 2020 Plan)a

145、s of March 31,2025;61,795,893 shares of our common stock issuable upon the exercise of outstanding stock options under our 2010 Equity Incentive Plan(the 2010 Plan)and the 2020 Plan as of March 31,2025,with a weighted average exercise price of$0.38 per share;shares of our common stock issuable upon

146、the exercise of warrants to purchase our common stock outstanding as of March31,2025 at a weighted average exercise price of$per share that are not being exercised in connection with this offering;102025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.htm13/2

147、09Table of Contents shares of our common stock reserved for future issuance under our 2025 Equity Incentive Plan(the 2025 Plan),which willbecome effective as of immediately prior to the completion of this offering,as well as any automatic increases in the number of sharesof common stock reserved for

148、 future issuance under the 2025 Plan;and shares of our common stock reserved for future issuance under our 2025 Employee Stock Purchase Plan(the ESPP),whichwill become effective as of immediately prior to the completion of this offering,as well as any automatic increases in the number ofshares of co

149、mmon stock reserved for future issuance under the ESPP.Unless otherwise indicated,all information contained in this prospectus assumes or gives effect to:the automatic conversion of all 341,496,158 shares of our outstanding redeemable convertible preferred stock into an aggregate of356,423,629 share

150、s of our common stock,which will occur upon the closing of this offering;no exercise of the outstanding options or warrants described above;the issuance of shares of our common stock upon the exercise of warrants to purchase our common stock outstanding as ofMarch 31,2025 at a weighted average exerc

151、ise price of$per share that are being exercised in connection with this offering;the filing of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws upon theclosing of this offering;no exercise by the underwriters of their over-allotment option to

152、purchase up to additional shares of our common stock from usto cover over-allotments,if any;and a-for-reverse stock split of our outstanding common stock to be effected prior to the closing of this offering.112025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490d

153、s1.htm14/209Table of ContentsSUMMARY CONSOLIDATED FINANCIAL DATAThe summary consolidated statements of operations data presented below for the years ended December 31,2024 and 2023,and theconsolidated balance sheet data as of December 31,2024,are derived from our audited consolidated financial state

154、ments included elsewhere inthis prospectus.The unaudited summary consolidated statements of operations data presented below for the three months ended March 31,2025and 2024,and the summary condensed consolidated balance sheet data as of March 31,2025,are derived from our unaudited condensedconsolida

155、ted financial statements included elsewhere in this prospectus.Our unaudited interim condensed consolidated financial statements havebeen prepared on a basis consistent with our audited consolidated financial statements and,in the opinion of management,reflect all adjustments,consisting only of norm

156、al recurring adjustments,necessary for a fair presentation of the financial information set forth in those statements.Thefollowing summary consolidated financial data should be read together with“Managements Discussion and Analysis of Financial Condition andResults of Operations”and our consolidated

157、 financial statements and related notes included elsewhere in this prospectus.Our historical results arenot necessarily indicative of the results that may be expected for any period in the future,and our results for the three months ended March 31,2025 may not be indicative of results to be expected

158、 for the full year or any other period.Year endedDecember 31,Three months endedMarch 31,2024 2023 2025 2024 (in thousands,except share and per share data)(unaudited)Consolidated Statements of Operations Data:Net sales$76,067$65,537$15,732$15,210 Cost of sales 51,776 46,096 7,343 8,976 Gross profit 2

159、4,291 19,441 8,389 6,234 Operating expenses:Research and development 37,168 44,020 8,687 9,436 Sales,general and administrative 27,736 26,743 8,443 5,988 Total operating expenses 64,904 70,763 17,130 15,424 Loss from operations (40,613)(51,322)(8,741)(9,190)Other income,net 980 1,020 461 (204)Loss b

160、efore income taxes (39,633)(50,302)(8,280)(9,394)Provision for income taxes 28 30 4 5 Net loss$(39,661)$(50,332)$(8,284)$(9,399)Deemed dividend (2,724)(1,941)(375)Net loss attributable to common stockholders$(42,385)$(52,273)$(8,284)$(9,774)Net loss per share attributable to common stockholders(1):B

161、asic and diluted$(4.06)$(5.38)$(0.68)$(0.97)Weighted-average common stock outstanding(1):Basic and diluted 10,427,915 9,722,970 12,232,916 10,102,901 Pro forma net loss per share attributable to common stockholders(unaudited)(2):Basic and diluted$Pro forma weighted-average common stock outstanding(u

162、naudited)(2):Basic and diluted Comprehensive loss:Currency translation adjustment 319 (508)(30)150 Comprehensive loss:(39,342)(50,840)(8,314)(9,249)Deemed dividends (2,724)(1,941)(375)Comprehensive loss attributable to common stockholders$(42,066)$(52,781)$(8,314)$(9,624)Non-GAAP Financial Measures:

163、Non-GAAP net loss(3)$(28,607)$(39,213)$(5,217)$(8,180)Non-GAAP gross profit(3)$23,897$22,008$7,411$4,878 (1)See Notes 2 and 3 to our financial statements included elsewhere in this prospectus for a description of how we compute basic and diluted net loss per share of common stockand the number of sh

164、ares used in computing these amounts.122025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.htm15/209Table of Contents(2)Pro forma net loss per share and the pro forma weighted-average number of shares used in computation of the per share amount for the three

165、 months ended March 31,2025 havebeen computed to give effect to(i)the automatic conversion of all 341,496,158 shares of our outstanding redeemable convertible preferred stock into an aggregate of356,423,629 shares of our common stock,which will occur upon the closing of this offering,(ii)the issuanc

166、e of shares of our common stock upon the exercise ofwarrants to purchase our common stock outstanding as of March 31,2025 at a weighted average exercise price of$per share that are being exercised in connectionwith this offering,and(iii)the filing of our amended and restated certificate of incorpora

167、tion upon the closing of this offering.(3)We use non-GAAP net loss and non-GAAP gross profit,both non-GAAP financial measures,to help us make strategic decisions,establish budgets and operational goals formanaging our business,analyzing our financial results,and evaluating our performance.We present

168、 the non-GAAP financial measures non-GAAP net loss and non-GAAP grossprofit in this prospectus because we believe these non-GAAP financial measures provide additional tools for investors to use in comparing our core business and results ofoperations over multiple periods with other companies in our

169、industry,many of which present similar non-GAAP financial measures to investors.However,our presentation ofnon-GAAP net loss and non-GAAP gross profit may not be comparable to similarly titled measures reported by other companies due to differences in the way that thesemeasures are calculated.Non-GA

170、AP net loss and non-GAAP gross profit should not be considered as the sole measures of our performance and should not be considered inisolation from,or as a substitute for,net loss and gross profit calculated in accordance with GAAP.We define non-GAAP net loss as our net loss adjusted to exclude exp

171、enses not directly attributable to the performance of our operations,such as income taxes,depreciation andamortization,stock-based compensation expense,gain on nonmonetary transaction,severance costs,initial public offering(IPO)and other transaction costs and warrant valuation.Wedefine non-GAAP gros

172、s profit as our gross profit adjusted to exclude expenses not directly attributable to gross profit,such as depreciation and amortization,and stock-basedcompensation.Refer to the additional discussion under the subsection titled“Managements Discussion and Analysis of Financial Condition and Results

173、of OperationsNon-GAAPFinancial Measures.”The following tables reconcile the most directly comparable GAAP financial measure to each of these non-GAAP financial measures.Non-GAAP Net Loss:Year endedDecember 31,Three monthsended March 31,2024 2023 2025 2024 Net loss$(39,661)$(50,332)$(8,284)$(9,399)Ad

174、d:Income taxes 28 30 4 5 Depreciation and amortization 6,246 7,716 1,961 1,557 Stock-based compensation 5,174 2,623 851 551 Gain on nonmonetary transaction (1,600)(1,600)(1,600)Severance costs 706 481 706 IPO and other transaction costs 551 850 1,793 Warrant valuation (51)(581)58 Non-GAAP net loss$(

175、28,607)$(39,213)$(5,217)$(8,180)Non-GAAP Gross Profit:Year endedDecember 31,Three monthsended March 31,2024 2023 2025 2024 Gross profit$24,291$19,441$8,389$6,234 Add:Depreciation and amortization 850 2,420 562 214 Stock-based compensation 356 147 60 30 Gain on nonmonetary transaction (1,600)(1,600)(

176、1,600)Non-GAAP gross profit$23,897$22,008$7,411$4,878 132025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.htm16/209Table of Contents As of March 31,2025 Actual ProForma(1)Pro Forma AsAdjusted(2)(3)(in thousands)Balance Sheet Data:Cash and cash equivalents$

177、61,418$Working capital(4)68,421 Total assets 99,295 Warrant liability 170 Total liabilities 20,862 Redeemable convertible preferred stock 378,150 Accumulated deficit (328,534)Stockholders(deficit)equity (299,717)(1)The pro forma consolidated balance sheet data gives effect to the(i)automatic convers

178、ion of all 341,496,158 shares of our outstanding redeemable convertible preferred stockinto an aggregate of 356,423,629 shares of our common stock,which will occur upon the closing of this offering,and the related reclassification of the carrying value of ourredeemable convertible preferred stock to

179、 permanent equity upon the closing of this offering,(ii)the issuance ofshares of our common stock upon the exerciseof warrants to purchase our common stock outstanding as of March 31,2025 at a weighted average exercise price of$per share that are being exercised inconnection with this offering,and(i

180、ii)filing and effectiveness of our amended and restated certificate of incorporation upon the closing of this offering.(2)The pro forma as adjusted consolidated balance sheet data gives effect to(i)the pro forma items described in footnote(1)above,and(ii)the issuance and sale by us ofshares of commo

181、n stock in this offering,assuming an initial public offering price of$per share(the midpoint of the price range set forth on the cover page of thisprospectus),after deducting underwriting discounts and commissions and estimated offering expenses payable by us.(3)The pro forma as adjusted consolidate

182、d balance sheet data is illustrative only and will change based on the actual initial public offering price and other terms of this offeringdetermined at pricing.Each$1.00 increase(decrease)in the assumed initial public offering price of$per share would increase(decrease)each of our pro forma asadju

183、sted cash and cash equivalents,working capital,total assets and total stockholders(deficit)equity by$million,assuming the number of shares of common stockoffered by us,as set forth on the cover page of this prospectus,remains the same,and after deducting underwriting discounts and commissions and es

184、timated offering expensespayable by us.Similarly,each increase(decrease)of 1.0 million shares in the number of shares of common stock offered by us would increase(decrease)each of our pro formaas adjusted cash and cash equivalents,working capital,total assets and total stockholders(deficit)equity by

185、$million,assuming the assumed initial public offeringprice of$per share remains the same,and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.(4)Working capital is defined as total current assets less total current liabilities.See our consolidated

186、financial statements and related notes included elsewhere in this prospectus forfurther details regarding our current assets and current liabilities.142025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.htm17/209Table of ContentsRISK FACTORSInvesting in our

187、common stock involves a high degree of risk.You should carefully consider the risks and uncertainties described below,togetherwith all of the other information in this prospectus,including our audited consolidated financial statements and related notes and“ManagementsDiscussion and Analysis of Finan

188、cial Condition and Results of Operations,”before investing in our common stock.If any of the following risks arerealized,in whole or in part,our business,financial condition and results of operations could be materially and adversely affected.In that event,theprice of our common stock could decline,

189、and you could lose part or all of your investment.Additional risks and uncertainties not presently known to usor that we currently deem immaterial also may impair our business operation.Risks Related to Our BusinessWe have a history of net losses,and we may not achieve or maintain profitability in t

190、he future.We have incurred net losses and negative cash flows from operations since inception and we expect to continue to incur net losses and negativecash flows from operations for the foreseeable future,due in part to our continued investment in our business.We incurred a net loss of$8.3 million

191、and$9.4 million for the three months ended March 31,2025 and 2024,respectively,and$39.7 million and$50.3 million for the years ended December 31,2024 and 2023,respectively,and had an accumulated deficit of$328.5 million and$320.3 million as of March 31,2025 and December 31,2024,respectively.We expec

192、t our costs to increase in future periods as we continue to expend substantial resources on research and development,expansioninto new markets,marketing and general administration(including expenses related to being a public company).The net losses we incur may fluctuatesignificantly from quarter to

193、 quarter.Our long-term success is dependent upon our ability to generate increased revenue,obtain additional capital when needed and,ultimately,toachieve and maintain profitable operations.We will need to generate significant additional revenue and successfully manage our research anddevelopment and

194、 other expenses to achieve and maintain profitability.It is possible that we will not achieve profitability or that,even if we do achieveprofitability,we may not maintain or increase profitability in the future.Our failure to achieve or maintain profitability could negatively impact ourstock price.W

195、e depend on a limited number of end customers for most of our revenue.The loss of,or a significant reduction in orders from our key endcustomers that are not replaced by other orders from new or existing customers,would significantly reduce our revenue and adversely impact ourbusiness,financial cond

196、ition and results of operations.Our largest end customer historically has accounted for a large portion of our sales,representing approximately 38%of our net sales for the threemonths ended March 31,2025.A different end customer accounted for approximately 28%of our net sales for the three months en

197、ded March 31,2024.Two other single end customers directly or indirectly accounted for more than 10%of our net sales in the three months ended March 31,2025.Inaddition,our top ten customers accounted for approximately 98%of our total net sales for each of the three months ended March 31,2025 and 2024

198、.Webelieve that our operating results for the foreseeable future will continue to depend to a significant extent on sales attributable to certain end customers.In addition,historically,our sales were significantly concentrated with end customers in Mainland China.For example,in 2023,66%of our netsal

199、es were to end customers in Mainland China,as compared to 50%in 2024.Given geopolitical concerns,subsidized competitors creating a pricesensitive environment in Mainland China and our desire to service market segments outside of consumer wearable products,we have focused ourmanagement and sales effo

200、rts toward other critical geographies.As a result,we expect to continue to experience a substantial shift over the next year inour underlying customer concentration,as we seek to reduce our sales to customers located in Mainland China.However,there can be no assurance thatwe will be successful in ou

201、r efforts to replace the revenue that we foresee from our end customers in Mainland China.152025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.htm18/209Table of ContentsWhile we anticipate revenue attributable to our top end customers will fluctuate from pe

202、riod to period and expect to reduce our concentration ofrevenue from Mainland China,we expect to remain dependent on a small number of end customers for a meaningful portion of our revenue for theforeseeable future.If our end customers were to choose to reduce their orders or cease to order products

203、 from us or if our relationships with our endcustomers or our distributors are disrupted for any reason and we are unable to replace those orders with orders from new or existing end customers,there could be a significant negative impact on our business.Any reduction in sales attributable to our lar

204、gest end customers would have a significantand disproportionate impact on our business,financial condition and results of operations.We do not have long-term commitments from our end customers,and our end customers may cease purchasing our products at any time.We sell our products to our end custome

205、rs direct or through distributors and channel partners on a purchase order basis.While we do havecancellation and reschedule terms established with our distribution and channel partners,our end customers do not have any minimum or bindingpurchase obligations to us under these purchase orders and ord

206、ers may be cancelled,reduced or rescheduled with little or no notice and without penalty.Cancellations of orders could result in the loss of anticipated sales without allowing us sufficient time to reduce our inventory and operating expenses.Inaddition,changes in forecasts or the timing of orders fr

207、om our end customers expose us to the risks of inventory shortages or excess inventory.This inturn could cause our operating results to fluctuate.Certain distributor contracts do include variable consideration,such as limited price protection,returnand stock rotation provisions,while direct customer

208、 contracts include general right of return provisions.These provisions require us to make judgmentsbased on past experience and other factors.Our judgments may not be correct and our reserves in respect of these provisions may be inadequateresulting in our having to record unanticipated charges in a

209、 particular period.Our end customers,or the distributors or channel partners through which we sell to these end customers,may choose to use solutions in additionto ours,use different solutions altogether,or develop in-house solutions that compete directly with our solutions,which could affect our en

210、d customersfuture purchasing decisions.In addition,the inability of our end customers or their contract manufacturers to obtain sufficient supplies of third-partycomponents used with our products could result in a decline in the demand for our products and a loss of sales.Any of these events could s

211、ignificantlyharm our business,financial condition and results of operations.In addition,if our distributors relationships with our end customers,including ourlarger end customers are disrupted due to our inability to deliver products and solutions in sufficient quantities or in a timely manner,or fo

212、r any otherreason,our end customers may cancel their purchase orders at any time,and there could be a significant negative impact on our business,financialcondition and results of operations.Our end customers regularly evaluate alternative suppliers in order to diversify their supplier bases,which i

213、ncreases their negotiating leveragewith us and protects their ability to secure similar solutions.We believe that any expansion of our end customers supplier bases could have an adverseeffect on the prices we are able to charge and volume of product that we are able to sell to our end customers,whic

214、h would negatively affect ourbusiness,financial condition and results of operations.For example,sales in Mainland China decreased$5.1 million in 2024 in part due to pricingpressures from local competitors,which resulted in our selling two of our products at substantial discounts in order to liquidat

215、e inventories that weremanufactured principally for sale in Mainland China.Any reduction in sales attributable to our end customers,and in particular our largest endcustomers,would have a significant impact on our business,financial condition and results of operations.The nature of the design win pr

216、ocess requires us to incur expenses without any guarantee that research and development efforts will generatematerial revenue,which could adversely affect our business,financial condition and results of operations.We focus on winning competitive bid selection processes,resulting in“design wins,”to d

217、evelop solutions for use in our end customers products.These lengthy selection processes may require us to incur significant 162025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.htm19/209Table of Contentsexpenditures and dedicate significant engineering res

218、ources to the development of new solutions without any assurance that we will achieve designwins.If we incur such expenditures but fail to be selected in the bid selection process,our business,financial condition and results of operations may beadversely affected.Further,because of the significant c

219、osts associated with qualifying new suppliers,end customers might use products or solutions thatare functionally equivalent or that offer additional features from existing suppliers across a number of similar and successor products or solutions for alengthy period of time.As we develop and introduce

220、 new solutions,we face the risk that end customers may not value or be willing to bear the cost ofincorporating these newer solutions into their end products,particularly if they believe their end users are satisfied with prior offerings.Regardless ofthe improved features or superior performance of

221、the newer solutions,end users may be unwilling to adopt our new solutions due to suchimplementation hurdles,or design or pricing constraints.As a result,if we fail to secure an initial design win for any of our solutions to any particularend customer,we may lose the opportunity to make future sales

222、of those solutions to that end customer for a significant period of time or at all,and wemay also experience an associated decline in revenue relating to those components.Failure to achieve initial design wins may also weaken our positionin future competitive selection processes,which would harm our

223、 business,financial condition and results of operations.Moreover,even if we achieveinitial design wins with end customers,our end customers are not contractually obligated to purchase products from us in connection with such designwins.Failure to adjust our inventory due to changing market condition

224、s or failure to accurately estimate our end customers demands could adverselyaffect our revenue and could result in charges for obsolete or excess inventories.We make significant decisions,including determining the levels of business that we will seek,and accept production schedules,levels of relian

225、ceon outsourced contract manufacturing,personnel needs and other resource requirements,based on our estimates of end customer requirements.The lackof long-term commitments by our end customers and the possibility of rapid changes in demand for their products reduce our ability to accuratelyestimate

226、future requirements of our end customers.On occasion,our end customers may require rapid increases in production,which can challenge ourresources.We may not have sufficient third-party wafer fabrication capacity at any given time to meet our end customers demands.Conversely,downturns in the end mark

227、ets that our end customers serve have in the past caused and may in the future cause our end customers to significantly reducethe quantities of our products or solutions they order from us.In addition,we base many of our operating decisions,and enter into purchase commitments,on the basis of anticip

228、ated revenue trends which arehighly unpredictable.Certain of our design service agreements and purchase commitments are non-cancelable,and in some cases we may be required torecognize charges representing minimum commitments which exceed our actual requirements.These types of commitments and agreeme

229、nts reduce ourability to adjust our inventory to address declining market demands.If demand for our solutions is less than we expect,we may experience additionalexcess and obsolete inventory and be forced to incur charges for write-offs.If revenues in future periods fall substantially below our expe

230、ctations,or ifwe fail to accurately forecast changes in demand mix,we could again be required to record substantial charges for obsolete or excess inventory ornon-cancelable purchase commitments.During a market upturn,we may not be able to purchase sufficient supplies or components to meet the incre

231、asing demand for our solutions,whichcould prevent us from taking advantage of business opportunities.In addition,a supplier could discontinue production of a component necessary for ourproducts,extend lead times,limit supply or increase prices due to capacity constraints or other factors.Our failure

232、 to adjust our supply chain volume,secure sufficient supply from our third-party vendors,including our semiconductor wafer suppliers,or estimate our end customers demand could have amaterial adverse effect on our business,financial condition and results of operations.Furthermore,the risks described

233、above have been and may be further amplified by global supply chain constraints and other macroeconomicconditions,including rising interest rates,higher rates of inflation,higher costs of fuel and 172025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.htm20/2

234、09Table of Contentstransportation,potential resulting logistics delays,market volatility,and impacts of global conflicts,such as the ongoing Russia-Ukraine and Israel-Hamas conflicts on international trade and the economy generally,all of which could have a material adverse impact on our business,fi

235、nancial conditionand results of operations.Decreases in average selling prices of our products and increases in input costs may reduce our gross margins.The market for our products is generally characterized by declining average sale prices(ASP)resulting from factors such as increasedcompetition,the

236、 introduction of new products and increased unit volumes.We anticipate that ASPs for legacy products may decrease in the future inresponse to the introduction of new products by us or our competitors,or due to other factors,including pricing pressures from our end customers.We typically conduct pric

237、ing negotiations for our existing products with our largest end customers.In order to achieve and sustain profitableoperations,we must continually reduce costs for our existing products and also develop and introduce new products with enhanced features on a timelybasis that can be sold initially at

238、higher ASPs.Failure to do so could cause our revenue and gross margins to decline,which would negatively affect ourbusiness,financial condition and results of operations and could significantly harm our business.In addition,in connection with the significant increasein semiconductor demand and suppl

239、y shortages in recent years,the cost of certain materials used to manufacture our products,including forsemiconductor wafers,has increased as demand has outpaced supply.We may be unable to reduce the cost of our products sufficiently to enable us tocompete with others.Our cost reduction efforts may

240、not allow us to keep pace with competitive pricing pressures and the increased cost of certainmaterials,such as semiconductor wafers and other raw materials,and could adversely affect our gross margins.We maintain a relatively smallinfrastructure of facilities and human capital in certain locations

241、around the world and,as a result,have limited ability to reduce our operating costs.Accordingly,in order to remain competitive,we must continually reduce the cost of manufacturing and assembling our products through design andengineering changes.We cannot assure you that we will be successful in red

242、esigning our products and bringing redesigned products or solutions to themarket in a timely manner,or that any redesign will result in sufficient cost reductions to allow us to reduce the price of our products to remaincompetitive or maintain or improve our gross margins.To the extent we are unable

243、 to reduce the prices of our products and remain competitive,ourrevenue will likely decline,resulting in further pressure on our gross margins,which could have a material adverse effect on our business,financialcondition and results of operations and our ability to grow our business.If we fail to pe

244、netrate new markets or introduce new capabilities into our solutions,or otherwise execute our business strategy,our revenue andfinancial condition would be harmed.Most of our revenue is generated from SoCs,bundled with software and various other solutions that combine 32-bit MCUs with wirelessconnec

245、tivity and additional circuitry,such as graphics processing units,serial interfaces,analog-to-digital interfaces,and more.In the future,we believewe can expand our solutions into embedded application processors and dedicated AI processors.We generate the majority of our revenue from thepersonal devi

246、ces market.We believe that our future revenue growth,if any,will significantly depend on our ability to expand or further penetrateexisting markets,such as medical/healthcare,industrial edge and smart homes and buildings,as well as expand into new markets such as automotive anddata center and comput

247、ing.In addition,we believe that our future revenue growth,if any,will significantly depend on our ability to develop dedicatedprocessor units purpose-built for AI in the future.Each of these new or growth markets presents distinct and substantial risks and,in many cases,requires us to develop new fu

248、nctionality orsoftware to address the particular requirements of that market.We anticipate that as we continue to move into new markets,we will likely facecompetition from larger competitors with greater resources and more history in these markets.If any of these markets do not develop as we current

249、lyanticipate,or if the development of such markets is delayed or impacted by factors outside of our control,such as global conflicts,including the ongoingRussia-Ukraine and Israel-Hamas conflicts or other macroeconomic conditions,182025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/0001

250、19312525155270/d377490ds1.htm21/209Table of Contentsor if we are unable to penetrate any of these markets successfully with our solutions,our revenue could decline,and our financial condition would benegatively impacted.Some of these markets are primarily served by only a few large,multinational OEM

251、s and ODMs with substantial negotiatingpower relative to us and,in some instances,with internal solutions that are competitive to ours.Meeting the technical requirements and securing design wins with any of the participants in these markets will require a substantial investment ofour time and resour

252、ces and we cannot assure you that we will secure design wins from these or other companies,that we will achieve meaningfulrevenue from the sales of our solutions into these markets,or that any revenue generated from these design wins will outweigh the costs of developingthese designs.If we fail to p

253、enetrate these or other new markets we are targeting,our business,financial condition and results of operations would likelysuffer.Moreover,even if we are successful in winning competitive bid selection processes in these new markets,it will likely take longer to generaterevenue from such design win

254、s than in our current markets.We may also,in the future,seek to penetrate markets in new geographies.Certain of the markets we expect to target have higher barriers to entry,are more heavily regulated or favor domestic production.If we fail to penetrate these or other new markets we are targeting,or

255、 expend time andresources on entering these markets,but fail to generate sufficient revenue in such new geographies,our business,financial condition and results ofoperations would likely suffer.We also plan to develop SPOT into an IP and chip development platform to make it easier for other companie

256、s to license or partner with us toincorporate SPOT into their own solutions.There is no guarantee that our efforts to develop SPOT into a licensing or partnership platform will succeed,in which case the proliferation of our SPOT platform into certain markets(e.g.,data center markets)is likely to be

257、limited.If we are unable to manage our growth effectively,we may not be able to execute our business plan and our business,financial condition and resultsof operations could suffer.In order to succeed in executing our business plan,we will need to manage our growth effectively as we make significant

258、 investments in researchand development and sales and marketing,and expand our operations.If our revenue does not increase to offset these increases in our expenses,we maynot achieve or maintain profitability in future periods.To manage our growth effectively,we must continue to expand our operation

259、s,engineering,accounting and finance,internal management,and other systems,procedures,and controls.This may require substantial managerial and financialresources,and our efforts may not be successful.Any failure to successfully implement systems enhancements and improvements will likely have anegati

260、ve impact on our ability to manage our expected growth,as well as our ability to ensure uninterrupted operation of key business systems andcompliance with the rules and regulations applicable to public companies.If we are unable to manage our growth effectively,we may not be able to takeadvantage of

261、 market opportunities or develop new solutions,and we may fail to satisfy end customer product or support requirements,maintain thequality of our solutions,execute our business plan or respond to competitive pressures,any of which could negatively affect our business,financialcondition and results o

262、f operations.We continue to invest in research and development efforts for several new markets.If we are unable to commercialize these technologies,ourbusiness,financial condition and results of operations could be negatively affected.The semiconductor industry requires substantial investment in res

263、earch and development in order to bring to market new and enhanced solutions.Our research and development expense was$8.7 million and$9.4 million for the months ended March 31,2025 and 2024,respectively.We expect toincrease our research and development expenditures as compared to prior periods as pa

264、rt of our strategy to focus on the development of new solutions,such as Apollo6,Atomiq,SoCs variants within existing Apollo families,as well as further penetration of existing markets,such as medical/healthcare,industrial edge and smart homes and buildings,and 192025/7/4 08:50S-1https:/www.sec.gov/A

265、rchives/edgar/data/1500412/000119312525155270/d377490ds1.htm22/209Table of Contentsexpansion into new markets such as automotive and data center and computing.We are unable to predict whether we will have sufficient resources toachieve the level of investment in research and development required to

266、remain competitive.For example,development of our solutions usingsub-threshold and near-threshold designs at 0.4 volts,0.5 volts,or 0.6 volts costs significantly more than development at the standard 0.8 volts or 0.9volts.This added development cost could prevent us from being able to maintain a tec

267、hnological advantage over larger competitors that havesignificantly greater resources to invest in research and development.In addition,we cannot assure you that the technologies which are the focus of ourresearch and development expenditures will become commercially successful or generate any reven

268、ue.If we incur increased research and developmentcosts that do not result in revenue generation,our business,financial condition and results of operations would be adversely affected.Our products are complex and may contain flaws which could lead to product liability,an increase in our costs and/or

269、a reduction in our revenue.Our products are complex and may contain software or hardware errors or defects(collectively,flaws),particularly when first introduced andwhen new versions are released.Our products are increasingly designed and integrated into more complex products,including higher levels

270、 of softwareand hardware integration in modules and system-level solutions and/or include elements provided by third parties which further increase the risk offlaws.We rely primarily on our in-house testing personnel to design test operations and procedures to detect any flaws or vulnerabilities pri

271、or to deliveryof our products to our end customers.Should challenges occur in the operation or performance of our products,we may experience delays in meeting key introduction dates orscheduled delivery dates to our end customers.These flaws could also cause significant re-engineering costs,diversio

272、n of our engineering personnelsattention from our product development efforts,and significant end customer relations and business reputation problems.Any unforeseen andundetected flaws could result in refunds,replacement,recall or other liability.Any of the foregoing could impose substantial costs a

273、nd harm ourbusiness.Product liability,data breach or cybersecurity liability claims may be asserted with respect to our products.Many of our solutions focus onsecurity,storage,wireless connectivity,advanced graphics,and AI processing,which may make them particularly susceptible to cyberattacks.Anund

274、etected flaw,failure or vulnerability in our products could cause failure in our end customers products,and we could face claims for damages thatare disproportionately higher than the revenue we receive from the components involved,as our products are typically sold at prices that aresignificantly l

275、ower than the cost of the end products into which they are incorporated.Furthermore,product liability risks are particularly significantwith respect to any smart home and automotive applications because of the risk of serious harm to users of these end products.There can be noassurance that any insu

276、rance or associated warranty liabilities we maintain will sufficiently protect us from such claims.We compete against companies that have significantly greater resources and broader product lines than we do,and we may also face competitionfrom other technological approaches to low power.The semicond

277、uctor industry is highly competitive and many of our direct and indirect competitors have substantially greater financial,technological,manufacturing,marketing,and sales resources than we do.Consolidation in our industry may increasingly mean that our competitors have greater resources,including the

278、 ability to attract qualifiedemployees or pass along higher cost components into product prices,that could put us at a competitive disadvantage.We currently compete directly withnumerous large MCU vendors,such as Infineon,Microchip,NXP,Renesas,Silicon Laboratories,STMicroelectronics,Texas Instrument

279、s,and others.Inaddition,we also compete with connectivity players such as Dialog Semiconductor(now Renesas),Nordic Semiconductor,Synaptics,and Telink orconnected processor platform players,such as Qualcomm.Competition from these companies may intensify as we offer more solutions in our existingend m

280、arkets or expand into new end markets.We also face competition from emerging companies.202025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.htm23/209Table of ContentsThere is no guarantee that our approach to low power will remain competitive.Our SPOT platf

281、orm enables devices to consume two to five timesless power than traditional technologies at the same manufacturing geometries.However,low power can be achieved using other,diversifiedtechnological approaches.There is the possibility that novel,unique approaches to low power emerge that surpass the c

282、apabilities of our technology andproduce solutions that are more efficient,more cost effective,or both.Should this happen,our financial results would likely suffer.In addition,from time to time,governments may provide subsidies or make other investments that could give competitive advantages to many

283、semiconductor companies.For example,in August 2022,the United States enacted the U.S.CHIPS and Science Act of 2022(the CHIPS Act),which,among other things,provides funding to increase domestic production and research and development in the semiconductor industry.Because we operatea fabless business

284、model,we do not believe we will be eligible for such investments from the government.Many of our competitors may benefit fromthe investments,which will help increase their production capacity,shorten their lead time and gain market share.These competitive pressures couldmaterially and adversely affe

285、ct our business,financial condition and results of operations.We are subject to the cyclical nature of the semiconductor industry.The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change,rapid product obsolescence,priceerosion,evolving standards,s

286、hort product life cycles,and wide fluctuations in product supply and demand.Historically,the industry experiencedsignificant downturns during global recessions.These downturns have been characterized by diminished demand,production overcapacity,highinventory levels,and accelerated erosion of average

287、 selling prices.Furthermore,any significant upturn in the semiconductor industry could result inincreased competition for access to third-party wafer fabrication and assembly capacity.We are dependent on the availability of this capacity tomanufacture and assemble our products and we can provide no

288、assurance that adequate capacity will be available to us in the future.Any downturns orupturns in the semiconductor industry could harm our business,financial condition and results of operations.We depend on agreements with third party developers and licensors in order to satisfy certain end custome

289、r requirements,which subjects us to anumber of risks,and any failure to execute on any of these arrangements could have a material adverse effect on our business,financial conditionand results of operations.We have entered into development,product collaboration and technology licensing arrangements

290、with third parties,such as ARM Limited andCadence Design Systems,Inc.,and we expect to enter into new arrangements of these kinds from time to time in the future.These agreements aretypically non-exclusive contracts provided under royalty-accruing or paid-up licenses.While we do not believe our busi

291、ness is dependent to anysignificant degree on any individual third-party license,we expect to continue to use and may license additional third-party technology for our solutions.These agreements may increase risks for us,such as the risks related to timely delivery of new products,risks associated w

292、ith the ownership of theintellectual property developed,risks that such activities may not result in products that are commercially successful or available in a timely fashion,risks that third parties involved may abandon or fail to perform their obligations related to such agreements,and risks that

293、 certain technologies providedunder such arrangements may not continue to be available on reasonable terms or at all.Any failure to timely develop commercially successful productsunder such arrangements as a result of any of these and other challenges could have a material adverse effect on our busi

294、ness,financial condition andresults of operations.If our information technology systems or data,or those of third parties,such as vendors and suppliers,with whom we work,are or werecompromised,we could experience adverse consequences resulting from such compromise,including but not limited to regula

295、tory investigations oractions;litigation;fines and penalties;disruptions of our business operations;reputational harm;loss of revenue or profits;loss of customers orsales;and other adverse consequences.In the ordinary course of our business,we and the third parties with whom we work,routinely collec

296、t,receive,store,use,handle,transfer,disclose,make accessible,protect,secure,dispose of,transmit,share and 212025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.htm24/209Table of Contentsotherwise process proprietary,confidential,and sensitive data,including

297、intellectual property,trade secrets,proprietary technology and informationabout our business customers,suppliers and partners,and proprietary technology and information owned by our customers(collectively,sensitiveinformation).We rely upon third party service providers and technologies to operate cr

298、itical business systems to process sensitive information in avariety of contexts,including,without limitation,third party providers of cloud-based infrastructure,encryption and authentication technology,employee email,content delivery to customers,and other functions.Our ability to monitor these thi

299、rd parties information security practices is limited,and these third parties may not have adequate information security measures in place.Any of the previously identified or similar threats could cause a cybersecurity incident or other interruption,which could result in unauthorized,unlawful,or acci

300、dental acquisition,modification,destruction,loss,alteration,encryption,disclosure of,or access to our sensitive information or ourinformation systems,or those of the third parties with whom we work.Further,a cybersecurity incident or other interruption could disrupt our ability(and that of third par

301、ties with whom we work)to provide our solutions.We,and the third parties with whom we work,are subject to a variety of evolving cybersecurity-related threats.While we have implementedvarious controls and defenses designed to prevent cybersecurity incidents,cybersecurity attacks and threats have cont

302、inued to become more prevalentand sophisticated.These threats are constantly evolving,making it increasingly difficult to successfully defend against or implement adequatepreventive measures.Geopolitical tensions or conflicts have in the past led to,and may in the future lead to,increased risk of cy

303、bersecurity attacks.Notwithstanding defensive measures,experienced programmers,hackers,state actors,or others may be able to penetrate our security controls,or thoseof our vendors,suppliers,or customers,through attacks such as,but not limited to,social-engineering attacks(including through deep fake

304、s,which maybe increasingly more difficult to identify as fake,and phishing attacks),malicious code(such as viruses and worms),malware(including as a result ofadvanced persistent threat intrusions),denial-of-service attacks,access attacks,credential stuffing,credential harvesting,personnel misconduct

305、 or error,ransomware attacks,supply-chain attacks,software bugs,server malfunctions,software or hardware failures,loss of data or other informationtechnology assets,adware,telecommunications failures,earthquakes,fires,floods,attacks enhanced or facilitated by AI,and other similar threats.Ransomware

306、attacks,including those launched by organized criminal threat actors,nation-states,and nation-state-supported actors,are becomingincreasingly prevalent and severe and can lead to significant interruptions in our operations,ability to provide our solutions,loss of sensitive data andincome,reputationa

307、l harm,and diversion of funds.Extortion payments may alleviate the negative impact of a ransomware attack,but we may beunwilling or unable to make such payments due to,for example,applicable laws or regulations prohibiting such payments.Similarly,supply-chainattacks have increased in frequency and s

308、everity,and we cannot guarantee that third parties and infrastructure in our supply chain or our third partypartners supply chains have not been compromised or that they do not contain exploitable flaws or bugs that could result in a breach of or disruption toour information technology systems(inclu

309、ding our solutions or the third party information technology systems that support us and our solutions).We areincorporated into the supply chain of a large number of companies worldwide and,as a result,if our products are compromised,a significant number ofsuch companies and their data could be simu

310、ltaneously affected.The potential liability and associated consequences we could suffer as a result of such alarge-scale event could be catastrophic and result in irreparable harm.The growth of our remote workforce,and the increase in remote workingarrangement by our vendors and other third parties,

311、poses increased risks to our information technology systems and data privacy,as more of ouremployees,and those of our vendors and other third parties,utilize network connections,computers and devices outside our premises or network,including working at home,while in transit and in public locations.F

312、uture or past business transactions(such as acquisitions or integrations)could also expose us to additional cybersecurity risks and vulnerabilities,as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities systems and technologies.Furthermore,we maydis

313、cover cybersecurity issues that were not found during due diligence of such acquired or integrated entities,and it may be difficult to integratecompanies into our information technology environment and cybersecurity program.222025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/0001193125

314、25155270/d377490ds1.htm25/209Table of ContentsWhile we have implemented security measures designed to protect against cybersecurity incidents,there can be no assurance that these measureswill be effective.We take steps designed to detect,mitigate,and remediate vulnerabilities in our information tech

315、nology systems,products and solutions(including technologies from third parties with whom we work),but we may not be able to detect,mitigate,and remediate all such vulnerabilities.Wehave not always been able in the past and may be unable in the future to detect vulnerabilities in our information tec

316、hnology systems(including oursolutions)because such threats and techniques change frequently,are often sophisticated in nature,and may not be detected until after a security incidenthas occurred.Despite our efforts,there can be no assurances that these vulnerabilities mitigation measures will be eff

317、ective.Further,we may experiencedelays in developing and deploying remedial measures and patches designed to address any such identified vulnerabilities.and vulnerabilities in ourinformation technology system could be exploited and result in a cybersecurity incident.We have in the past,and may in th

318、e future,expend significant resources or modify our business activities to try to protect against cybersecurityincidents.Certain data privacy and cybersecurity obligations may,and could in the future,require us to implement and maintain specific securitymeasures,industry-standard or reasonable cyber

319、security measures to protect our information technology systems and sensitive information.Applicabledata privacy and cybersecurity obligations may require us,or we may voluntarily choose,to notify relevant stakeholders,including affected individuals,customers,regulators,and investors,of cybersecurit

320、y incidents.Such disclosures and related actions can be costly,and the disclosure or the failure tocomply with such applicable requirements could lead to adverse consequences.If we(or a third party with whom we work with)experience acybersecurity incident or are perceived to have experienced a cyber

321、security incident,we may experience adverse consequences.These consequencesmay include:government enforcement actions(for example,investigations,fines,penalties,audits,and inspections),additional reporting requirementsand/or oversight,restrictions on processing sensitive information(including person

322、al data),litigation(including class-action claims),indemnificationobligations,negative publicity,reputational harm,monetary fund diversions,interruptions in our operations(including availability of data),financialloss,and other similar harms.Moreover,any such compromise of our information technology

323、 systems could result in the misappropriation orunauthorized publication of our confidential business or proprietary information,including trade secrets,or that of other parties with which we dobusiness,an interruption in our operations,the unauthorized transfer of cash or other of our assets,the un

324、authorized release of customer or employeedata or a violation of privacy or other laws.Cybersecurity incidents and attendant consequences may cause customers to stop using our solutions,deternew customers from using our solutions,and negatively impact our ability to grow and operate our business.We

325、must commit significant resources to ensuring that we develop secure technology,solutions and related devices.The process of ensuring thesecurity of new technology is complex and uncertain,and if we fail to secure these devices,we could face government enforcement actions,litigation(including class

326、claims),indemnification obligations,negative publicity,reputational harm,monetary fund diversions,interruptions in our operations,financial loss,and other similar harms.Our contracts may not contain limitations of liability,and even where they do,there can be no assurance that limitations of liabili

327、ty in ourcontracts are sufficient to protect us from liabilities,damages,or claims related to our data privacy and cybersecurity obligations.Additionally,ourinsurance coverage may be inadequate,and a large data privacy or cybersecurity-related incident claim may exceed our coverage and/or prevent us

328、 fromgetting coverage in the future.We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilitiesarising out of our data privacy and cybersecurity practices,that such coverage will continue to be available on commercially reasonable terms

329、or at all,or that such coverage will pay future claims.In addition to experiencing a cybersecurity incident,third parties may gather,collect,or infer sensitive information about us from public sources,data brokers,or other means that reveals competitively sensitive details about our organization and

330、 could be used to undermine our competitiveadvantage or market position.232025/7/4 08:50S-1https:/www.sec.gov/Archives/edgar/data/1500412/000119312525155270/d377490ds1.htm26/209Table of ContentsOur estimate of the market size for our solutions may prove to be inaccurate,and even if the market size i

331、s accurate,we cannot ensure that we willserve a significant portion of the market.Our estimate of the market size for our solutions that we have provided in this prospectus,sometimes referred to as total addressable market(TAM),is subject to significant uncertainty and is based on assumptions and es

332、timates,including our internal analysis and industry experience and third-party data,which may be inaccurate.These estimates are,in part,based upon the size of the markets and geographies we target and an estimated rangeof prices for our current solutions and future development plans.Our ability to

333、serve a significant portion of this estimated market is subject to manyfactors,including our success in implementing our business strategy and ability to maintain our product pricing levels,which are subject to many risksand uncertainties.Moreover,in order to address the entire TAM we have identified,we must continue to enhance and add to our existing markets and introduce oursolutions to new mark