Astera Labs Inc 2024年度报告

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2024OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Astera Labs, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation ororganization) (I.R.S. Employer Identification No.) 2901 Tasman Drive, Suite 205,Santa Clara,CA 95054(Address of Principal Executive Offices)(Zip Code) (408) 766-3806(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act.Yes o No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section15(d) of the Act.Yes o No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.Yes x No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company"in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes o No x The aggregate market value of the common stock held by non-affiliates of the registrant, based on theclosing price of $60.50 per share of the registrant’s common stock on June 28, 2024, the last businessday of the registrant’s most recently completed second fiscal quarter, as reported by the Nasdaq StockMarket LLC on such date, was $6.6 billion. On January 31, 2025, there were 162,153,472 shares of the Registrant’s Common Stock, $0.0001 parvalue, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of Part III of this Form 10-K are incorporated by reference from the registrant’s definitive proxystatement for its 2025 annual meeting of shareholders, which will be filed with the Securities andExchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K. Exceptwith respect to information specifically incorporated by reference in this Form 10-K, the proxy statement isnot deemed to be filed as part of this Form 10-K. Table of Contents Table of Contents Page Part I Item 1. Business1Item 1A. Risk Factors6Item 1B. Unresolved Staff Comments36Item 1C. Cybersecurity36Item 2. Properties36Item 3. Legal Proceedings37Item 4. Mine Safety Disclosures37 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities38Item 6. [Reserved]39Item 7. Management's Discussion and Analysis of Financial Condition and Resultsof Operations40Item 7A. Quantitative and Qualitative Disclosures About Market Risk52Item 8. Financial Statements and Supplementary Data53Item 9. Changes in and Disagreements With Accountants on Accounting andFinancial Disclosure81Item 9A. Controls and Procedures81Item 9B. Other Information82Item 9C. Disclosure Regardi