Ambiq Micro Inc美股招股说明书(2025-07-31版)

This is the initial public offering of shares of common stock of Ambiq Micro, Inc. We are offering shares of our common stock. No public marketcurrently exists for our shares. The initial public offering price will be $24.00 per share. We have been approved to list our common stock 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 reduced public company reportingrequirements. Investing in our common stock involves risks. See “Risk Factors” beginning on page16. PerShareTotalInitial public offering price$24.00$96,000,000Underwriting discounts and commissions(1)$1.68$6,720,000Proceeds to Ambiq Micro, Inc. before expenses$22.32$89,280,000 (1)See “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters the right to purchase up to 600,000 additional shares of common stock from us, solely to cover over-allotments,if any. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. The underwriters expect to deliver the shares of common stock to purchasers on or about July31, 2025. BofA Securities UBSInvestmentBank Needham & Company Stifel Table of Contents TABLE OF CONTENTS Page11113165658606162646682100PageEXECUTIVE COMPENSATION109CERTAIN RELATIONSHIPS AND RELATED PARTYTRANSACTIONS121PRINCIPAL STOCKHOLDERS125DESCRIPTION OF CAPITAL STOCK128SHARES ELIGIBLE FOR FUTURE SALE134CERTAIN MATERIAL U.S. FEDERAL INCOME TAXCONSEQUENCES TONON-U.S.HOLDERS OF OURCOMMON STOCK136UNDERWRITING140LEGAL MATTERS151EXPERTS151WHERE YOU CAN FIND ADDITIONAL INFORMATION152INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 PROSPECTUS SUMMARYTHE OFFERINGSUMMARY CONSOLIDATED FINANCIAL DATARISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKINGSTATEMENTSINDUSTRY AND MARKET DATAUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONDILUTIONMANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OFOPERATIONSBUSINESSMANAGEMENT Through and including August23, 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 obligation 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 prospectus 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 relating 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. Table of Contents PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and 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 statements 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 Mission Our mission is to enable intelligence (artificial intelligence (AI) and beyond) everywhere by delivering the lowest power semiconductorsolutions. Overview We are a pioneer and leading provider ofultra-lowpower 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 deliver 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 270million devices today. We shipped more than 42million units in