Ambiq Micro Inc美股招股说明书(2026-01-26版)

PROSPECTUS 2,679,600 Shares COMMON STOCK This is a public offering of shares of common stock of Ambiq Micro, Inc., par value $0.000001 per share. We are offering 2,636,651 shares of ourcommon stock and the selling stockholders identified in this prospectus are offering 42,949 shares of our common stock. We will not receive anyproceeds from the sale of shares of our common stock by the selling stockholders. Our common stock is listed on the New York Stock Exchange (NYSE) under the symbol “AMBQ.” On January22, 2026, the last reported price ofour common stock on the NYSE was $32.70per share. 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 page18. PerShareTotalPublic offering price$31.00$83,067,600Underwriting discounts and commissions(1)$1.86$4,984,056Proceeds, before expenses, to Ambiq Micro, Inc.$29.14$76,832,010Proceeds, before expenses, to the selling stockholders$29.14$1,251,534 (1)See “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters the right to purchase up to 401,940 additional shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of our common stock to purchasers on or about January26, 2026. BofASecurities UBSInvestmentBank Needham&Company January 22, 2026 Table of Contents TABLE OF CONTENTS PagePROSPECTUS SUMMARY1THE OFFERING12SUMMARY CONSOLIDATED FINANCIAL DATA14RISK FACTORS18SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS58INDUSTRY AND MARKET DATA60USE OF PROCEEDS62DIVIDEND POLICY63CAPITALIZATION64DILUTION65MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS67BUSINESS84MANAGEMENT102EXECUTIVE COMPENSATION111CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS124PRINCIPAL AND SELLING STOCKHOLDERS128DESCRIPTION OF CAPITAL STOCK130SHARES ELIGIBLE FOR FUTURE SALE136CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK139UNDERWRITING143LEGAL MATTERS154EXPERTS154WHERE YOU CAN FIND ADDITIONAL INFORMATION154INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 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 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 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 290million devices today. We shipped more than 26million units in 2025, and weestimate that over 80% of them ran AI algorithms. We seek to drive growth in AI adoption at