Ambiq Micro Inc美股招股说明书(2026-06-25版)

PROSPECTUS This is a public offering of shares of common stock of Ambiq Micro, Inc., par value $0.000001 per share. We are offering 2,000,000shares of ourcommon stock. Our common stock is listed on the New York Stock Exchange (NYSE) under the symbol “AMBQ.” On June23, 2026, the last reported price ofour common stock on the NYSE was $79.78 per 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 page17. PerShareTotalPublic offering price$78.00$156,000,000Underwriting discounts and commissions(1)$4.68$9,360,000Proceeds, before expenses, to Ambiq Micro, Inc.$73.32$146,640,000 (1)See “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters the right to purchase up to 300,000 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 June25, 2026. BofASecurities UBS Investment Bank Needham & Company Stifel June23, 2026 Table of Contents TABLE OF CONTENTS PagePROSPECTUS SUMMARY1THE OFFERING12SUMMARY CONSOLIDATED FINANCIAL DATA14RISK FACTORS17SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS57INDUSTRY AND MARKET DATA59USE OF PROCEEDS61DIVIDEND POLICY62CAPITALIZATION63DILUTION64MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS66BUSINESS83MANAGEMENT94EXECUTIVE COMPENSATION105CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS118PRINCIPAL STOCKHOLDERS122DESCRIPTION OF CAPITAL STOCK124CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK130UNDERWRITING134LEGAL MATTERS142EXPERTS142WHERE YOU CAN FIND ADDITIONAL INFORMATION142INDEX 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 “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 “RiskFactors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financialstatements and the related notes included elsewhere in this prospectus, before making an investment decision. Please see “Industry and MarketData” for information concerning certain market statistics included in this prospectus. This summary contains forward-looking statements thatinvolve risks and uncertainties. Unless the context otherwise requires, the terms “Ambiq,” “the Company,” “we,” “us,” and “our” in thisprospectus 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 300 million devices today. In 2025, we estimate that over 80% of our products ranAIalgorithms. We seek to drive growth in AI adoption at the edge in the personal devices, medical/healthcare, industrial edge, and smart home andbuilding markets and continue to set new standards in edge AI performance and power efficiency. Over time, we expect to integrate our ultra-lowpower technology into additional chip products that benefit from greater power efficiency, including high-performance compute applications suchas AIdata centers and automotive. To date, a majorit