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Get filing alertsRed Flags Detected
- Material Weakness (new) — The company discloses a previously identified material weakness in internal controls, which, although remediated, signals past control deficiencies.
- Customer Concentration (new) — The company is highly dependent on a small number of end customers, with the top ten accounting for over 95% of net sales.
- Single Supplier Dependency (new) — The company relies entirely on TSMC for wafer fabrication, creating significant supply chain risk.
- Dilution (new) — New investors will incur immediate dilution of $74.25 per share, representing a significant gap between the offering price and book value.
Ambiq Micro files for $162.9M primary offering at $90.48/share, with $152.3M net proceeds
Filed June 22, 2026 · ~2 min read
Key Changes
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Ambiq Micro is offering 1,800,000 shares at an assumed price of $90.48 per share, with estimated net proceeds of $152.3 million.
The Offering verify on EDGAR → -
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The company reported a GAAP net loss of $10.2 million for Q1 2026, larger than the $8.3 million loss in Q1 2025.
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New investors will incur immediate dilution of $74.25 per share, based on the assumed offering price and as adjusted net tangible book value of $16.23.
Dilution verify on EDGAR → -
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The company's top ten end customers accounted for 95.6% of net sales in 2025, with the largest customer representing 35.6%.
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Ambiq relies solely on TSMC for wafer fabrication, creating significant supply chain risk.
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The company previously identified a material weakness in internal controls, which it says has been fully remediated.
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Net proceeds will be used for general corporate purposes, with no specific plans disclosed.
Use of Proceeds verify on EDGAR →
Summary
Ambiq Micro, a fabless provider of ultra-low power SoCs for edge AI, is seeking to raise approximately $152.3 million in net proceeds through a primary offering of 1.8 million shares at an assumed price of $90.48 per share. The company has a history of net losses, including a $10.2 million GAAP net loss in Q1 2026, and an accumulated deficit of $366.9 million.
Revenue declined from $76.1 million in 2024 to $72.5 million in 2025, though Q1 2026 sales grew to $25.1 million from $15.7 million a year earlier. The offering implies a post-offering market capitalization of $2.1 billion, but new investors face immediate dilution of $74.25 per share, as the as adjusted net tangible book value is only $16.23 per share. Several red flags warrant attention.
The company's revenue is highly concentrated, with the top ten end customers accounting for 95.6% of net sales in 2025, and the largest customer representing 35.6%. Ambiq also depends entirely on TSMC for wafer fabrication, exposing it to supply chain disruptions. Additionally, the company previously identified a material weakness in internal controls, which it says has been fully remediated, but the disclosure highlights past control deficiencies. The use of proceeds is vague, with management stating only that funds will be used for general corporate purposes. Investors should carefully evaluate these risks, particularly the customer concentration and supplier dependency, which could materially impact the company's financial performance. The offering is preliminary, with the final price and terms subject to change.
Section-by-Section Diff
The Offering · The Offering
Ambiq Micro is offering 1,800,000 shares at an assumed price of $90.48, with estimated net proceeds of $152.3 million.
Added in current filing · verify on EDGAR →
We are offering 1,800,000 shares of our common stock.
The company is selling 1,800,000 shares in this offering. This is a primary offering, so proceeds go to the company.
Added in current filing · verify on EDGAR →
based on an assumed public offering price of $90.48 per share (the last reported sale price of our common stock on the NYSE on June 18, 2026)
The offering price is assumed at $90.48, which is the last reported sale price on June 18, 2026. This is a preliminary assumption, not a final set price.
Added in current filing · verify on EDGAR →
We estimate that the net proceeds to us from this offering will be approximately $152.3 million (or $175.2 million if the underwriters exercise their option to purchase additional shares in full)
The company estimates net proceeds of $152.3 million, or $175.2 million if the underwriters' option is fully exercised. These are net of underwriting discounts and expenses.
Added in current filing · verify on EDGAR →
We have granted the underwriters the right to purchase up to 270,000 additional shares of our common stock.
The underwriters have a 30-day option to purchase up to 270,000 additional shares, which would increase the offering size to 2,070,000 shares.
Added in current filing · verify on EDGAR →
Common stock to be outstanding after this offering 23,159,204 shares (23,429,204 shares if the underwriters exercise their option to purchase additional shares in full)
After the offering, the company will have 23,159,204 shares outstanding, or 23,429,204 if the option is fully exercised. This helps investors assess dilution.
Prospectus Summary · Prospectus Summary
Ambiq is a fabless provider of ultra-low power SoCs for edge AI, with 2025 net sales of $72.5M and a history of net losses.
Added in current filing · verify on EDGAR →
For the three months ended March 31, 2026 and 2025, we generated net sales of $25.1 million and $15.7 million, respectively. For the years ended December 31, 2025 and 2024, we generated net sales of $72.5 million and $76.1 million, respectively.
The company reports net sales for the first quarter of 2026 and 2025, and for full years 2025 and 2024. Revenue declined from 2024 to 2025 but grew in the first quarter of 2026 compared to the prior year quarter.
Added in current filing · verify on EDGAR →
We 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 end customers that are not replaced by other orders from new or existing customers, would significantly reduce our revenue and adversely impact our business, financial condition and results of operations.
The company discloses reliance on a limited number of end customers for most revenue, a significant risk factor for investors.
Added in current filing · verify on EDGAR →
We have no manufacturing capabilities of 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 other materials, and the failure of any of our suppliers to provide us with wafers and other materials on a timely basis would harm our business, financial condition and results of operations.
The company is fabless and depends on a single third-party supplier for wafer fabrication, creating supply chain risk.
Added in current filing · verify on EDGAR →
We have a history of net losses, and we may not achieve or maintain profitability in the future.
The company acknowledges a history of net losses and uncertainty about future profitability, a key financial risk.
Added in current filing · verify on EDGAR →
Today, we define our market opportunity as 32-bit MCUs, discrete application processors (ASICs), wireless connectivity, and AI processors built for edge applications, markets totaling $12.1 billion in 2025 and growing to $27.2 billion in 2030, according to Gartner.***
The company provides a market size estimate from Gartner, indicating a large addressable market, though these are third-party projections.
Use of Proceeds · Use of Proceeds
AMBQ expects ~$152.3M net proceeds (or ~$175.2M if underwriters' option fully exercised) at an assumed $90.48/share price, to be used for general corporate purposes.
Added in current filing · verify on EDGAR →
We estimate that we will receive net proceeds of approximately $152.3 million (or approximately $175.2 million if the underwriters’ option to purchase additional shares is exercised in full) from the sale of the shares of our common stock offered by us in this offering, based on an assumed public offering price of $90.48 per share (the last reported sale price of our common stock on the NYSE on June 18, 2026), and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
The company estimates net proceeds of about $152.3 million, or about $175.2 million if the underwriters' option is fully exercised. The assumed offering price is $90.48 per share, which is the last reported sale price on the NYSE on June 18, 2026. These are preliminary estimates based on that assumed price, not a final set price.
Added in current filing · verify on EDGAR →
We currently intend to use the net proceeds from this offering primarily for general corporate purposes, including working capital, sales and marketing activities, product development, general and administrative matters, and capital expenditures, although we do not currently have any specific or preliminary plans with respect to the use of proceeds for such purposes.
The company plans to use the net proceeds for general corporate purposes, with no specific or preliminary plans. This gives management broad discretion over the funds, which is typical but means investors cannot evaluate a concrete use of proceeds.
Added in current filing · verify on EDGAR →
We have never declared or paid cash dividends on our capital stock. We do not anticipate declaring or paying, in the foreseeable future, any cash dividends on our capital stock.
The company has never paid cash dividends and does not expect to pay any in the foreseeable future. Investors should not expect dividend income; returns would depend on share price appreciation.
Dilution · Dilution
Investors in this offering will pay $90.48 per share while the as adjusted net tangible book value is $16.23, resulting in immediate dilution of $74.25 per share.
Added in current filing · verify on EDGAR →
an immediate dilution in as adjusted net tangible book value of $74.25 per share to investors purchasing common stock in this offering
The company states that new investors will experience immediate dilution of $74.25 per share, calculated as the difference between the assumed public offering price of $90.48 and the as adjusted net tangible book value per share of $16.23 after the offering.
Added in current filing · verify on EDGAR →
at the assumed public offering price of $90.48 per share (the last reported sale price of our common stock on the NYSE on June 18, 2026)
The dilution calculation uses an assumed offering price of $90.48, which is the last reported sale price on the NYSE on June 18, 2026. This is a preliminary assumption, not a final set price.
Added in current filing · verify on EDGAR →
Our historical net tangible book value as of March 31, 2026 was approximately $223.7 million, or $10.47 per share of our common stock.
The company's historical net tangible book value per share was $10.47 as of March 31, 2026, before giving effect to the offering.
Added in current filing · verify on EDGAR →
our as adjusted net tangible book value as of March 31, 2026 would have been $376.0 million, or $16.23 per share
After giving effect to the sale of 1,800,000 shares at the assumed price and deducting underwriting discounts and estimated expenses, the as adjusted net tangible book value per share would be $16.23.
Added in current filing · verify on EDGAR →
This amount represents an immediate increase in as adjusted net tangible book value of $5.76 per share to our existing stockholders
Existing stockholders would see an immediate increase of $5.76 per share in net tangible book value, reflecting the value transfer from new investors to existing holders.
Risk Factors · Risk Factors
Company has history of net losses, high customer concentration, and dependence on a few end customers.
Added in current filing · verify on EDGAR →
We incurred a net loss of $10.2 million and $8.3 million for the three months ended March 31, 2026 and 2025, respectively, and $36.5 million and $39.7 million for the years ended December 31, 2025 and 2024, respectively, and had an accumulated deficit of $366.9 million and $356.7 million as of March 31, 2026 and December 31, 2025, respectively.
The company has a history of net losses and a large accumulated deficit, indicating it has not been profitable and may continue to lose money. This is a key financial risk for investors.
Added in current filing · verify on EDGAR →
Our largest end customer historically has accounted for a large portion of our sales, representing approximately 35.6% and 40.9% of our net sales for the years ended December 31, 2025 and 2024, respectively. Two other single end customers directly or indirectly accounted for more than 10% of our net sales for the year ended December 31, 2025. In addition, our top ten end customers accounted for approximately 95.6% and 96.7% of our total net sales for the years ended December 31, 2025 and 2024, respectively.
The company is highly dependent on a small number of end customers, with the top ten accounting for over 95% of net sales. Loss of any major customer could significantly reduce revenue.
Added in current filing · verify on EDGAR →
We rely heavily on TSMC, which is the only producer of semiconductor wafers that are used in our products.
The company is fabless and depends entirely on TSMC for semiconductor wafers. Any disruption at TSMC could halt production and materially harm the business.
Added in current filing · verify on EDGAR →
Our license authorizing the sale of our products to Huawei expired on March 31, 2026. At this time, we have no intention of applying for any additional licenses related to Huawei.
Huawei was a major customer, accounting for 41% of net sales in 2024 but only 0.1% in 2025. The export license expired and the company does not plan to renew it, eliminating a former key revenue source.
Added in current filing · verify on EDGAR →
While we have reduced our net sales from end customers located in Mainland China from 50% for the year ended December 31, 2024 to 8.6% for the year ended December 31, 2025 (while increasing our net sales from end customers in the United States to 85.5% for the year ended December 31, 2025 from 48.1% for the year ended December 31, 2024), there can be no assurance that we will be continue to be successful in our efforts to replace the revenue that we received from our end customers in Mainland China.
The company dramatically shifted revenue from China to the U.S. in one year. The risk is that it may not be able to replace lost China revenue, and the new concentration in the U.S. creates its own exposure.
Added in current filing · verify on EDGAR →
If you purchase common stock in this offering, you will incur immediate dilution of $74.25 per share, representing the difference between the assumed public offering price of $90.48 per share, the last reported sale price of our common stock on the NYSE on June 18, 2026, and the as adjusted net tangible book value per share of our common stock as of March 31, 2026.
New investors will experience immediate dilution of $74.25 per share based on the assumed offering price of $90.48 and the as adjusted net tangible book value as of March 31, 2026. This is a significant gap between the offering price and the company's book value per share.
Added in current filing · verify on EDGAR →
In connection with the preparation of our consolidated financial statements for December 31, 2024 and 2023, we determined that a material weakness existed within the internal controls over financial reporting. The material weakness identified relate to controls to address segregation of certain accounting duties and information technology controls.
The company identified a material weakness in internal controls for fiscal years 2024 and 2023 related to segregation of duties and IT controls. It was fully remediated as of December 31, 2025, but the disclosure highlights past control deficiencies.
Added in current filing · verify on EDGAR →
We do not have long-term commitments from our end customers, and our end customers may cease purchasing our products at any time.
Customers are not obligated to purchase products and can cancel orders with little or no notice, which creates revenue uncertainty and inventory risk.
MD&A · Management's Discussion and Analysis
AMBQ's MD&A shows growing revenue but persistent net losses, heavy customer concentration, and reliance on TSMC.
Added in current filing · verify on EDGAR →
Net loss | $ (10,171 ) | $ (8,284 )
AMBQ reported a GAAP net loss of $10.2 million for Q1 2026, larger than the $8.3 million loss in Q1 2025. The company remains unprofitable despite revenue growth.
Added in current filing · verify on EDGAR →
Our top three end customers collectively represented 71% of our total net sales for the three months ended March 31, 2026.
Revenue is highly concentrated: the top three end customers account for 71% of Q1 2026 sales. Loss of any of these customers could materially harm results.
Added in current filing · verify on EDGAR →
Additionally, we source all of our wafers from TSMC, located in Taiwan.
The company relies entirely on TSMC for wafer supply. Any disruption in Taiwan or at TSMC could halt production.
Added in current filing · verify on EDGAR →
During the first quarter of 2026, 13.7% of our net sales were to end customers in Mainland China, as compared to 6.2% during the first quarter of 2025.
Sales to Mainland China increased from 6.2% to 13.7% of net sales, reversing a prior strategic shift away from the region. This exposes the company to geopolitical and pricing risks.
Added in current filing · verify on EDGAR →
On January 26, 2026, we completed a follow-on offering of 2,679,600 shares of common stock, at a public offering price of $31.00 per share, of which 2,636,651 shares were issued and sold by us and 42,949 shares were sold by certain selling stockholders. We received net proceeds of $75.3 million after deducting underwriting discounts and commissions of $5.0 million and offering expenses of approximately $1.5 million.
The company raised $75.3 million in net proceeds from a January 2026 follow-on offering, with a small portion sold by selling stockholders. This provides liquidity but also dilutes existing shareholders.
Added in current filing · verify on EDGAR →
Prior to our IPO, the absence of an active market for our equity components required our Board of Directors, the members of which we believe have extensive business, finance and venture capital experience, to determine the fair value of our common stock for purposes of granting options, calculating stock-based compensation expense, valuing warrants and other equity transactions for the periods presented.
The company explains that before the IPO, its board determined the fair value of common stock for stock-based compensation and other equity transactions because there was no active market. This is a standard disclosure for pre-IPO companies but highlights the subjectivity involved in valuing equity awards.
Added in current filing · verify on EDGAR →
We are an “emerging growth company,” as defined in the JOBS Act, enacted in April 2012. We intend to take advantage of certain exemptions under the JOBS Act from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved.
The company qualifies as an emerging growth company and plans to use reduced reporting and governance requirements, including exemption from auditor attestation of internal controls. This is common for smaller IPOs but means investors will have less assurance on internal controls and less executive compensation disclosure.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
For valuations after the completion of this offering, our Board of Directors will determine the fair value of the common stock underlying our stock-based awards based on the previous 30-day average of the closing price of our common stock on the date of grant.
After the IPO, the company will use a 30-day average closing price to value stock-based awards, which is a common practice. This change reduces the subjectivity of pre-IPO valuations but may still differ from the grant-date fair value under accounting standards.
Business · Business
Ambiq is a fabless provider of ultra-low power SoCs for edge AI, with 2025 net sales of $72.5M and heavy customer concentration.
Added in current filing · verify on EDGAR →
For the years ended December 31, 2025 and 2024, our top five end customers accounted for 91% and 92% of our net sales, respectively, based on the sell-through information provided to us by our distributors.
The company's revenue is highly concentrated among a small number of end customers. In 2025, the top five end customers accounted for 91% of net sales, and in 2024, 92%. This level of concentration means the loss of any major customer could significantly impact revenue.
Added in current filing · verify on EDGAR →
For the years ended December 31, 2025 and 2024, we generated net sales of $72.5 million and $76.1 million, respectively.
Annual net sales decreased from $76.1 million in 2024 to $72.5 million in 2025, a decline of about 4.7%. This is a notable negative trend for a company seeking to grow in the edge AI market.
Added in current filing · verify on EDGAR →
Net sales from end customers in the United States, Europe, and Asia (outside of Mainland China) grew to $66.3 million in 2025, a 74.2% increase as compared to 2024.
The company is shifting its revenue mix away from Mainland China, with sales outside that region growing 74.2% in 2025. This may reflect strategic repositioning or response to geopolitical factors, but it also indicates a significant change in customer base.
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Net sales from Distributors B and C comprised approximately 16% and 29% of our net sales for the three months ended March 31, 2026, respectively. For the year ended December 31, 2025, Distributors B and C accounted for approximately 21% and 20% of our net sales, respectively.
Two distributors account for a large portion of sales. In Q1 2026, Distributor C alone represented 29% of net sales, and Distributor B 16%. This reliance on a few distribution partners could pose risks if relationships change.
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For the years ended December 31, 2025 and 2024, our research and development expenses were $38.5 million and $37.2 million, respectively, representing 53% and 49% of annual sales for 2025 and 2024, respectively.
R&D expenses are a very high percentage of revenue (53% in 2025), reflecting the company's heavy investment in technology development. While this supports future growth, it also contributes to ongoing losses and cash burn.
Experts · Experts
KPMG LLP audited Ambiq Micro's 2025 and 2024 financial statements, which are included in reliance on their report.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The consolidated financial statements of Ambiq Micro, Inc. as of December 31, 2025 and 2024, and for the years then ended, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.
The section identifies KPMG LLP as the independent registered public accounting firm whose audit report covers the company's consolidated financial statements for the years ended December 31, 2025 and 2024. This is standard disclosure required in a registration statement and confirms the auditor's consent to the use of its report.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 30, 2026 · How we verify