UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~July~~October 31, 2025


☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to ______

Commission file number: 001-35667

AMBARELLA, INC.

(Exact name of registrant as specified in its charter)


Cayman Islands		98-0459628
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3001 Tasman Drive Santa Clara, California		95054
(Address of principal executive offices)		(Zip Code)

(408) 734-8888

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Ordinary Shares, $0.00045 Par Value Per Share	AMBA	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of ordinary shares of the Registrant outstanding as of ~~August~~November 3130, 2025 was 4243,~~689~~050,~~006~~486 shares.

AMBARELLA, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION			3
Item 1.	Financial Statements		3
	Unaudited Condensed Consolidated Balance Sheets at July 31, 2025 and January 31, 2025		3
	Unaudited Condensed Consolidated Balance Sheets at October 31, 2025 and January 31, 2025		3
	Unaudited Condensed Consolidated Statements of Operations for the three and six months ended July 31, 2025 and 2024		4
	Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended October 31, 2025 and 2024		4
	Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended July 31, 2025 and 2024		5
	Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended October 31, 2025 and 2024		5
	Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended July 31, 2025 and 2024		6
	Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months ended October 31, 2025 and 2024		6
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended July 31, 2025 and 2024		7
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended October 31, 2025 and 2024		7
	Notes to Unaudited Condensed Consolidated Financial Statements		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2122
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		2930
Item 4.	Controls and Procedures		2930
PART II. OTHER INFORMATION			2931
Item 1.	Legal Proceedings		2931
Item 1A.	Risk Factors		3031
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		56
Item 5.	Other Information		5657
Item 6.	Exhibits		5657
Signatures			5859

PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements

AMBARELLA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(unaudited)

	As of
	July 31,			January 31,
	October 31,			January 31,
	2025			2025
ASSETS
Current assets:
Cash and cash equivalents	$	~~142~~174,~~739~~057		$	144,622
Marketable debt securities		~~118~~121,~~444~~241			105,643
Accounts receivable, net		42,~~896~~227			29,767
Inventories		3339,~~808~~159			34,428
Restricted cash		442			7
Prepaid expenses and other current assets		56,~~543~~541			6,084
Total current assets		~~343~~383,~~872~~667			320,551
Property and equipment, net		10,~~092~~725			9,084
Intangible assets, net		4137,~~879~~954			47,279
Operating lease right-of-use assets, net		312,~~500~~765			5,188
Goodwill		303,625			303,625
Other non-current assets		3,~~463~~154			3,241
Total assets	$	~~706~~751,~~431~~890		$	688,968
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable		2634,~~783~~923			21,775
Accrued and other current liabilities		7688,~~190~~398			80,781
Operating lease liabilities, current		1,~~774~~733			2,829
Income taxes payable		1,~~713~~890			1,383
Deferred revenue, current		1917,~~482~~509			14,226
Total current liabilities		~~125~~144,~~942~~453			120,994
Operating lease liabilities, non-current		111,~~668~~913			2,436
Other long-term liabilities		25,~~301~~411			4,126
Total liabilities		~~129~~161,~~911~~777			127,556
Commitments and contingencies (Note 14)
Shareholders' equity:
Preference shares, $0.00045 par value per share, 20,000,000 shares authorized and no shares issued and outstanding at July 31, 2025 and January 31, 2025, respectively		—			—
Preference shares, $0.00045 par value per share, 20,000,000 shares authorized and no shares issued and outstanding at October 31, 2025 and January 31, 2025, respectively		—			—
Ordinary shares, $0.00045 par value per share, 200,000,000 shares authorized; 42,674,711 and 41,963,959 shares issued and outstanding at July 31, 2025 and January 31, 2025, respectively		19			19
Ordinary shares, $0.00045 par value per share, 200,000,000 shares authorized; 43,048,042 and 41,963,959 shares issued and outstanding at October 31, 2025 and January 31, 2025, respectively		19			19
Additional paid-in capital		~~872~~901,~~822~~047			813,683
Accumulated other comprehensive income (loss)		59534			(233	)
Accumulated deficit		(~~296~~311,~~380~~487	)		(252,057	)
Total shareholders’ equity		~~576~~590,~~520~~113			561,412
Total liabilities and shareholders' equity	$	~~706~~751,~~431~~890		$	688,968

See accompanying notes to condensed consolidated financial statements.

AMBARELLA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(unaudited)

Three Months Ended July 31,

Six Months Ended July 31,

Three Months Ended October 31,

Nine Months Ended October 31,

2025

2024

2025

2024

Revenue

95108,~~511~~452

6382,~~724~~653

~~181~~289,~~383~~835

~~118~~200,~~197~~850

Cost of revenue

3943,~~280~~866

2432,~~983~~605

73117,~~616~~482

4678,~~296~~901

Gross profit

5664,~~231~~586

3850,~~741~~048

~~107~~172,~~767~~353

71121,~~901~~949

Operating expenses:

Research and development

5961,~~734~~451

5658,~~760~~389

~~118~~180,~~553~~004

~~110~~169,~~897~~286

Selling, general and administrative

1819,~~486~~383

1817,~~268~~169

3756,~~061~~444

3653,~~736~~905

Total operating expenses

7880,~~220~~834

75,~~028~~558

~~155~~236,~~614~~448

~~147~~223,~~633~~191

Loss from operations

(2116,~~989~~248

)

(3625,~~287~~510

)

(4764,~~847~~095

)

(75101,~~732~~242

)

Other income, net

2,~~247~~074

2,~~145~~091

46,~~422~~496

46,~~416~~507

Loss before income taxes

(1914,~~742~~174

)

(3423,~~142~~419

)

(4357,~~425~~599

)

(7194,~~316~~735

)

Provision for income taxes

~~253~~933

~~747~~652

~~898~~1,831

12,~~505~~157

Net loss

(1915,~~995~~107

)

(3424,~~889~~071

)

(4459,~~323~~430

)

(7296,~~821~~892

)

Net loss per share attributable to ordinary shareholders:

Basic

(0.4735

)

(0.8558

)

(1.0540

)

(12.7836

)

Diluted

(0.4735

)

(0.8558

)

(1.0540

)

(12.7836

)

Weighted-average shares used to compute net loss per share attributable to ordinary shareholders:

Basic

42,~~546~~866,~~979~~916

41,~~129~~479,~~754~~459

42,~~383~~544,~~475~~622

4041,~~952~~128,~~373~~068

Diluted

42,~~546~~866,~~979~~916

41,~~129~~479,~~754~~459

42,~~383~~544,~~475~~622

4041,~~952~~128,~~373~~068

See accompanying notes to condensed consolidated financial statements.

AMBARELLA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited, in thousands)

	Three Months Ended July 31,						Six Months Ended July 31,
	Three Months Ended October 31,						Nine Months Ended October 31,
	2025			2024			2025			2024
Net loss	$	(1915,~~995~~107	)	$	(3424,~~889~~071	)	$	(4459,~~323~~430	)	$	(7296,~~821~~892	)
Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on investments		~~(267~~475	)		~~407~~(132	)		~~292~~767			18(114	)
Other comprehensive income (loss), net of tax		~~(267~~475	)		~~407~~(132	)		~~292~~767			18(114	)
Comprehensive loss	$	(2014,~~262~~632	)	$	(3424,~~482~~203	)	$	(4458,~~031~~663	)	$	(7297,~~803~~006	)

See accompanying notes to condensed consolidated financial statements.

AMBARELLA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands, except share data)

(unaudited)

									Accumulated
	Outstanding					Additional			Other
	Ordinary Shares					Paid-in			Comprehensive Income
	Shares			Amount		Capital			(Loss)			Accumulated Deficit			Total
Balance--January 31, 2025		41,963,959		$	19	$	813,683		$	(233	)	$	(252,057	)	$	561,412
Issuance of shares through employee equity plans		375,046			—		6,713			—			—			6,713
Issuance of shares through employee stock purchase plan		98,755			—		4,479			—			—			4,479
Stock repurchase		(24,152	)		—		(1,000	)		—			—			(1,000	)
Stock-based compensation expense		—			—		24,881			—			—			24,881
Other comprehensive income (loss) - net of tax		—			—		—			559			—			559
Net loss		—			—		—			—			(24,328	)		(24,328	)
Balance--April 30, 2025		42,413,608			19		848,756			326			(276,385	)		572,716
Issuance of shares through employee equity plans		261,103			—		170			—			—			170
Stock-based compensation expense		—			—		23,896			—			—			23,896
Other comprehensive income (loss) - net of tax		—			—		—			(267	)		—			(267	)
Net loss		—			—		—			—			(19,995	)		(19,995	)
Balance--July 31, 2025		42,674,711		$	19	$	872,822		$	59		$	(296,380	)	$	576,520
Issuance of shares through employee equity plans		286,176			—		1,325			—			—			1,325
Issuance of shares through employee stock purchase plan		87,155			—		4,152			—			—			4,152
Stock-based compensation expense		—			—		22,748			—			—			22,748
Other comprehensive income (loss) - net of tax		—			—		—			475			—			475
Net loss		—			—		—			—			(15,107	)		(15,107	)
Balance--October 31, 2025		43,048,042		$	19	$	901,047		$	534		$	(311,487	)	$	590,113
									Accumulated
	Outstanding					Additional			Other
	Ordinary Shares					Paid-in			Comprehensive income
	Shares			Amount		Capital			(Loss)			Accumulated Deficit			Total
Balance--January 31, 2024		40,520,558		$	18	$	694,967		$	(183	)	$	(134,931	)	$	559,871
Issuance of shares through employee equity plans		367,413			—		4,237			—			—			4,237
Issuance of shares through employee stock purchase plan		97,074			—		4,055			—			—			4,055
Stock-based compensation expense		—			—		25,583			—			—			25,583
Other comprehensive income (loss) - net of tax		—			—		—			(389	)		—			(389	)
Net loss		—			—		—			—			(37,932	)		(37,932	)
Balance--April 30, 2024		40,985,045			18		728,842			(572	)		(172,863	)		555,425
Issuance of shares through employee equity plans		287,626			1		1,014			—			—			1,015
Stock-based compensation expense		—			—		25,593			—			—			25,593
Other comprehensive income (loss) - net of tax		—			—		—			407			—			407
Net loss		—			—		—			—			(34,889	)		(34,889	)
Balance--July 31, 2024		41,272,671		$	19	$	755,449		$	(165	)	$	(207,752	)	$	547,551
Issuance of shares through employee equity plans		302,783			—		1,756			—			—			1,756
Issuance of shares through employee stock purchase plan		95,262			—		3,980			—			—			3,980
Stock-based compensation expense		—			—		25,211			—			—			25,211
Other comprehensive income (loss) - net of tax		—			—		—			(132	)		—			(132	)
Net loss		—			—		—			—			(24,071	)		(24,071	)
Balance--October 31, 2024		41,670,716		$	19	$	786,396		$	(297	)	$	(231,823	)	$	554,295

See accompanying notes to condensed consolidated financial statements.

AMBARELLA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

	Six Months Ended July 31,
	Nine Months Ended October 31,
	2025			2024
Cash flows from operating activities:
Net loss	$	(4459,~~323~~430	)	$	(7296,~~821~~892	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		1319,~~384~~898			1219,~~755~~234
Amortization (accretion) of premium (discount) on marketable debt securities, net		(~~128~~158	)		(~~371~~491	)
Stock-based compensation		5177,~~318~~059			5380,~~648~~495
Deferred income taxes		(~~174~~106	)		71(28	)
Other non-cash items, net		34(156	)		~~509~~290
Changes in operating assets and liabilities:
Accounts receivable		(1312,~~129~~460	)		1(9,~~790~~017	)
Inventories		~~597~~(4,777	)		(17,~~422~~373	)
Prepaid expenses and other current assets		~~541~~48			~~176~~(293	)
Other non-current assets		~~(48~~194	)		~~141~~120
Accounts payable		716,~~252~~001			(93,~~060~~282	)
Accrued and other current liabilities		113,~~195~~821			1425,~~692~~332
Income taxes payable		~~330~~507			(~~732~~703	)
Deferred revenue		56,~~307~~432			43,~~258~~740
Operating lease liabilities		(12,~~945~~409	)		(12,~~987~~937	)
Other long-term liabilities		96157			~~140~~211
Net cash provided by operating activities		2054,~~307~~621			18,~~787~~406
Cash flows from investing activities:
Purchase of investments		(3453,~~569~~158	)		(857,~~261~~343	)
Sales of investments		415,~~647~~074			917,~~239~~866
Maturities of investments		1723,~~511~~571			815,~~475~~613
Purchase of tangible and intangible assets		(811,~~688~~590	)		(36,~~696~~196	)
Net cash provided by (used in) investing activities		(21,099	)		5,757
Net cash used in investing activities		(26,103	)		(30,060	)
Cash flows from financing activities:
Stock repurchase		(1,000	)		—
Proceeds from exercise of stock options and employee stock purchase plan		48,~~893~~295			59,~~950~~657
Long-term financing payment for intangible assets		(45,~~549~~943	)		(45,~~483~~795	)
Net cash provided by (used in) financing activities		(656	)		1,467
Net cash provided by financing activities		1,352			3,862
Net increase (decrease) in cash, cash equivalents and restricted cash		(129,~~448~~870	)		9(17,~~011~~792	)
Cash, cash equivalents and restricted cash at beginning of period		144,629			144,921
Cash, cash equivalents and restricted cash at end of period	$	~~143~~174,~~181~~499		$	~~153~~127,~~932~~129
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	~~838~~1,323		$	12,~~752~~236
Supplemental disclosure of noncash investing activities:
Unpaid liabilities related to tangible and intangible assets purchases	$	21,~~227~~651		$	~~333~~763

See accompanying notes to condensed consolidated financial statements.

AMBARELLA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Organization and Summary of Significant Accounting Policies

Organization

Ambarella, Inc. (the Company) was incorporated in the Cayman Islands on January 15, 2004. The Company is a leading developer of low-power semiconductor solutions offering powerful artificial intelligence (AI) processing, advanced image signal processing, and high-definition (HD) and Ultra HD compression. The Company combines its processor design capabilities with its expertise in video and image processing, algorithms and software to provide a technology platform that is designed to be easily scalable across multiple applications and enable rapid and efficient product development. The Company’s system-on-a-chip, or SoC, products fully integrate high-definition video processing, image processing, AI algorithms, audio processing and system functions onto a single chip. These low power SoCs deliver exceptional video and image quality and can extract valuable data from high-resolution video and radar streams. The Company is currently addressing a broad range of human and AI applications, including video security, advanced driver assistance systems (ADAS), electronic mirrors, drive recorders, driver/cabin monitoring systems, autonomous driving, and industrial and robotic applications.

The Company sells its solutions to leading original equipment manufacturers, or OEMs, who include the Company’s SoCs in their products, and original design manufacturers, or ODMs, who include the Company’s SoCs in the products that they supply to OEMs, globally.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and, therefore, do not include all information and notes normally provided in audited financial statements. The accounting policies are described in the “Notes to Consolidated Financial Statements” in the Annual Report on Form 10-K for the 2025 fiscal year filed with the SEC on March 28, 2025 (the Form 10-K) and updated, as necessary, in this Form 10-Q. The year-end condensed consolidated balance sheet data presented for comparative purposes was derived from audited financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments) considered necessary for a fair statement have been included. The results of operations for any interim period are not necessarily indicative of, nor comparable to, the results of operations for any other interim period or for a full fiscal year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Form 10-K.

Basis of Consolidation

The Company’s fiscal year ends on January 31. The condensed consolidated financial statements of the Company and its subsidiaries have been prepared in conformity with U.S. GAAP. All intercompany transactions and balances have been eliminated upon consolidation.

Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies described in Note 1, Organization and Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025.

Concentration of Risk

The Company’s products are manufactured, assembled and tested by third-party contractors located primarily in Asia. The Company does not have long-term agreements with these contractors. A significant disruption in the operations of one or more of these contractors would impact the production of the Company’s products which could have a material adverse effect on its business, financial condition and results of operations.

A substantial portion of the Company’s revenue is derived from sales through ~~two~~one of its distributors, WT Microelectronics Co., Ltd., formerly Wintech Microelectronics Co., Ltd., or WT, which serves as its non-exclusive sales representative and fulfillment partner in Asia other than Japan, and ~~Hakuto Co., Ltd., or Hakuto, a Japanese distributor, and~~ to one ODM, Chicony Electronics Co., Ltd., or Chicony, which manufactures devices incorporating the Company’s solutions on behalf of multiple end-customers. Termination of the relationships with these customers could result in a temporary or permanent loss of revenue. Furthermore, any credit issues from these customers could impair their abilities to make timely payment to the Company. See Note 15 for additional information regarding revenue and credit concentration with these customers.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, marketable debt securities and accounts receivable. The Company maintains its cash primarily in checking accounts with reputable financial institutions. Cash deposits held with these financial institutions may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on deposits of its cash. In order to limit the exposure of each investment, the cash equivalents and marketable debt securities consist primarily of money market funds, fixed deposits, corporate bonds, asset-backed securities and U.S. government securities which management assesses to be highly liquid. The Company does not hold or issue financial instruments for trading purposes.

The Company performs ongoing credit evaluation of its customers and adjusts credit limits based upon payment history and customers’ credit worthiness. The Company regularly monitors collections and payments from its customers.

Restricted Cash

In the first quarter of fiscal year 2026, the Company entered into a Letter of Credit of approximately $0.4 million with a financial institution as collateral for the security deposit on its new office lease located in Santa Clara, California. Refer to Note 87, Leases, ~~of the Notes to Consolidated Financial Statements~~ for detailed lease information ~~included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025~~ . The Letter of Credit is irrevocable for one year, during which the Company has the obligation to maintain the full amount of the Letter of Credit. The restricted cash also includes those amounts required to be set aside to secure certain transactions in a foreign entity. The following table presents cash, cash equivalents and restricted cash reported on the condensed consolidated balance sheets, and the totals are presented on the condensed consolidated statements of cash flows:

	As of
	July 31, 2025		January 31, 2025		July 31, 2024		January 31, 2024
	October 31, 2025		January 31, 2025		October 31, 2024		January 31, 2024
	(in thousands)
Cash and cash equivalents	$	~~142~~174,~~739~~057	$	144,622	$	~~153~~127,~~925~~122	$	144,914
Restricted cash		442		7		7		7
Total as presented in the condensed consolidated statements of cash flows	$	~~143~~174,~~181~~499	$	144,629	$	~~153~~127,~~932~~129	$	144,921

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This new guidance requires additional disclosures related to effective tax rate reconciliation, disaggregated income taxes paid and other modified income tax-related disclosures. The ASU shall be applied on a prospective basis with retrospective application permitted, and is effective for annual periods beginning after December 15, 2024. The Company expects to adopt this new guidance for its fiscal period ending January 31, 2026. The Company expects that such adoption will only have an impact on its financial disclosures and does not believe it will have a material impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This new guidance requires public entities to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of income statement. The ASU may be applied prospectively or retrospectively and is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this new guidance on its consolidated financial statements and disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This new guidance simplifies the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standard Codification (ASC) 606, Revenue from Contracts with Customers, and allows all entities to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets. The new guidance is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this new guidance on its consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Accounting for and Disclosure of Software Costs. This new guidance removes all references to project stages throughout ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. The new guidance also specifies that the disclosures under ASC 360-10, Property, Plant, and Equipment — Overall apply to capitalized software costs accounted for under Subtopic 350-40, regardless of how those costs are presented in the financial statements. The new guidance may be applied using a prospective, retrospective or modified transition approach, and it is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years. Early adoption is permitted. The Company early adopted this new guidance using a prospective transition approach and there was no material impact on its consolidated financial statements and disclosures.

2. Financial Instruments and Fair Value

The Company invests a portion of its cash in money market funds, fixed deposits and marketable debt securities that are denominated in United States dollars. The marketable debt security portfolio consists of corporate bonds, asset-backed securities and U.S. government securities. All of the investments are classified as available-for-sale securities and reported at fair value in the condensed consolidated balance sheets as follows:

	As of July 31, 2025
	As of October 31, 2025
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in thousands)
Money market funds	$	861	$	—	$	—		$	861
Money market funds and fixed deposits	$	6,857	$	—	$	—		$	6,857
Fixed deposits		7,001		—		—			7,001
Corporate bonds		60,223		356		(3	)		60,576
Corporate bonds		61,601		164		(37	)		61,728
Asset-backed securities		21,974		63		(6	)		22,031
Asset-backed securities		20,364		25		(27	)		20,362
U.S. government securities		38,510		135		(11	)		38,634
U.S. government securities		36,420		47		(113	)		36,354
Total cash equivalents and marketable debt securities	$	127,564	$	554	$	(20	)	$	128,098
Total cash equivalents and marketable debt securities	$	126,247	$	236	$	(177	)	$	126,306
	As of January 31, 2025
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in thousands)
Money market funds	$	849	$	—	$	—		$	849
Money market funds and fixed deposits	$	3,849	$	—	$	—		$	3,849
Fixed deposits		3,000		—		—			3,000
Corporate bonds		55,138		111		(123	)		55,126
Asset-backed securities		20,412		20		(67	)		20,365
U.S. government securities		30,326		8		(182	)		30,152
Total cash equivalents and marketable debt securities	$	109,725	$	139	$	(372	)	$	109,492

The following table provides the breakdown of unrealized losses as of ~~July~~October 31, 2025 and January 31, 2025, respectively, aggregated by investment category and length of time that individual securities have been in a continuous loss position:

	As of July 31, 2025
	As of October 31, 2025
	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(in thousands)
Corporate bonds	$	202,~~568~~812	$	(373	)	$	~~568~~—	$	—		$	212,~~136~~812	$	(373	)
Asset-backed securities		84,~~037~~236		(255	)		~~2,174~~903		(21	)		105,~~211~~139		(276	)
U.S. government securities		256,~~679~~153		(~~113~~5	)		—3,202		—(6	)		259,~~679~~355		(~~113~~11	)
Total marketable debt securities at loss position	$	5413,~~284~~201	$	(~~175~~13	)	$	24,~~742~~105	$	(27	)	$	5717,~~026~~306	$	(~~177~~20	)
	As of January 31, 2025
	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(in thousands)
Corporate bonds	$	23,200	$	(116	)	$	2,144	$	(7	)	$	25,344	$	(123	)
Asset-backed securities		8,052		(51	)		4,343		(16	)		12,395		(67	)
U.S. government securities		20,380		(169	)		4,809		(13	)		25,189		(182	)
Total marketable debt securities at loss position	$	51,632	$	(336	)	$	11,296	$	(36	)	$	62,928	$	(372	)

	As of
	July 31, 2025		January 31, 2025
	October 31, 2025		January 31, 2025
	(in thousands)
Included in cash equivalents	$	76,~~862~~857	$	3,849
Included in marketable debt securities		~~118~~121,~~444~~241		105,643
Total cash equivalents and marketable debt securities	$	~~126~~128,~~306~~098	$	109,492

The contractual maturities of the investments at ~~July~~October 31, 2025 and January 31, 2025 were as follows:

	As of
	July 31, 2025		January 31, 2025
	October 31, 2025		January 31, 2025
	(in thousands)
Due within one year	$	3124,~~781~~281	$	35,405
Due in 1 - 5 years		94102,~~068~~795		74,087
Due in 5 - 15 years		~~457~~1,022		—
Total cash equivalents and marketable debt securities	$	~~126~~128,~~306~~098	$	109,492

The unrealized gains and losses on the available-for-sale securities were primarily caused by fluctuations in market value and interest rates as a result of the economic environment. The Company estimates the expected losses at an individual security level whenever a security’s fair value is below its amortized cost basis using the discounted cash flow method. The credit-related portion of the loss is recognized in other income, net in the condensed consolidated statements of operations but is limited to the difference between the fair value and the amortized cost basis of the security, adjusted for accrued interest. The non-credit-related portion of the loss is recognized in accumulated other comprehensive income (loss) in the condensed consolidated balance sheets. The credit-related losses were not material for the three and ~~six~~nine months ended ~~July~~October 31, 2025 and 2024, respectively.

The following fair value hierarchy is applied for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments.

Level 3—Unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.

The Company measures the fair value of money market funds and fixed deposits using quoted prices in active markets for identical assets and classifies them within Level 1. The fair value of the Company’s investments in other debt securities are obtained based on quoted prices for similar assets in active markets and are classified within Level 2.

The following tables present the fair value of the financial instruments measured on a recurring basis as of ~~July~~October 31, 2025 and January 31, 2025, respectively:

	As of July 31, 2025
	As of October 31, 2025
	Total		Level 1		Level 2		Level 3
	(in thousands)
Money market funds	$	861	$	861	$	—	$	—
Money market funds and fixed deposits	$	6,857	$	6,857	$	—	$	—
Fixed deposits		7,001		7,001		—		—
Corporate bonds		60,576		—		60,576		—
Corporate bonds		61,728		—		61,728		—
Asset-backed securities		22,031		—		22,031		—
Asset-backed securities		20,362		—		20,362		—
U.S. government securities		38,634		—		38,634		—
U.S. government securities		36,354		—		36,354		—
Total cash equivalents and marketable debt securities	$	128,098	$	6,857	$	121,241	$	—
Total cash equivalents and marketable debt securities	$	126,306	$	7,862	$	118,444	$	—
	As of January 31, 2025
	Total		Level 1		Level 2		Level 3
	(in thousands)
Money market funds	$	849	$	849	$	—	$	—
Money market funds and fixed deposits	$	3,849	$	3,849	$	—	$	—
Fixed deposits		3,000		3,000		—		—
Corporate bonds		55,126		—		55,126		—
Asset-backed securities		20,365		—		20,365		—
U.S. government securities		30,152		—		30,152		—
Total cash equivalents and marketable debt securities	$	109,492	$	3,849	$	105,643	$	—

3. Inventories

Inventories at ~~July~~October 31, 2025 and January 31, 2025 consisted of the following:

	As of
	July 31, 2025		January 31, 2025
	October 31, 2025		January 31, 2025
	(in thousands)
Work-in-progress	$	2229,~~234~~185	$	20,546
Finished goods		119,~~574~~974		13,882
Total	$	3339,~~808~~159	$	34,428

4. Property and Equipment, Net

Depreciation expense was approximately $1.2 million and $1.2 million for the three months ended ~~July~~October 31, 2025 and 2024, respectively, and was approximately $2.3.5 million and $23.46 million for the ~~six~~nine months ended ~~July~~October 31, 2025 and 2024, respectively. Property and equipment at ~~July~~October 31, 2025 and January 31, 2025 consisted of the following:

	As of
	July 31, 2025			January 31, 2025
	October 31, 2025			January 31, 2025
	(in thousands)
Computer hardware and software	$	27,~~488~~783		$	25,730
Tools and equipment		98,~~226~~951			8,625
Furniture and fixtures		12,~~409~~219			1,376
Leasehold improvements		32,~~464~~457			3,455
Construction in progress		~~861~~466			307
		42,448			39,493
		41,876			39,493
Less: accumulated depreciation and amortization		(3231,~~356~~151	)		(30,409	)
Total property and equipment, net	$	10,~~092~~725		$	9,084

5. Goodwill and Intangible Assets, Net

Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired in a business combination.

Intangible assets primarily consist of software licenses as well as developed technology, customer relationships and trade name that were acquired from business combinations.

The Company enters into certain software license agreements with third parties from time-to-time. The software licenses consist of noncancelable on-premise internal-use software and software with alternative use that is to be sold, leased or otherwise marketed as part of a product. The licenses have been capitalized as intangible assets, and the corresponding future payments have been recorded as liabilities at net present value. As of ~~July~~October 31, 2025, ~~software~~approximately ~~license~~$3.5 ~~liabilities~~million of ~~approximately~~software ~~$4.8~~license ~~million~~liabilities were recorded in accrued and other current liabilities and approximately $0.4 million were recorded in other long-term liabilities in the condensed consolidated balance sheets.

The components of intangible assets as of ~~July~~October 31, 2025 and January 31, 2025 were as follows:

	As of July 31, 2025							As of January 31, 2025
	As of October 31, 2025							As of January 31, 2025
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(in thousands)
Software licenses	$	4647,~~891~~361	$	(2326,~~569~~750	)	$	2320,~~322~~611	$	45,051	$	(18,755	)	$	26,296
Developed technology		21,200		(1112,~~504~~261	)		98,~~696~~939		21,200		(9,989	)		11,211
Customer relationships		13,200		(5,~~500~~867	)		7,~~700~~333		13,200		(4,767	)		8,433
Trade name		2,500		(1,~~339~~429	)		1,~~161~~071		2,500		(1,161	)		1,339
Total intangible assets, net	$	8384,~~791~~261	$	(4146,~~912~~307	)	$	4137,~~879~~954	$	81,951	$	(34,672	)	$	47,279

The amortization expense associated with software licenses was approximately $3.32 million and $3.01 million for the three months ended ~~July~~October 31, 2025 and 2024, respectively, and was approximately $610.80 million and $69.01 million for the ~~six~~nine months ended ~~July~~October 31, 2025 and 2024, respectively. The amortization expense associated with acquisition-related intangible assets, including developed technology, customer relationships and trade name, was approximately $1.2 million and $1.2 million for the three months ended ~~July~~October 31, 2025 and 2024, respectively, and was approximately $23.46 million and $23.46 million for the ~~six~~nine months ended ~~July~~October 31, 2025 and 2024, respectively. As of ~~July~~October 31, 2025, the Company has not commenced amortization with respect to approximately $7.03 million of software licenses with alternative uses that are to be sold, leased or otherwise marketed as part of products. Once the associated products are available for general release to customers, the Company will commence amortization on a product-by-product basis over the remaining estimated economic life of the products. The expected future amortization expense related to the intangible assets as of ~~July~~October 31, 2025 is as follows:

	As of
	July 31, 2025
	October 31, 2025
Fiscal Year	(in thousands)
2026 (6 months remaining)	$	6,945
2026 (3 months remaining)	$	2,621
2027		8,~~579~~503
2028		7,~~419~~312
2029		6,~~125~~166
2030		3,~~726~~768
Thereafter		9,~~085~~584
Total future amortization expenses:	$	4137,~~879~~954

Goodwill and intangible assets are tested for impairment at least annually, in the fourth fiscal quarter, or more frequently if events or changes in circumstances indicate that they may be impaired. There were no goodwill and intangible asset impairments for the three and ~~six~~nine months ended ~~July~~October 31, 2025 and 2024, respectively.

6. Accrued and Other Current Liabilities

Accrued and other current liabilities at ~~July~~October 31, 2025 and January 31, 2025 consisted of the following:

	As of
	July 31, 2025		January 31, 2025
	October 31, 2025		January 31, 2025
	(in thousands)
Accrued employee compensation	$	2025,~~732~~386	$	22,941
Accrued product development costs		3241,~~159~~010		32,929
Software license liabilities, current		43,~~759~~546		7,021
Development deposit liability		13,500		13,500
Other accrued liabilities		54,~~040~~956		4,390
Total accrued and other current liabilities	$	7688,~~190~~398	$	80,781

The accrued employee compensation primarily consists of accrued payroll and accrued employee benefits, as well as employee stock purchase plan withholding. In the first quarter of fiscal year 2026, approximately $9.8 million of annual bonus was paid, of which $3.7 million was paid in cash and $6.1 million was settled with fully vested restricted stock units. The $13.5 million of development deposit liability represents a cash advance from a customer for funding a development project that is subject to certain refund conditions.

7. Leases

~~There~~In ~~were~~December no2024, ~~material~~the ~~lease~~Company ~~agreements~~ entered into, ora ~~modified~~new office lease for its headquarters in Santa Clara, ~~during~~California ~~the~~with ~~six~~a term of 104 months ~~ended~~from ~~July~~September 311, 2025 to April 30, 2034 and an option to extend for an additional five years. The ~~operating~~ lease ~~expense~~commencement date was ~~approximately~~established $0on September 1, 2025.9 ~~million~~Accordingly, ~~and~~an operating lease right-of-use (ROU) asset of approximately $110.0 million, ~~for~~net ~~the~~of ~~three~~$0.5 ~~months~~million ~~ended~~of ~~July~~lease ~~31,~~incentives ~~2025~~ and ~~2024~~prepayments, ~~respectively,~~ and ~~was~~a ~~approximately~~corresponding $110.85 million ~~and~~lease ~~$2.0~~liability ~~million~~was ~~for~~recorded in the ~~six~~condensed ~~months~~consolidated ~~ended~~balance ~~July~~sheets ~~31,~~as ~~2025~~of ~~and~~the ~~2024,~~lease ~~respectively~~commencement date. The ~~Company's~~optional ~~short-~~lease term ~~leases~~is ~~and finance leases were~~ not ~~material~~recognized as part of ~~July~~the ~~31,~~ROU ~~2025~~asset and ~~January~~lease ~~31, 2025, respectively~~liability.

Supplemental cash flow information related to the operating leases is as follows:

	Three Months Ended July 31,				Six Months Ended July 31,
	2025		2024		2025		2024
	(in thousands)
Cash paid for operating leases included in operating cash flows	$	974	$	1,004	$	1,945	$	1,987
Operating lease assets obtained in exchange for lease obligations	$	66	$	3,335	$	66	$	3,335

The operating lease expense was approximately $0.9 million and $0.9 million for the three months ended October 31, 2025 and 2024, respectively, and was approximately $2.7 million and $2.9 million for the nine months ended October 31, 2025 and 2024, respectively. The Company's short-term leases and finance leases were not material as of October 31, 2025 and January 31, 2025, respectively.

AsSupplemental ofcash ~~July~~flow ~~31,~~information ~~2025,~~related ~~the~~to ~~weighted average remaining lease term is 2.16 years, and~~ the ~~weighted~~operating ~~average~~leases ~~discount rate~~ is ~~3.25 percent. Future minimum lease payments for the lease liabilities are~~ as follows:

	As of
	Three Months Ended October 31,					Nine Months Ended October 31,
	July 31, 2025
	2025			2024		2025		2024
Fiscal Year	(in thousands)
	(in thousands)
2026 (6 months remaining)	$	960
Cash paid for operating leases included in operating cash flows	$	464		$	950	$	2,409	$	2,937
2027		1,661
Operating lease assets obtained in exchange for lease obligations	$	9,992		$	141	$	10,058	$	3,476
2028		836
2029		27
2030		26
Thereafter		20
Total future annual minimum lease payments		3,530
Less: interest		(88	)
Total lease liabilities	$	3,442

As of October 31, 2025, the weighted average remaining lease term is 7.06 years, and the weighted average discount rate is 7.96 percent. Future minimum lease payments for the lease liabilities are as follows:


	As of
	October 31, 2025
Fiscal Year	(in thousands)
2026 (3 months remaining)	$	492
2027		2,991
2028		2,653
2029		1,896
2030		1,952
Thereafter		8,684
Total future annual minimum lease payments		18,668
Less: interest		(5,022	)
Total lease liabilities	$	13,646

8. Deferred Revenue

Deferred revenue is primarily related to nonrecurring engineering (NRE) charges that are either invoiced or paid but for which the related performance obligations are not yet satisfied, as well as, for product shipments, a portion of a transaction price that exceeds the weighted average selling price for products sold to date under tiered-pricing contracts that contain material rights. During the ~~six~~nine months ended ~~July~~October 31, 2025 and 2024, the ~~amount~~amounts recognized as revenue that ~~was~~were included in the deferred revenue balance at the end of prior fiscal ~~year~~years ~~was~~were approximately $78.78 million and $0.68 million, respectively.

As of ~~July~~October 31, 2025, the amount of remaining unsatisfied performance obligations on contracts, primarily consisting of NRE project service agreements and product purchase orders with original contract duration of more than one year, was approximately $39.24 million, of which approximately 8173% is expected to be recognized within the next 12 months. This does not include amounts from contracts that have an original expected contract duration of one year or less.

9. Other Long-Term Liabilities

Other long-term liabilities at ~~July~~October 31, 2025 and January 31, 2025 consisted of the following:

	As of
	July 31, 2025		January 31, 2025
	October 31, 2025		January 31, 2025
	(in thousands)
Unrecognized tax benefits, including interest	$	1,~~104~~165	$	1,008
Deferred tax liabilities		694		695
Software license liabilities, non-current		~~448~~399		2,420
Other long-term liabilities		55		3
Long-term deferred revenue		3,149		—
Total other long-term liabilities	$	2,301	$	4,126
Other long-term liabilities		4		3
Total other long-term liabilities	$	5,411	$	4,126

10. Capital Stock

Preference shares

There were no preference shares issued and outstanding as of ~~July~~October 31, 2025 and January 31, 2025, respectively.

Ordinary shares

In the first quarter of fiscal year 2026, the Company added 524,549 shares to the ordinary shares reserved for issuance, pursuant to an “evergreen” provision contained in the Amended and Restated 2012 Employee Stock Purchase Plan, or ESPP. Pursuant to such provision, for each fiscal year, the number of ordinary shares reserved for issuance under the ESPP is automatically increased by a number equal to the lesser of (i) 1,500,000 ordinary shares, (ii) one and one quarter percent (1.25%) of the aggregate number of ordinary shares outstanding on February 1st of each fiscal year, or (iii) an amount determined by the Company’s Board of Directors or a duly authorized committee of the Board of Directors.

As of ~~July~~October 31, 2025 and January 31, 2025, the following ordinary shares were reserved for future issuance under the Company’s equity plans and employee stock purchase plan:

	As of
	July 31, 2025		January 31, 2025
	October 31, 2025		January 31, 2025
Shares reserved for options, restricted stock and restricted stock units under equity plans		4,~~355~~069,~~421~~245		4,991,570
Shares reserved for employee stock purchase plan		43,~~062~~975,~~385~~230		3,636,591

Share repurchase program

On May 28, 2025, the Company's Board of Directors approved an extension of the Company's existing share repurchase program for an additional twelve months through June 30, 2026. During the ~~six~~nine months ended ~~July~~October 31, 2025, the Company repurchased a total of 24,152 shares for approximately $1.0 million in cash. As of ~~July~~October 31, 2025, there was approximately $48.0 million available for repurchases under the current repurchase program through June 30, 2026. Repurchases may be made from time-to-time through open market purchases, 10b5-1 plans or privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. The repurchase program does not obligate the Company to acquire any particular amount of ordinary shares, and it may be suspended at any time at the Company’s discretion. The repurchase program is funded using the Company’s working capital and any repurchased shares are recorded as authorized but unissued shares.

11. Stock-based Compensation

The following table presents the classification of stock-based compensation for the periods indicated:

Three Months Ended July 31,

Six Months Ended July 31,

Three Months Ended October 31,

Nine Months Ended October 31,

2025

2024

2025

2024

(in thousands)

Stock-based compensation:

Cost of revenue

~~780~~658

~~833~~899

12,~~731~~389

12,~~440~~339

Research and development

16,~~972~~776

18,~~395~~637

3451,~~557~~333

3654,~~016~~653

Selling, general and administrative

78,~~436~~307

87,~~384~~311

1523,~~030~~337

1623,~~192~~503

Total stock-based compensation

25,~~188~~741

2726,~~612~~847

5177,~~318~~059

5380,~~648~~495

As of ~~July~~October 31, 2025, approximately $25.6 million of stock-based compensation expense was accrued in accrued and other current liabilities in the condensed consolidated balance sheets. Total unrecognized compensation cost related to unvested restricted stock units at ~~July~~October 31, 2025 was approximately $~~137~~175.51 million and is expected to be recognized over a weighted-average period of 2.2352 years. Total unrecognized compensation cost related to unvested stock options at ~~July~~October 31, 2025 was immaterial.

The following table sets forth the weighted-average assumptions used to estimate the fair value of employee stock purchase plan awards for the periods indicated:

	Three Months Ended July 31,						Six Months Ended July 31,
	Three Months Ended October 31,						Nine Months Ended October 31,
	2025			2024			2025			2024
Employee stock purchase plan awards:
Volatility		—68	%		—56	%		5461	%		3947	%
Risk-free interest rate		—3.81	%		—4.55	%		4.2905	%		54.3897	%
Expected term (years)	0.5	—		0.5	—		0.5			0.5
Dividend yield		—0	%		—0	%		0	%		0	%

The following table summarizes stock option activities for the period indicated:

	Options Outstanding
									Weighted-
							Total Intrinsic		Average
						Weighted-	Value Of		Remaining		Aggregate
				Weighted-		Average	Options		Contractual		Intrinsic
				Average		Grant-date	Exercised		Term		Value
	Shares			Exercise Price		Fair Value	(in thousands)		(in years)		(in thousands)
Outstanding at January 31, 2025		226,616		$	52.20
Exercised		(1747,~~284~~641	)		4243.9740		$	~~440~~1,615
Expired		(916,~~119~~619	)		7675.5200
Outstanding at July 31, 2025		200,213			51.89					2.65	$	3,417
Outstanding at October 31, 2025		162,356			52.45					2.26	$	5,556
Exercisable at July 31, 2025		200,154		$	51.90					2.64	$	3,414
Exercisable at October 31, 2025		162,343		$	52.46					2.26	$	5,555

The intrinsic value of options outstanding and exercisable is calculated based on the difference between the fair market value of the Company’s ordinary shares on the reporting date and the exercise price. The closing price of the Company’s ordinary shares on ~~July~~October 31, 2025 was $6685.0923, as reported by The Nasdaq Global Select Market. The intrinsic value of exercised options is calculated based on the difference between the fair market value of the Company’s ordinary shares on the exercise date and the exercise price.

The following table summarizes restricted stock unit activities for the period indicated:

				Weighted-
				Average
				Grant-Date
	Shares			Fair Value
Unvested at January 31, 2025		2,645,379		$	71.84
Granted		~~551~~1,~~855~~359,268			6574.8630
Vested		(~~618~~874,~~865~~684	)		7374.5915
Forfeited		(~~164~~221,~~827~~545	)		9186.5696
Unvested at July 31, 2025		2,413,542		$	68.68
Unvested at October 31, 2025		2,908,418		$	71.15

As of ~~July~~October 31, 2025, the aggregate intrinsic value of unvested restricted stock units was $~~159~~247.59 million.

12. Net Loss Per Ordinary Share

The following table sets forth the computation of basic and diluted net loss per ordinary share for the periods indicated:

	Three Months Ended July 31,						Six Months Ended July 31,
	Three Months Ended October 31,						Nine Months Ended October 31,
	2025			2024			2025			2024
	(in thousands, except share and per share data)
Numerator:
Net loss	$	(1915,~~995~~107	)	$	(3424,~~889~~071	)	$	(4459,~~323~~430	)	$	(7296,~~821~~892	)
Denominator:
Weighted-average ordinary shares - basic		42,~~546~~866,~~979~~916			41,~~129~~479,~~754~~459			42,~~383~~544,~~475~~622			4041,~~952~~128,~~373~~068
Weighted-average ordinary shares - diluted		42,~~546~~866,~~979~~916			41,~~129~~479,~~754~~459			42,~~383~~544,~~475~~622			4041,~~952~~128,~~373~~068
Net loss per ordinary share:
Basic	$	(0.4735	)	$	(0.8558	)	$	(1.0540	)	$	(12.7836	)
Diluted	$	(0.4735	)	$	(0.8558	)	$	(1.0540	)	$	(12.7836	)

The following weighted-average potentially dilutive securities were excluded from the computation of diluted net loss per ordinary share as their effect would have been antidilutive:

Three Months Ended July 31,

Six Months Ended July 31,

Three Months Ended October 31,

Nine Months Ended October 31,

2025

2024

2025

2024

Options to purchase ordinary shares

7273,~~032~~719

~~206~~190,~~350~~382

8279,~~416~~517

~~212~~205,~~630~~214

Restricted stock units

~~673~~1,~~201~~530,417

12,~~722~~272,~~605~~057

~~717~~988,~~380~~392

12,~~906~~028,~~833~~574

Employee stock purchase plan

622,~~734~~054

1015,~~097~~209

1014,~~027~~036

911,~~663~~512

751,967

1,939,052

809,823

2,129,126

1,626,190

2,477,648

1,081,945

2,245,300

13. Income Taxes

The following table provides details of income taxes for the periods indicated:

	Three Months Ended July 31,						Six Months Ended July 31,
	Three Months Ended October 31,						Nine Months Ended October 31,
	2025			2024			2025			2024
	(in thousands)
Loss before income taxes	$	(1914,~~742~~174	)	$	(3423,~~142~~419	)	$	(4357,~~425~~599	)	$	(7194,~~316~~735	)
Provision for income taxes		~~253~~933			~~747~~652			~~898~~1,831			12,~~505~~157
Effective tax rate	(16.36)%			(2.28)%			(23.12)%			(2.13)%

The Company recorded an expense for income taxes of $0.3 million and $0.9 million for the three and six months ended July 31, 2025, respectively. The Company recorded an expense for income taxes of $0.7 million and $1.5 million for the three and six months ended July 31, 2024, respectively. The decreases in income tax expense for the three and six months ended July 31, 2025, as compared to the same periods in the prior fiscal year, were primarily due to a decrease in the proportion of profits generated in the U.S. and reduction in U.S. tax expenses because of the One Big Beautiful Bill Act (OBBBA). 18

OnThe ~~July~~Company 4,recorded ~~2025,~~an ~~President~~expense ~~Trump~~for ~~signed~~income ~~the~~taxes ~~OBBBA,~~of ~~which~~$0.9 ~~includes~~million aand ~~broad~~$1.8 ~~range~~million offor ~~tax~~the ~~reform~~three ~~provisions~~and ~~affecting~~nine ~~businesses~~months ended October 31, 2025, respectively. The ~~OBBBA~~Company ~~includes~~recorded ~~numerous~~an ~~changes~~expense tofor ~~existing~~income ~~tax~~taxes ~~law~~of ~~including~~$0.7 ~~extending~~million orand ~~making~~$2.2 ~~permanent~~million ~~certain~~for ~~business~~the three and ~~international~~nine ~~tax~~months ~~measures~~ended ~~initially~~October ~~established~~31, ~~under~~2024, ~~the~~respectively. ~~2017~~The ~~Tax~~increased ~~Cuts~~income ~~and~~tax ~~Jobs~~expense ~~Act~~for the three months ended October 31, ~~which~~2025 ~~were~~was ~~set~~primarily due to ~~expire~~an increase in forecasted full-year profit. The ~~Company~~decreased isincome tax expense for the nine months ended October 31, 2025 was primarily due to a decrease in the ~~process~~proportion of ~~evaluating~~profits generated in the ~~financial~~U.S. ~~statement~~and ~~impact~~reduction ofin ~~these~~U.S. ~~provisions~~tax toexpenses ~~future~~because ~~periods,~~of ~~but~~the ~~does~~One ~~not~~Big ~~expect~~Beautiful ~~the~~Bill Act (OBBBA), topartially ~~have~~offset aby ~~material~~an ~~impact~~increase onin ~~its~~forecasted ~~consolidated~~full-year ~~financial statements~~profit.

On July 4, 2025, President Trump signed the OBBBA, which includes a broad range of tax reform provisions affecting businesses. The OBBBA includes numerous changes to existing tax law including extending or making permanent certain business and international tax measures initially established under the 2017 Tax Cuts and Jobs Act, which were set to expire. The Company is in the process of evaluating the financial statement impact of these provisions to future periods and does not expect the OBBBA to have a material impact on its consolidated financial statements.

The Company files federal and state income tax returns in the United States and in various foreign jurisdictions. The Company’s fiscal years 2022 through 2025 are generally open and subject to potential examination by U.S. federal tax authorities. The Company’s fiscal years 2021 through 2025 are generally open and subject to potential examination by state tax authorities. The Company’s fiscal years 2018 to 2025 remain open to examination by foreign tax authorities. Fiscal years outside of the normal statute of limitations remain open to audit by tax authorities due to tax attributes generated in those earlier years, which have been carried forward and may be audited in subsequent years when utilized.

The Company regularly assesses the likelihood of adverse outcomes resulting from potential tax examinations to determine the adequacy of its provision for income taxes. These assessments can require considerable estimates and judgments. As of ~~July~~October 31, 2025, the gross amount of unrecognized tax benefits was approximately $2122.20 million. If the estimates of income tax liabilities prove to be less than the ultimate assessment, then a further charge to expense could be required. If events occur, and the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities could result in tax benefits being recognized in the period in which the Company determines the liabilities are no longer necessary. At this time the Company is not able to reasonably estimate the amount of tax reserve that will reverse within the next 12 months.

14. Commitments and Contingencies

Contract Manufacturer Commitments

18The Company’s components and products are procured and built by independent contract manufacturers based on sales forecasts. These forecasts include estimates of future demand, historical trends, analysis of sales and marketing activities, and adjustment of overall market conditions. The Company regularly issues purchase orders to independent contract manufacturers which are cancelable upon agreement between the Company and third-party manufacturers. These manufacturing purchase commitments typically provide the Company with flexibility to cancel, reschedule or adjust requirements based upon business needs but the Company may incur certain costs depending on the production stage of the products. As of October 31, 2025 and January 31, 2025, total manufacturing purchase commitments were approximately $106.2 million and $56.4 million, respectively. On a quarterly basis, the Company also reviews and assesses the need for any expected loss liabilities for products that it does not expect to sell for which it has committed purchases from suppliers and records the liabilities in accrued and other current liabilities in the condensed consolidated balance sheets. There were no material loss liabilities recorded in the condensed consolidated balance sheets from adverse purchase commitments as of October 31, 2025 and January 31, 2025, respectively.

The Company’s components and products are procured and built by independent contract manufacturers based on sales forecasts. These forecasts include estimates of future demand, historical trends, analysis of sales and marketing activities, and adjustment of overall market conditions. The Company regularly issues purchase orders to independent contract manufacturers which are cancelable upon agreement between the Company and third-party manufacturers. These manufacturing purchase commitments typically provide the Company with flexibility to cancel, reschedule or adjust requirements based upon business needs but the Company may incur certain costs depending on the production stage of the products. As of July 31, 2025 and January 31, 2025, total manufacturing purchase commitments were approximately $69.3 million and $56.4 million, respectively. On a quarterly basis, the Company also reviews and assesses the need for any expected loss liabilities for products that it does not expect to sell for which it has committed purchases from suppliers and records the liabilities in accrued and other current liabilities in the condensed consolidated balance sheets. There were no material loss liabilities recorded in the condensed consolidated balance sheets from adverse purchase commitments as of July 31, 2025 and January 31, 2025, respectively.

Other Commitments

~~There~~During ~~have~~the ~~been~~three nomonths ~~material~~ended ~~changes~~October to31, ~~other~~2025, ~~commitments~~the asCompany ~~compared~~entered tointo ~~the~~a ~~other~~noncancelable ~~commitments~~on-premise ~~described~~internal-use insoftware ~~the~~license ~~Company's~~agreement ~~Annual~~for ~~Report~~product ondesign. ~~Form~~As ~~10-K~~of October 31, 2025, total cash payments for the ~~2025~~license ~~fiscal~~are ~~year~~approximately ~~filed~~$5.3 ~~with~~million, of which $3.5 million will be paid within 12 months and the ~~SEC~~remaining on$1.8 ~~March~~million 28will be paid within 12 to 24 months. The license term does not commence until November 1, 2025.

Except as described above, there have been no material changes to other commitments as compared to the other commitments described in the Company's Annual Report on Form 10-K for the 2025 fiscal year filed with the SEC on March 28, 2025.

Indemnification

The Company, from time to time, in the normal course of business, indemnifies certain vendors with whom it enters into contractual relationships. The Company has agreed to hold the other party harmless against third-party claims in connection with the Company’s future products. The Company also indemnifies certain customers against third-party claims related to certain intellectual property and product liability matters. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim. The Company has not made payments under these obligations as of ~~July~~October 31, 2025, and no liabilities have been recorded for these obligations in the condensed consolidated balance sheets as of ~~July~~October 31, 2025 and January 31, 2025, respectively.

Other Matters

From time to time, the Company is subject to commercial disputes, employment issues, intellectual property claims and litigation, in the ordinary course of its business. Although the ultimate disposition of asserted claims cannot be predicted with certainty, it is the Company’s belief that the outcome of any such claims, either individually or on a combined basis, will not have a material adverse effect on its consolidated financial position. The results of any litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. As of ~~July~~October 31, 2025 and January 31, 2025, there were no accruals for contingent liabilities related to such matters recorded in the condensed consolidated balance sheets.

15. Segment Reporting

The Company operates as a single operating and reportable segment and derives substantially all of its revenue from development and sales of low-power AI-based processing and video and image processing SoC solutions. In determination of a reportable segment, the Company considers the research and development deployed, the nature of production process, the distribution channels of SoCs, as well as the Company’s management structure. The Chief Executive Officer of the Company has been identified as the Chief Operating Decision Maker (the CODM) and manages the Company’s operations as a whole. The CODM uses net loss presented on a consolidated basis to evaluate the financial performance and allocate resources. The CODM also monitors budget versus actual results of the operating segment. The measure of reportable segment assets is reported within the condensed consolidated balance sheets as total assets. The accounting policies for the measurement of net loss and total assets of the reportable segment have been described in the Note 1, Organization and Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the 2025 fiscal year filed with the SEC on March 28, 2025.

Geographic Revenue

The following table sets forth the Company’s revenue by geographic region based on bill-to location for the periods indicated.

Three Months Ended July 31,

Six Months Ended July 31,

Three Months Ended October 31,

Nine Months Ended October 31,

2025

2024

2025

2024

(in thousands)

Taiwan

6875,~~137~~961

3954,~~830~~612

~~122~~197,~~036~~997

73128,~~515~~127

Asia Pacific other than Taiwan

1720,~~789~~177

1315,~~620~~733

3454,~~348~~525

2642,~~370~~103

Europe

43,~~690~~181

5,~~744~~991

1316,~~429~~610

915,~~943~~934

North America other than United States

47,~~197~~353

35,~~507~~756

916,~~342~~695

612,~~277~~033

United States

~~698~~1,780

~~1,023~~561

24,~~228~~008

2,~~092~~653

Total revenue

95108,~~511~~452

6382,~~724~~653

~~181~~289,~~383~~835

~~118~~200,~~197~~850

Substantially all of the Company’s property and equipment were located in the United States, Taiwan, Europe and Asia Pacific region other than Taiwan. As of July 31, 2025, the net amount of fixed assets located in these regions was approximately $5.0 million, $3.7 million, $1.1 million and $0.3 million, respectively. As of January 31, 2025, the net amount of these fixed assets located in these regions was approximately $3.7 million, $4.0 million, $1.1 million and $0.3 million, respectively. 20

Substantially all of the Company’s property and equipment were located in the United States, Taiwan, Europe and Asia Pacific region other than Taiwan. As of October 31, 2025, the net amount of fixed assets located in these regions was approximately $5.6 million, $3.8 million, $1.1 million and $0.2 million, respectively. As of January 31, 2025, the net amount of these fixed assets located in these regions was approximately $3.7 million, $4.0 million, $1.1 million and $0.3 million, respectively.

Additional Segment Information

The following table presents the significant segment expenses included in the condensed consolidated net loss for the periods indicated:

Three Months Ended July 31,

Six Months Ended July 31,

Three Months Ended October 31,

Nine Months Ended October 31,

2025

2024

2025

2024

(in thousands)

Total revenue

95108,~~511~~452

6382,~~724~~653

~~181~~289,~~383~~835

~~118~~200,~~197~~850

Less cost and expense:

Product cost

3742,~~743~~452

2330,~~393~~949

70112,~~371~~823

4374,~~342~~291

Employee-related

32,~~066~~828

2928,~~079~~820

6396,~~525~~353

5786,~~462~~282

Stock-based compensation

25,~~188~~741

2726,~~612~~847

5177,~~318~~059

5380,~~648~~495

Semiconductor development cost

79,~~829~~227

68,~~230~~684

1423,~~601~~828

1221,~~604~~288

Tools & equipment

76,~~361~~422

6,~~596~~217

1521,~~427~~849

1118,~~969~~186

Professional services

3,~~804~~924

3,~~768~~582

711,~~491~~415

811,~~142~~724

Facilities-related

23,~~886~~342

2,~~697~~708

58,~~548~~890

58,~~464~~172

Other segment items (a)

~~823~~1,813

1,~~334~~065

13,~~779~~592

23,~~803~~868

Interest income

(2,~~194~~190

)

(2,~~096~~148

)

(46,~~354~~544

)

(46,~~416~~564

)

Net loss

(1915,~~995~~107

)

(3424,~~889~~071

)

(4459,~~323~~430

)

(7296,~~821~~892

)

(a) The other segment items include amortization of intangible assets acquired from business combinations, non-operating (income) expenses, income tax provision (benefit) and other immaterial items.

Major Customers

For the three and ~~six~~nine months ended ~~July~~October 31, 2025, the customer representing 10% or more of revenue was WT, which accounted for approximately 7170.32% and 6768.4% of total revenue, respectively. ~~For~~In the ~~three~~prior ~~months~~fiscal ~~ended July 31~~year, ~~2024,~~ the customers representing 10% or more of revenue were WT and ~~Hakuto~~Chicony, which accounted for approximately 6266.51% and 10.27% of total revenue, ~~respectively.~~for ~~For~~ the ~~six~~three months ended ~~July~~October 31, 2024, ~~the~~respectively, ~~customer~~and ~~representing~~accounted 10for approximately 63.8% orand ~~more~~10.2% of total revenue ~~was~~for ~~WT,~~the ~~which~~nine ~~accounted~~months ~~for~~ended ~~approximately~~October ~~62.2%~~31, of2024, ~~total revenue~~respectively. Accounts receivable with WT was approximately $1824.87 million and $12.3 million as of ~~July~~October 31, 2025 and January 31, 2025, respectively.

2021

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, and the consolidated financial statements and notes thereto for the fiscal year ended January 31, 2025 and management’s discussion and analysis of our financial condition and results of operations included in our Annual Report on Form 10-K for the 2025 fiscal year filed with the Securities and Exchange Commission, or SEC, on March 28, 2025.

This Quarterly Report on Form 10-Q, including this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, includes a number of forward-looking statements that involve many risks and uncertainties. Forward-looking statements are identified by the use of the words “would,” “could,” “will,” “may,” “expect,” “believe,” “should,” “anticipate,” “outlook,” “if,” “future,” “intend,” “plan,” “estimate,” “predict,” “potential,” “target,” “seek,” “project,” “forecast,” “continue” or “foreseeable” and similar words and phrases, including the negatives of these terms, or other variations of these terms, that denote future events. Such statements include, but are not limited to, statements concerning our market opportunity and our ability to compete in such markets, our product strategy, our ability to develop and introduce new solutions, our future financial and operating performance, our sales and marketing strategy, our investment strategy, research and development, our customer and supplier relationships and inventory levels, industry trends, our cash needs and capital requirements, our repurchase programs, our expectations about taxes, operating expenses, and cost recognition, the availability of third-party components and economic and political conditions. These statements reflect our current views with respect to future events and our potential financial performance, and are subject to risks and uncertainties that could cause our actual results and financial position to differ materially and adversely from what is projected or implied in any forward-looking statements included in this Quarterly Report on Form 10-Q. These factors include, but are not limited to: risks associated with revenue being generated from new customers or design wins, neither of which is assured; our ability to retain and expand customer relationships and to achieve design wins; risks associated with the overall economy, including higher inflation and escalating trade tensions between the U.S. and China; the commercial success of our customers’ products; our growth strategy; fluctuations in our operating results; our ability to anticipate future market demands and future needs and preferences of our customers; our ability to introduce new and enhanced solutions; the expansion of our current markets and our ability to successfully enter new markets; anticipated trends and challenges, including competition, in the markets in which we operate or seek to operate; our expectations regarding artificial intelligence and computer vision; our ability to effectively generate and manage growth; our ability to retain key employees; the potential for intellectual property disputes or other litigation; the risks described under Item 1A of Part II — “Risk Factors,” and Item 2 of Part I — “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; the risks described elsewhere in this Quarterly Report on Form 10-Q and those discussed in other documents we file with the SEC. We make these forward-looking statements based upon information available on the date of this Quarterly Report on Form 10-Q, and we have no obligation (and expressly disclaim any such obligation) to update or alter any forward-looking statements, whether as a result of new information or otherwise except as otherwise required by securities regulations.

Overview

We are a leading developer of low-power system-on-a-chip, or SoC, semiconductors providing powerful artificial intelligence, or AI, processing, advanced image signal processing and high-resolution video compression. Since inception, we have primarily served human viewing applications with video and image processors for enterprise, public infrastructure and home applications, such as internet protocol, or IP, security cameras, sports cameras, wearables, aerial drones, and aftermarket automotive video recorders. Our recent development efforts have focused on creating advanced AI technology that enables edge devices to visually perceive the environment and make decisions based on the data collected from cameras and, most recently, other types of sensors. This category of AI technology is known as edge inference AI, and our latest SoCs integrate our state-of-the-art video processor technology together with our deep learning neural network processing technology, which we refer to as CVflow™. The CVflow-architecture supports a variety of AI algorithms, including object detection, classification and tracking, semantic and instance segmentation, image processing, stereo object detection, and terrain mapping. CVflow can process other sensor modalities including lidar and radar, and allows customers to differentiate their products by porting their own, or third-party, neural networks and/or classical AI algorithms to our CVflow-based SoCs. Our latest third generation CVflow technology enables us to address incremental and computationally intense AI applications for deep fusion, deep planning, vision-language models (VLMs) and large language models (LLMs), as well as efficiently process transformer AI networks.

Our SoC designs fully integrate AI functionality, high-definition, or HD, video processing, image processing, audio processing, and system functions onto a single chip, delivering exceptional video and image quality at high compression rates, differentiated functionality and low power consumption. These AI-based technologies allow us to address a broader range of markets and applications requiring AI video features, including IP security cameras, a variety of automotive cameras, consumer cameras, and industrial and robotic applications. We anticipate that our AI technology will also enable us to capture more content per electronic system and increase our average selling price.

2122

Our development efforts are focused on SoCs that provide human viewing, AI and radar detection functionalities. As a result, we believe that our future revenue growth, if any, will significantly depend upon our ability to expand within camera markets with our AI technology, particularly in the Internet of Things, or IoT, markets, as well as emerging markets such as AI-enabled security cameras, AI-based driving applications, including driver monitoring systems, advanced blind spot detection, object detection, and deep learning algorithms for HD mapping solutions, automotive advanced driver assistance systems, or ADAS, applications, and industrial and robotics markets. We expect our research and development expenditures to increase in comparison to prior periods as we devote additional resources to the development of innovative video and image processing solutions with increased functionality, such as AI capabilities, and as we target new markets.

We sell our SoC solutions to leading original design manufacturers, or ODMs, and original equipment manufacturers, or OEMs, globally, and in the automotive market, we also sell to Tier-1 suppliers. We refer to ODMs and Tier-1 automotive suppliers as our customers and OEMs as our end customers, except as otherwise indicated or as the context otherwise requires.

Our sales cycles typically require a significant investment of time and a substantial expenditure of resources before we can realize revenue from the sale of our solutions, if any. Our typical sales cycle consists of a multi-month sales and development process involving our customers’ system designers and management and our sales personnel and software engineers. If successful, this process culminates in a customer’s decision to use our solutions in its system, which we refer to as a design win. Our sales efforts are typically directed to the OEM of the product that will incorporate our video and image processing solution, but the eventual design and incorporation of our SoC into the product may be handled by an ODM or Tier-1 supplier on behalf of the OEM.

Volume production may begin within 12 to 18 months after a design win, but could be longer in certain markets, depending on the complexity of our customer’s product and other factors upon which we may have little or no influence. In general, design cycles will be longer in the OEM automotive and industrial and robotics markets than in the IoT markets. Once our solutions have been incorporated into a customer’s design, they are likely to be used for the life cycle of the customer’s product. Conversely, a design loss to a competitor will likely preclude any opportunity for future revenue from such customer’s product. Even if we obtain a design win and our SoC remains a component through the life cycle of a customer’s product, the volume and timing of actual sales of our SoCs to the customer depend upon the production, release and market acceptance of that product, none of which are within our control. An IoT product typically has a life cycle of 12 to 24 months. We anticipate that product life cycles will typically be longer than 24 months in the OEM automotive and industrial and robotics markets, as new product introductions occur less frequently in these markets.

Financial Highlights

•

We recorded revenue of $95108.5 million and $~~181~~289.48 million for the three and ~~six~~nine months ended ~~July~~October 31, 2025, respectively. This represented increases of 4931.92% and 5344.53%, respectively, as compared to the same periods in the prior fiscal year. The increases in revenue were primarily attributable to higher product unit shipments, and an increased percentage of ~~our~~ sales from higher average selling price AI inference processors, ~~and~~as ~~higher~~a ~~nonrecurring~~result ~~engineering~~of ~~(NRE)~~high ~~project~~demand ~~service~~for ~~revenue~~our edge AI solutions.

•

We recorded operating losses of $2216.02 million and $4764.81 million for the three and ~~six~~nine months ended ~~July~~October 31, 2025, respectively, as compared to operating losses of $3625.35 million and $75101.72 million for the three and ~~six~~nine months ended ~~July~~October 31, 2024, respectively. The reductions in operating losses were primarily attributable to higher revenue and consequently, higher gross profit, partially offset by increases in operating expenses. The ~~increases~~increased in operating expenses primarily related to higher personnel and engineering-related costs, including chip development costs and tools and equipment expenses, as well as higher facility-related costs associated with relocating our US headquarters.

•

We generated cash flows from operating activities of $2054.36 million for the ~~six~~nine months ended ~~July~~October 31, 2025, as compared to $1.8.4 million for the ~~six~~nine months ended ~~July~~October 31, 2024. The increase in cash flows from operating activities was primarily attributable to aan ~~net~~increase ~~profit~~in ~~adjusted for certain non-cash items for the six months ended July 31, 2025 compared to a~~ net ~~loss~~profit adjusted for certain non-cash items ~~for the six months ended July 31~~, ~~2024.~~as ~~This~~well ~~increase~~as ~~was~~increased ~~partially~~liabilities ~~offset by lower net working capital~~ associated ~~primarily~~ with the timing of ~~collections and~~ payments ~~with~~to our ~~customers and~~ vendors.

On May 28, 2025, our Board of Directors approved an extension of the existing share repurchase program for an additional twelve months through June 30, 2026. During the six months ended July 31, 2025, we repurchased a total of 24,152 of our ordinary shares for approximately $1.0 million in cash. As of July 31, 2025, there was approximately $48.0 million available for repurchases under the repurchase program through June 30, 2026.

Factors Affecting Our Performance

2223

Ability to Capitalize on AI and Computer Vision Trends. We expect that AI and computer vision functionality will become an increasingly important requirement in many of our current and future markets, including IoT, automotive, industrial and robotics markets. As a result, we believe that our ability to develop advanced AI and computer vision technologies, enable and support customer product development in emerging applications, such as ADAS, advanced blind spot detection, object detection, classification and tracking, people recognition, retail analytics, and machine learning, and gain customer acceptance of our technology platform and solutions will be critical to our future success. Moreover, achieving design wins, particularly for computer vision-centric applications in the IoT, automotive, industrial and robotics markets, is vital to our ability to generate revenue growth. As such, we closely monitor our design wins with our customers. However, a design win may not successfully materialize into revenue, and even if it does result in revenue, the amount generated by each design win can vary significantly.

Ability to Develop and Introduce New or Enhanced Solutions. We operate in a dynamic environment characterized by rapidly changing technologies and technological obsolescence. To compete successfully, we must design, develop, market and sell enhanced solutions with increased levels of performance and functionality that meet the expectations of our customers, including advanced process technologies. As such, we continuously invest in our research and development projects, especially AI and computer vision technologies. However, failure to anticipate or timely develop new or enhanced solutions in response to technology shifts and trends could result in decreased revenue and our competitors achieving design wins we sought. In addition, our ability to successfully develop new and enhanced solutions depends on our continuing ability to hire, train, motivate and retain highly skilled engineers, which is not ensured. Moreover, any reliability or quality problems with our solutions could harm our reputation, increase additional development and replacement costs, and prevent us from retaining existing customers and attracting new customers.

Pricing, Product Cost and Margin. Our pricing and margins depend on the volumes and features of the solutions we provide to our customers. Additionally, we make significant investments in new solutions for both cost improvements and new features that we expect to drive revenue and maintain margins. In general, solutions incorporated into more complex configurations, such as those used in high-performance camera applications or, in the future, advanced driver assistance systems, have higher prices and higher gross margins as compared to solutions sold into lower-performing, more competitive camera applications. Our average selling price can vary by market and application due to market-specific supply and demand, the maturation of products launched in previous years and the launch of new products by us or our competitors and by product mix.

We continually monitor the cost of our solutions. As we rely on third-party manufacturers for the manufacture of our products, we maintain a close relationship with these suppliers to continually monitor production yields, component costs and design efficiencies.

Continued Concentration of Revenue by End Markets. Historically, our revenue has been significantly concentrated in a small number of end markets and we developed technologies to provide solutions for new markets as they emerged. Since fiscal year 2018, the IoT markets and automotive markets have been our largest end markets and sales into these markets collectively generated the majority of our revenue. We believe, however, that continued expansion into new markets is required to facilitate revenue growth and customer diversification. We have recently introduced solutions to address emerging applications and markets, such as the incorporation of AI and computer vision functionalities for AI-enabled security cameras, AI-based driving applications and industrial and robotics markets. While we will continue to seek to expand our end market exposure, we anticipate that sales to a limited number of markets will continue to account for a significant percentage of our total revenue for the foreseeable future. Our concentration in a limited number of markets may cause our financial performance to fluctuate significantly from period to period based on the success or failure of products that our SoCs are designed into as well as the overall growth or decline in the video capture markets in which we compete. In addition, we derive a significant portion of our revenue from a limited number of ODMs who build products on behalf of a limited number of OEMs and from a limited number of OEMs to whom we ship directly. We believe that our operating results for the foreseeable future will continue to depend on sales to a relatively small number of customers.

Sales Volume. A typical design win that successfully launches into the marketplace can generate a wide range of sales volumes for our solutions, depending on the end market demand for our customers’ products. Our ability to accurately forecast demand can be adversely affected by a number of factors, including the reputation of the end customer, market penetration, product capabilities, size of the end market that the product addresses, our end customers’ ability to sell their products, miscalculations by our customers of their inventory requirements, changes in market conditions, adverse changes in our product order mix and fluctuating demand for our customers’ products. In certain cases, we may provide volume discounts on sales of our solutions, which may be offset by lower manufacturing costs related to higher volumes. In general, our customers with greater market penetration and better branding tend to develop products that generate larger volumes over the product life cycle.

2324

Customer Product Life Cycle. We estimate our customers’ product life cycles based on the customer, type of product and end market. We typically commence commercial shipments from 12 to 18 months following a design win; however, in some markets, lengthier product and development cycles are possible, depending on the scope and nature of the project, such as in the automotive market. An IoT product typically has a product life cycle of 12 to 24 months. We anticipate that product development and product life cycles will typically be longer than 24 months in the OEM automotive, Tier-1 automotive suppliers and robotics markets, as new product introductions typically occur less frequently in these markets.

Impact of Global Supply Chain Conditions on Our Business. The semiconductor industry faced significant global supply chain challenges over the past few years. Supply chain issues can impact our business as they relate to both our suppliers and our customers. Recent supply chain challenges have largely subsided but may recur in future periods with changes in the macro-economic environment, including potential retaliatory tariffs and restrictions on exports to foreign locations due to the recent imposition of tariffs by the U.S. Government on imports.

Results of Operations

The following table sets forth a summary of our statement of operations for the periods indicated:

Three Months Ended July 31,

Six Months Ended July 31,

Three Months Ended October 31,

Nine Months Ended October 31,

2025

2024

2025

2024

Revenue

95108,~~511~~452

6382,~~724~~653

~~181~~289,~~383~~835

~~118~~200,~~197~~850

Cost of revenue

3943,~~280~~866

2432,~~983~~605

73117,~~616~~482

4678,~~296~~901

Gross profit

5664,~~231~~586

3850,~~741~~048

~~107~~172,~~767~~353

71121,~~901~~949

Operating expenses:

Research and development

5961,~~734~~451

5658,~~760~~389

~~118~~180,~~553~~004

~~110~~169,~~897~~286

Selling, general and administrative

1819,~~486~~383

1817,~~268~~169

3756,~~061~~444

3653,~~736~~905

Total operating expenses

7880,~~220~~834

75,~~028~~558

~~155~~236,~~614~~448

~~147~~223,~~633~~191

Loss from operations

(2116,~~989~~248

)

(3625,~~287~~510

)

(4764,~~847~~095

)

(75101,~~732~~242

)

Other income, net

2,~~247~~074

2,~~145~~091

46,~~422~~496

46,~~416~~507

Loss before income taxes

(1914,~~742~~174

)

(3423,~~142~~419

)

(4357,~~425~~599

)

(7194,~~316~~735

)

Provision for income taxes

~~253~~933

~~747~~652

~~898~~1,831

12,~~505~~157

Net loss

(1915,~~995~~107

)

(3424,~~889~~071

)

(4459,~~323~~430

)

(7296,~~821~~892

)

The following table sets forth operating results as a percentage of revenue of each line item for the periods indicated:

	Three Months Ended July 31,								Six Months Ended July 31,
	Three Months Ended October 31,								Nine Months Ended October 31,
	2025				2024				2025				2024
Revenue	100			%	100			%	100				100			%
Cost of revenue		4140				39				41				39
Gross profit		5960				61				59				61
Operating expenses:
Research and development		6357				8971				6562				9484
Selling, general and administrative		1918				2921				2019				3127
Total operating expenses		8275				~~118~~92				8581				~~125~~111
Loss from operations		(2315	)			(5731	)			(2622	)			(6450	)
Other income, net		2				3				2				3
Loss before income taxes		(2113	)			(5428	)			(2420	)			(6147	)
Provision for income taxes		—1				1				—1				1
Net loss		(2114	)	%		(5529	)	%		(2421	)	%		(6248	)	%

Revenue

2425

We derive substantially all of our revenue from the sale of low power AI-based processing and video and image processing SoC solutions to IoT OEMs, IoT ODMs, automotive OEMs or Tier-1 automotive suppliers, either directly or through our distributors. A substantial portion of our revenue from sales was made indirectly through ~~two~~one of our distributors, WT Microelectronics Co., Ltd., formerly Wintech Microelectronics Co., Ltd., or WT, which serves as our non-exclusive sales representative and fulfillment partner in Asia other than Japan, and ~~Hakuto Co., Ltd., or Hakuto, a Japanese distributor, and~~ to one ODM, Chicony Electronics Co., Ltd., or Chicony, which manufactures devices incorporating our solutions on behalf of multiple end-customers.

Our average selling prices fluctuate based on the mix of our solutions sold in a period which reflects the impact of both changes in unit sales of existing solutions as well as the introduction and sales of new solutions. Our AI-based solutions generally have higher selling prices than our traditional video and image processing SoC solutions that do not enable AI functionality. Our solutions are typically characterized by a life cycle that begins with higher average selling prices and lower volumes, followed by broader market adoption, higher volumes and average selling prices that are lower than initial levels.

The end markets into which we sell our products have seen significant changes as customer preferences have evolved in response to new technologies. As a result, the composition and timing of our revenue may change in future periods. We expect shifts in use of video capture to continue to change over time, as AI specialized use cases emerge and video capture continues to proliferate.

Cost of Revenue and Gross Margin

Cost of revenue includes the cost of materials, such as wafers processed by third-party foundries, costs associated with packaging, assembly, testing and manufacturing support operations, such as logistics, planning and quality assurance, as well as personnel costs (including stock-based compensation) related to project service agreements. Cost of revenue also includes indirect costs, such as inventory valuation reserves, adverse purchase commitment reserves, facility cost allocations, amortization of developed technology and software licenses, warranty and other general overhead costs.

We expect that our gross margin may fluctuate from period to period as a result of changes in customer mix, average selling price, product mix and the introduction of new products by us or our competitors. In general, solutions incorporated into more complex configurations, such as those used in high-performance cameras, and in future advanced automotive OEM applications, have had or are expected to have higher prices and higher gross margins, as compared to solutions sold into the lower-performance, more competitive camera applications. As semiconductor products mature and unit volumes sold to customers increase, their average selling prices typically decline. These declines may be paired with improvements in manufacturing yields and lower wafer, packaging and test costs, which offset some of the margin reduction that could result from lower selling prices.

Research and Development

Research and development expense primarily consists of personnel costs, including salaries, stock-based compensation and employee benefits. The expense also includes costs of development incurred in connection with our collaborations with our foundry vendors, costs of licensing intellectual property from third parties for product development, costs of development for software and hardware tools, costs of fabrication of mask sets for prototype products, the cost and depreciation of equipment, outside services as well as allocated depreciation and facility expenses. All research and development costs are expensed as incurred. We expect our research and development expense to generally increase in absolute dollars as we continue to enhance and expand our product features and offerings and increase headcount for new SoC development and development of AI technologies.

Selling, General and Administrative

Selling, general and administrative expense primarily consists of personnel costs, including salaries, stock-based compensation and employee benefits for our sales, marketing, finance, human resources, information technology and administrative personnel. The expense also includes amortization of trade name and customer relationships, professional service costs such as accounting, tax, or legal services, and allocated depreciation and facility expenses. We expect our selling, general and administrative expense to increase in absolute dollars as we continue to maintain the infrastructure and expand the size of our sales and marketing organization to support our business strategy of addressing new opportunities with our AI technology.

Other Income, Net

Other income, net, consists primarily of interest income and yields from our cash deposits and debt security investments, realized gains and losses from equity and debt security investments, subsidies and grants issued by governments, as well as gains and losses from foreign currency transactions and remeasurements.

2526

Provision (Benefit) for Income Taxes

We are incorporated and domiciled in the Cayman Islands and also conduct business in several locations such as the United States, China, Taiwan, Hong Kong, Italy, South Korea, Germany, and Japan, and we are subject to taxation in those jurisdictions. Our worldwide operating income is subject to varying tax rates, and our effective tax rate is highly dependent upon the geographic distribution of our earnings or losses and the tax laws and regulations in each geographical region. It is also subject to fluctuation from changes in the valuation of our deferred tax assets and liabilities; tax benefits from excess stock-based compensation deductions; transfer pricing adjustments and the tax effects of ~~nondeductible~~non-deductible compensation. We have historically had lower effective tax rates as a substantial percentage of our operations are conducted in lower-tax jurisdictions. If our operational structure were to change in such a manner that would increase the amount of operating income subject to taxation in higher-tax jurisdictions, or if we were to commence operations in jurisdictions assessing relatively higher tax rates, our effective tax rate could fluctuate significantly on a quarterly basis and/or be adversely affected.

Comparison of the Three and ~~Six~~Nine Months Ended ~~July~~October 31, 2025 and 2024

Revenue

	Three Months Ended July 31,				Change					Six Months Ended July 31,				Change
	Three Months Ended October 31,				Change					Nine Months Ended October 31,				Change
	2025		2024		Amount		%			2025		2024		Amount		%
	(dollars in thousands)
Revenue	$	95108,~~511~~452	$	6382,~~724~~653	$	3125,~~787~~799		4931.92	%	$	~~181~~289,~~383~~835	$	~~118~~200,~~197~~850	$	6388,~~186~~985		5344.53	%

Revenue increased for the three and ~~six~~nine months ended ~~July~~October 31, 2025, as compared to the same periods in the prior fiscal year, primarily due to higher product unit shipments, and an increased percentage of ~~our~~ sales from higher average selling price AI inference processors, ~~and~~as ~~higher~~a ~~NRE~~result ~~project~~of ~~service~~high ~~revenue~~demand for our edge AI solutions.

Gross Margin

	Three Months Ended July 31,						Change					Six Months Ended July 31,						Change
	Three Months Ended October 31,						Change					Nine Months Ended October 31,						Change
	2025			2024			Amount		%			2025			2024			Amount		%
	(dollars in thousands)
Gross margin		5859.96	%		60.86	%		—		(1.90	)%		59.45	%		60.87	%		—		(1.42	)%

Gross margin decreased for the three and ~~six~~nine months ended ~~July~~October 31, 2025, as compared to the same periods in the prior fiscal year, primarily due to higher manufacturing costs associated with advanced process technologies, ~~and~~as ~~lower~~well ~~sales~~as ofa ~~previously~~lower ~~reserved~~percentage ~~inventory,~~of ~~partially~~revenue ~~offset~~generated byfrom ~~an increase in~~ high margin nonrecurring engineering (NRE) project service ~~revenue~~.

Research and Development

	Three Months Ended July 31,				Change					Six Months Ended July 31,				Change
	Three Months Ended October 31,				Change					Nine Months Ended October 31,				Change
	2025		2024		Amount		%			2025		2024		Amount		%
	(dollars in thousands)
Research and development	$	5961,~~734~~451	$	5658,~~760~~389	$	23,~~974~~062		5.2	%	$	~~118~~180,~~553~~004	$	~~110~~169,~~897~~286	$	710,~~656~~718		6.93	%

Research and development expense increased for the three and ~~six~~nine months ended ~~July~~October 31, 2025, as compared to the same periods in the prior fiscal year, primarily due to approximately $2.1.9 million and $46.43 million, respectively, of additional engineering-related expenses associated with the progress and number of chips in development. The increases were also attributable to approximately $1.02 million and $3.4.6 million, respectively, of higher personnel costs, including stock-based compensation, ~~employee benefits~~ and ~~incentive~~employee ~~bonus~~benefits, as a result of ~~higher~~an increase in headcount.

2627

Selling, General and Administrative

	Three Months Ended July 31,				Change					Six Months Ended July 31,				Change
	Three Months Ended October 31,				Change					Nine Months Ended October 31,				Change
	2025		2024		Amount		%			2025		2024		Amount		%
	(dollars in thousands)
Selling, general and administrative	$	1819,~~486~~383	$	1817,~~268~~169	$	~~218~~2,214		112.29	%	$	3756,~~061~~444	$	3653,~~736~~905	$	~~325~~2,539		04.97	%

Selling, general and administrative expense increased for the three and ~~six~~nine months ended ~~July~~October 31, 2025, as compared to the same periods in the prior fiscal year, primarily due to approximately $02.90 million and $02.80 million, respectively, of higher ~~outside~~personnel ~~professional~~costs, ~~service~~including ~~expense~~stock-based ~~associated~~compensation ~~with~~and ~~our~~employee ~~business~~benefits. ~~development,~~The ~~partially~~increases ~~offset~~were byalso attributable to approximately $0.73 million and $0.54 million, respectively, of ~~lower~~higher ~~personnel~~outside ~~costs~~professional service expenses for legal and ~~facility-related~~administrative ~~expenses~~purposes.

Other Income, Net

	Three Months Ended July 31,				Change						Six Months Ended July 31,				Change
	Three Months Ended October 31,				Change						Nine Months Ended October 31,				Change
	2025		2024		Amount			%			2025		2024		Amount			%
	(dollars in thousands)
Other income, net	$	2,~~247~~074	$	2,~~145~~091	$	~~102~~(17	)		4(0.8	)%	$	46,~~422~~496	$	46,~~416~~507	$	6(11	)		(0.12	)%

The marginal ~~increase~~decrease in other income, net, for the three and ~~six~~nine months ended ~~July~~October 31, 2025, as compared to the same periods in the prior fiscal year, was primarily due to ~~higher~~lower ~~yields~~interest income from ~~debt~~our ~~security~~cash ~~investments~~deposits and lower subsidies received from a foreign government, partially offset by ~~lower~~higher ~~interest~~yields ~~income~~ from our ~~cash~~debt ~~deposit~~security ~~and~~investments. For the nine months ended October 31, 2025, the decrease was also attributable to higher net losses from foreign currency transactions and remeasurements.

Provision for Income Taxes

	Three Months Ended July 31,						Change							Six Months Ended July 31,						Change
	Three Months Ended October 31,						Change							Nine Months Ended October 31,						Change
	2025			2024			Amount			%				2025			2024			Amount			%
	(dollars in thousands)
Provision for income taxes	$	~~253~~933		$	~~747~~652		$	~~(494~~281	)		~~(66~~43.1	)	%	$	~~898~~1,831		$	12,~~505~~157		$	(~~607~~326	)		(4015.31	)	%
Effective tax rate	(16.36)		%	(2.28)		%		—		(3.8)	~~0.9~~		%	(23.12)		%	(2.13)		%	—			(0.9)	—		%

The quarterly income taxes reflect an estimate of the corresponding fiscal year’s annual effective tax rate and include, when applicable, adjustments from discrete tax items arising in the quarter.

The ~~decreases~~increased in income tax expense for the three ~~and six~~ months ended ~~July~~October 31, 2025, aswas ~~compared~~primarily due to ~~the~~an ~~same~~increase ~~periods~~ in forecasted full-year profit. The decreased income tax expense for the ~~prior~~nine ~~fiscal~~months ~~year~~ended October 31, ~~were~~2025 was primarily due to a decrease in the proportion of profits generated in the U.S. and reduction in U.S. tax expenses because of the One Big Beautiful Bill Act (OBBBA), partially offset by an increase in forecasted full-year profit.

On July 4, 2025, President Trump signed the OBBBA, which includes a broad range of tax reform provisions affecting businesses. The OBBBA includes numerous changes to existing tax law including extending or making permanent certain business and international tax measures initially established under the 2017 Tax Cuts and Jobs Act, which were set to expire. We are in the process of evaluating the financial statement impact of these provisions to future periods, ~~but~~and do not expect the OBBBA to have a material impact on our consolidated financial statements.

Liquidity and Capital Resources

As of ~~July~~October 31, 2025, we had cash, cash equivalents and marketable debt securities of approximately $~~261~~295.23 million. We invest in highly-liquid, short-term marketable debt securities and hold these investments as available-for-sale securities. Refer to Note 2 of the Notes to Condensed Consolidated Financial Statements for additional information.

2728

Cash Flows

The following table summarizes our cash flows for the periods indicated:

	Six Months Ended July 31,
	Nine Months Ended October 31,
	2025			2024
	(in thousands)
Net cash provided by operating activities	$	2054,~~307~~621		$	18,~~787~~406
Net cash provided by (used in) investing activities		(21,099	)		5,757
Net cash used in investing activities		(26,103	)		(30,060	)
Net cash provided by (used in) financing activities		(656	)		1,467
Net cash provided by financing activities		1,352			3,862
Net increase (decrease) in cash, cash equivalents and restricted cash	$	(129,~~448~~870	)	$	9(17,~~011~~792	)

Net Cash Provided by Operating Activities

Net cash provided by operating activities increased for the ~~six~~nine months ended ~~July~~October 31, 2025, as compared to the same period in the prior fiscal year, primarily attributable to aan ~~net~~increase ~~profit~~in ~~adjusted for certain non-cash items for the six months ended July 31, 2025 compared to a~~ net ~~loss~~profit adjusted for certain non-cash items ~~for the six months ended July 31~~, ~~2024.~~as ~~This~~well ~~increase~~as ~~was~~increased ~~partially~~liabilities ~~offset by lower net working capital~~ associated ~~primarily~~ with the timing of ~~collections and~~ payments ~~with~~to our ~~customers and~~ vendors.

Net Cash ~~Provided by (~~Used in) Investing Activities

Net cash used in investing activities ~~increased~~decreased for the ~~six~~nine months ended ~~July~~October 31, 2025, as compared to the same period in the prior fiscal year, primarily attributable to approximately $~~21.~~9.4 million of additional net cash ~~outflow~~received ~~for~~from our debt security investments, ~~and~~partially offset by approximately $5.04 million higher payments for the purchase of capital assets and software licenses.

Net Cash Provided by ~~(Used in)~~ Financing Activities

Net cash ~~used~~provided inby financing activities ~~increased~~decreased slightly for the ~~six~~nine months ended ~~July~~October 31, 2025, as compared to the same period in the prior fiscal year, primarily due to approximately $1.14 million less cash received from stock activities, ~~as well as~~ $1.0 million of cash paid for the repurchase of our ordinary shares as well as an additional $0.1 million financing payment for the purchase of software licenses.

Share Repurchase Program

On May 28, 2025, our Board of Directors approved an extension of the existing share repurchase program for an additional twelve months through June 30, 2026. Refer to Note 10 of the Notes to Condensed Consolidated Financial Statements for additional information.

Operating and Capital Expenditure Requirements

We believe that our existing cash balances will be sufficient to meet our anticipated cash requirements through at least the next 12 months. In the future, we may require more working capital to meet our operating and capital expenditure needs. If our available cash balances are insufficient to satisfy our future liquidity requirements, we may seek to sell equity or convertible debt securities or borrow funds commercially.

Contractual Obligations, Commitments and Contingencies

Manufacturing Purchase Obligations

As of ~~July~~October 31, 2025, we had purchase obligations with our independent contract manufacturers of $69106.32 million.

Intangible Assets

During the three months ended October 31, 2025, we entered into a noncancelable on-premise internal-use software license agreement for product design. As of October 31, 2025, total cash payments for the license are approximately $5.3 million, of which $3.5 million will be paid within 12 months and the remaining $1.8 million will be paid within 12 to 24 months.

Except as described above, there were no other material changes in our contractual obligations, commitments and contingencies from those disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025. Please see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations, Commitments and Contingencies” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025 for a description of our contractual obligations.

Off-Balance Sheet Arrangements

As of ~~July~~October 31, 2025, we did not engage in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities.

Recent Authoritative Accounting Guidance

See Note 1 of Notes to Condensed Consolidated Financial Statements for information regarding recently issued accounting pronouncements.

Critical Accounting Policies and Significant Management Estimates

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our Annual Report on Form 10-K for the 2025 fiscal year filed with the SEC on March 28, 2025.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the market risk as described in Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the 2025 fiscal year filed with the SEC on March 28, 2025.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based upon such evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as of ~~July~~October 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the Company’s fiscal quarter ended ~~July~~October 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations of Disclosure Controls and Internal Control over Financial Reporting

Because of their inherent limitations, our disclosure controls and procedures and our internal control over financial reporting may not prevent material errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to risks, including that the controls may become inadequate because of changes in conditions or that the degree of compliance with our policies or procedures may deteriorate.

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

We are not engaged in any material legal proceedings at this time. Refer to Note 14, Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

ITEM 1A. Risk Factors

Certain factors may have a material adverse effect on our business, financial condition and results of operations. You should consider carefully the risks and uncertainties described below, in addition to other information contained in this Quarterly Report on Form 10-Q, including our unaudited condensed consolidated financial statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occurs, our business, financial condition, results of operations, and future prospects could be materially and adversely affected. In that event, the trading price of our ordinary shares could decline, and you could lose part or all of your investment.

Summary of Risk Factors

Our business and our industry is subject to numerous risks and uncertainties, including those described in the following Risk Factors. These risks include, but are not limited to, the following:

•

If our customers do not design our solutions into their product offerings, or if our customers’ product offerings are not commercially successful, our business would suffer.

•

If we fail to penetrate new markets, including the automotive original equipment manufacturer (OEM) and advanced driver assistance systems (ADAS) market, our revenue and financial condition could be harmed.

•

If we fail to develop and introduce new or enhanced solutions that meet market requirements on a timely basis, our ability to attract and retain customers could be impaired and our competitive position could be harmed.

•

Impacts of the global supply chain challenges could adversely affect our business, financial condition, and results of operations.

•

Uncertain risks relating to the adoption, use or application of emerging technologies, including artificial intelligence, by our customers and in our business, could adversely impact our financial results and result in reputational harm and liability.

•

Shortages in, or increased costs of, wafers and materials could adversely impact our gross margins and lead to reduced revenues.

•

Our customers incorporate components supplied by multiple third parties, and a supply shortage or delay in delivery of these components could delay orders for our solutions by our customers.

•

Our primary inventory warehouse is located in Hong Kong and may be affected by political, social and economic conditions in Hong Kong.

•

Our target markets may not grow or develop as we currently expect and are subject to market risks, any of which could harm our business, revenue and operating results.

•

Our customers may cancel their orders, change production quantities or delay production. If we fail to accurately forecast demand for our solutions, revenue shortfalls or excess, obsolete or insufficient inventory could result.

•

We depend on a limited number of customers and end customers for a significant portion of our revenue. If we fail to retain or expand our customer relationships, our revenue could decline.

•

Achieving design wins is subject to lengthy competitive selection processes that require us to incur significant costs. Even if we begin a product design, a customer may decide to cancel or change its product plans, resulting in no revenue from such expenditures.

•

Some of our customers may require our products and our third-party contractors to undergo a qualification process that does not assure product sales. If we are unsuccessful or delayed in qualifying these products or third-party contractors with a customer, our business and operating results could suffer.

•

We expect competition to increase in the future, which could have an adverse effect on our revenue and market share.

•

A breach of our security systems may have a material adverse effect on our business.

•

While we intend to continue to invest in research and development, we may be unable to make the substantial investments that are required to remain competitive in our business.

•

We rely on highly skilled personnel and, if we are unable to hire, retain or motivate key personnel, we may not be able to grow effectively which could harm our business.

•

The average selling prices of semiconductor solutions in our target markets have typically decreased over time and will likely do so in the future, which could harm our revenue and gross margins.

•

If we are unable to manage any future growth, we may not be able to execute our business plan and our operating results could suffer.

•

Deterioration of the financial conditions of our customers could adversely affect our operating results.

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We are subject to the cyclical nature of the semiconductor industry.

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The complexity of our solutions could result in unforeseen delays or expenses from undetected defects, errors or bugs in hardware or software which could reduce the market adoption of our new solutions, damage our reputation with current or prospective customers and adversely affect our operating costs.

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We may experience difficulties transitioning to new wafer fabrication process technologies or achieving higher levels of design integration, which may result in reduced manufacturing yields, delays in product deliveries and increased costs.

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Rapidly changing industry standards could make our video and image processing solutions obsolete, which would cause our operating results to suffer.

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Some of our operations and a significant portion of our customers and our subcontractors are located outside of the United States, which subjects us to additional risks, including increased complexity and costs of managing international operations and geopolitical instability.

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We face tax risks, including relating to the complexity of calculating our tax provision, changes in effective tax rates, or unfavorable tax law changes.

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Fluctuations in our operating results on a quarterly and annual basis could cause the market price of our ordinary shares to decline.

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If we do not generate revenue growth, we may not be able to execute our business plan and our operating results could suffer.

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We outsource our wafer fabrication, assembly and testing operations to third parties, and if these parties fail to produce and deliver our products according to requested demands in specification, quantity, cost and time, our reputation, customer relationships and operating results could suffer.

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We do not have long-term supply contracts with our third-party manufacturing vendors, and they may not allocate sufficient capacity to us at reasonable prices to meet future demands for our solutions.

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Our customers incorporate components supplied by multiple third parties, and a supply shortage or delay in delivery of these components could delay orders for our solutions by our customers.

A substantial portion of our revenue is processed through a single distributor and the loss of this distributor may cause disruptions in our shipments, which may adversely affect our operations and financial condition.

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We are subject to risks associated with our distributors’ product inventories.

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We rely on various third-party vendors, service providers and contractors in the operation of our business.

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Global economic and political conditions, including high inflation, recessionary concerns and trade restrictions, may impact our business and financial condition in ways that we currently cannot predict.

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We are subject to governmental export and import controls that could subject us to liability or impair our ability to compete in international markets, including China. In addition, our ability to sell certain products to certain China customers has been restricted.

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We are subject to warranty and product liability claims and to product recalls.

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We are subject to numerous laws and regulatory compliance requirements, including Section 404 of the Sarbanes-Oxley Act of 2002, which are costly to comply with, and our failure to comply with these requirements could harm our business and operating results.

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Third parties’ assertions of infringement of their intellectual property rights could result in our having to incur significant costs and cause our operating results to suffer. Any potential dispute involving our intellectual property could affect our customers, which could trigger our indemnification obligations to them and result in substantial expense to us.

Risks Related to Our Business and Our Industry

If our customers do not design our solutions into their product offerings, or if our customers’ product offerings are not commercially successful, our business would suffer.

We sell our video and image processing system-on-a-chip, or SoC, solutions to original equipment manufacturers, or OEMs, who include our SoCs in their products, and to original design manufacturers, or ODMs, who include our SoCs in the products that they supply to OEMs. We generally refer to ODMs as our customers and OEMs as our end customers, except as otherwise indicated or as the context otherwise requires. Our SoCs are generally incorporated into our customers’ products at the design stage, which is referred to as a design win. As a result, we rely on OEMs to design our solutions into the products that they design and sell. Without these design wins, our business would be significantly harmed. We often incur significant expenditures developing a new SoC solution without any assurance that any OEM will select our solution for design into its own product. Once an OEM designs a competitor’s device into its product, it becomes significantly more difficult for us to sell our SoC solutions to that OEM because changing suppliers involves significant cost, time, effort and risk for the OEM. We anticipate that it will take longer and require more resources and greater expenditures to achieve design wins, and likely take longer to generate revenue from such design wins, in the new markets we are targeting, such as the OEM automotive and robotics markets, than our legacy camera markets. We also face certain competitive disadvantages in these markets relative to larger competitors that have significantly more resources and a longer history working with OEMs and ODMs in these markets. In addition, trade tensions and tariffs between the United States and China as well as potential new export restrictions may make it more difficult to secure future design wins with China customers.

Even if an OEM designs one of our SoC solutions into its product, we cannot be assured that the OEM’s product will be commercially successful over time or at all. For example, in the past we have secured design wins for customer products that were never commercially released by our customer or did not sell in volumes initially forecast by the customer, as a result of factors beyond our control. If products incorporating our SoC solutions are not commercially successful or experience rapid decline, our revenue and business will suffer. Similarly, if an OEM designs one of our SoC solutions into its product, we are not assured that we will receive or continue to receive new design wins from that OEM, which could negatively impact our business.

If we fail to penetrate new markets, including the automotive OEM and ADAS market, our revenue and financial condition could be harmed.

We believe that our future revenue growth, if any, significantly depends on our ability to expand within the Internet of Things, or IoT, camera markets with our new artificial intelligence, or AI, computer vision SoC solutions, and penetrate, or further penetrate, the OEM automotive, robotics and industrial markets. Our AI computer vision SoC solutions have functionality that may also be applicable to other developing markets, such as processing of large language models (LLMs). Each of these markets presents distinct and substantial risks and, in many cases, requires us to develop new functionality or software to address the particular requirements of that market. If any of these markets do not develop as we currently anticipate, the technical requirements of these markets evolve in ways we do not anticipate, the development of such markets is delayed or impacted by factors outside of our control, or if we are unable to penetrate them successfully with our solutions, our revenue could decline and our financial condition would be negatively impacted. Some of these markets are primarily served by only a few large, multinational OEMs with substantial negotiating power relative to us and, in some instances, with internal solutions that are competitive to our products. Meeting the technical requirements and securing design wins with any of these companies requires a substantial investment of our time and resources and we cannot assure you that we will secure design wins from these or other companies or that we will achieve meaningful revenue from the sales of our solutions into these markets. In addition, we face competition from larger competitors with greater resources and more history in these markets, which may put us at a competitive disadvantage to these larger competitors. If we fail to penetrate these or other new markets we are targeting, our financial condition would likely suffer. Moreover, if we are successful in achieving design wins in these new markets, it will likely take longer to generate revenue from such design wins than in our traditional markets.

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We operate in a dynamic environment characterized by rapidly changing technologies. To compete successfully, we must design, develop, market and sell enhanced solutions that provide increasingly higher levels of performance and functionality and that meet the technical and cost expectations of our customers. Our existing or future solutions could be rendered obsolete by the introduction of new products by our competitors; convergence of other markets with or into the camera market; the market adoption of products based on new or alternative technologies; the emergence of new industry standards applicable to our solutions; or the requirement of additional functionality included in video processors. In addition, some of the markets for our solutions are characterized by frequent introduction of next-generation and new products, short product life cycles, increasing demand for added functionality and significant price competition. Our failure to anticipate or timely develop new or enhanced solutions in response to technological shifts could result in decreased revenue and our competitors achieving design wins that we sought. In particular, we may experience difficulties with product design, development of new software, manufacturing, marketing or qualification that could delay or prevent our development, introduction or marketing of new or enhanced solutions. In addition, for some markets, such as the automotive OEM market, we need to establish and maintain relationships with third-party suppliers or software providers in order to effectively market our solutions to end-customers. Failure to establish these relationships could harm our ability to achieve design wins.

As we develop and introduce new solutions, we also face the risk that customers may not value or be willing to bear the cost of incorporating these newer solutions into their products, particularly if they believe their customers are satisfied with current solutions. In addition, delays in product development could impair our relationships with our customers and negatively impact sales of our solutions under development. Regardless of the improved features or superior performance of the newer solutions, customers may be unwilling to adopt our new solutions due to design or pricing constraints. If we or our customers are unable to manage product transitions in a timely and cost-effective manner, our business and results of operations would suffer.

Impacts of the global supply chain challenges could adversely affect our business, financial condition, and results of operations.

During the COVID-19 global pandemic, various restrictions were put in place causing a temporary decline in demand for certain items. As restrictions began easing across the world, an increase in demand for products containing semiconductor chips exacerbated bottlenecks in the supply chain, resulting in a global semiconductor supply shortage impacting our industry, which resulted in a lengthening of the manufacturing lead time for our products and impacting the normal forecasting and ordering patterns of our customers. To the extent customers faced supply chain issues with respect to other components needed to pair with our products in order to produce their end products, such customers delayed orders of our products or held inventory of our products for longer periods of time, resulting in a decline in our revenue. Customers may experience or cause similar delays in the future. With respect to our suppliers, we experienced supply constraints for certain chips from Samsung Electronics Corporation (Samsung) and we may experience similar issues in the future. While these supply chain challenges have largely subsided, we remain dependent on a global supply chain that can be affected by many factors, including macroeconomic conditions and geopolitical factors such as trade wars and tariffs, and we may face similar issues in the future.

Many of our products support AI functionality implemented in our customers’ products, such as object detection, classification and tracking, image processing, and terrain mapping. Our latest generation of products also enable us to address computationally intense AI applications for deep fusion, deep planning, multi-modal vision-language models (VLMs), and large language models (LLMs) in edge devices. The adoption of AI solutions may not develop in the manner or in the time periods we anticipate and, as the markets for AI solutions are still developing, demand for these products may be unpredictable and vary significantly from one period to another. These factors may adversely impact demand for our AI related products. In addition, compliance with evolving government regulations worldwide related to AI may increase the costs related to the development of AI products and solutions and limit global adoption, which may also adversely impact demand for our AI related products.

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Concerns relating to the responsible use of AI in our and our customers’ products may result in reputational and financial harm and liability. AI poses emerging ethical issues and presents risks and challenges that could affect its adoption, and therefore our business. If we or our customers enable or offer solutions that draw controversy due to their perceived or actual impact on society, such as AI solutions that have unintended consequences or are controversial, we may experience reputational harm, competitive harm, financial harm or legal liability.

Shortages in, or increased costs of, wafers and materials could adversely impact our gross margins and lead to reduced revenues.

Worldwide manufacturing capacity for silicon wafers is relatively inelastic. If the demand for silicon wafers or assembly material exceeds market supply, our supply of silicon wafers or assembly material could quickly become limited or prohibitively expensive. Silicon wafers constitute a material portion of our product cost and if we are unable to purchase wafers at favorable prices, our results of operations and financial condition will be adversely affected. The semiconductor industry recently experienced significant shortages of manufacturing capacity, which resulted in a lengthening of the manufacturing lead time for our products and which has at times harmed our revenue. While this capacity shortage has improved, we may experience capacity restraints again in the future. We have also experienced, during times of supply chain capacity shortages, customers placing orders for our products that exceed their actual demand, which may lead to us manufacturing a surplus of products and could have a negative impact on our results of operations and cash reserves and lead to us and our customers having excess inventory.

Our primary inventory warehouse is located in Hong Kong and may be affected by continued political, social, health and economic conditions in Hong Kong.

We operate a warehouse facility in Hong Kong through which the substantial majority of our finished SoCs are shipped to customers or our logistic partners. Hong Kong has experienced, and continues to experience, political unrest and social strife. The Bureau of Industry and Security, or BIS, of the U.S. Department of Commerce, or Commerce, imposes on Hong Kong the same stringent export and reexport controls applicable to China, including licensing requirements such as those applicable to SoCs and semiconductor end-uses. It is possible that the U.S. government may take future measures to impose stricter export controls or duties on shipments made to Hong Kong, which could harm our business, increase the cost of conducting our operations in Hong Kong or result in retaliatory actions against U.S. interests. While we have not been materially impacted by these problems to date, continued deterioration in political, social or economic conditions in Hong Kong or future unforeseen problems, including health pandemics, could affect deliveries of our SoCs to our customers or logistic partners, possibly resulting in business interruptions, substantially delayed or lost sales, loss of inventory, or increased expenses that cannot be passed on to customers, any of which could ultimately have a material adverse effect on our business and financial results. In addition, we could be forced to relocate our warehouse operations, either temporarily or permanently, to another potentially costlier location (or a location resulting in higher tax costs) or find alternative potentially costlier methods of shipping our finished SoCs to customers and logistic partners.

Our target markets may not grow or develop as we currently expect and are subject to market risks, any of which could harm our business, revenue and operating results.

We are focusing our development resources on addressing computer vision applications, primarily in the automotive and IoT markets. The application of computer vision functionality in these markets is relatively new, and we may be unable to predict the timing or development of these markets with accuracy. For example, a slower than expected adoption rate for AI technology in automotive or IP security camera applications could slow the demand for our new solutions. Similarly, changes in the projected growth rate for ADAS or autonomous driving technology in the automotive market due to government regulations or changes in consumer preferences could negatively impact demand for our solutions. If our key target markets do not grow, grow slower, or do not develop in ways that we currently expect, demand for our SoCs may not materialize as expected, and our business and operating results could suffer.

Our customers typically do not provide us with firm, long-term purchase commitments. A substantial majority of our sales are made on a purchase order basis, which customers may seek to cancel, change or delay their product purchase commitments with little or no notice to us. Because production lead times often exceed the amount of time required by our customers to fill their orders, we often must build SoCs in advance of receiving orders from customers, relying on an imperfect demand forecast to project volumes and product mix. As a result of a number of factors, including longer manufacturing times for our products and increased demand from customers during fiscal year 2023, we increased our inventory levels. While these factors have subsided and our inventory conditions have generally returned to normal level, we may experience similar inventory level fluctuations in the future.35

34Our customers typically do not provide us with firm, long-term purchase commitments. A substantial majority of our sales are made on a purchase order basis, which customers may seek to cancel, change or delay their product purchase commitments with little or no notice to us. Because production lead times often exceed the amount of time required by our customers to fill their orders, we often must build SoCs in advance of receiving orders from customers, relying on an imperfect demand forecast to project volumes and product mix. As a result of a number of factors, including longer manufacturing times for our products and increased demand from customers during fiscal year 2023, we increased our inventory levels. While these factors have subsided and our inventory conditions have generally returned to normal level, we may experience similar inventory level fluctuations in the future, including increased inventory levels.

Our SoCs are incorporated into products manufactured by or for our end customers, and as a result, demand for our solutions is influenced by the demand for our customers’ products. Our ability to accurately forecast demand can be adversely affected by a number of factors, including inaccurate forecasting by our customers, changes in market conditions including reductions in market activity due to pandemics, adverse changes in our product order mix and fluctuating demand for our customers’ products. Even after an order is received, our customers may seek to cancel these orders, request a decrease in production quantities or request a delay in the delivery of our solutions. Any such cancellation, decrease or delay subjects us to a number of risks, most notably that our projected sales will not materialize on schedule or at all, leading to unanticipated revenue shortfalls and excess or obsolete inventory that we may be unable to sell to other customers.

Alternatively, if we are unable to project customer requirements accurately, we may not build enough SoCs, which could lead to delays in product shipments and lost sales opportunities in the near term, as well as force our customers to identify alternative sources, which could affect our ongoing relationships with these customers. In addition, the rapid pace of innovation in our industry could render portions of our inventory obsolete. Excess or obsolete inventory levels could result in unexpected expenses or increases in our reserves that could adversely affect our business, operating results and financial condition.

We depend on a limited number of customers and end customers for a significant portion of our revenue. If we fail to retain or expand our customer relationships, our revenue could decline.

We derive a significant portion of our revenue from a limited number of ODMs who build products on behalf of a limited number of OEMs and from a limited number of OEMs to whom we ship directly. We anticipate that this customer concentration will continue for the foreseeable future. In fiscal year 2025, the customer representing 10% or more of our revenue was WT Microelectronics Co., Ltd., or WT, which serves as our non-exclusive sales representative and fulfillment partner in Asia other than Japan, accounted for approximately 63% of total revenue. For the ~~six~~nine months ended ~~July~~October 31, 2025, the customer representing 10% or more of our revenue was WT, which accounted for approximately 6768% of total revenue. We believe that revenue from our top 10 end customers, either directly or through a distributor or an ODM, accounted for approximately 59% of our total revenue in fiscal year 2025 and accounted for approximately 6466% of our total revenue for the ~~six~~nine months ended ~~July~~October 31, 2025. In addition, ~~we believe that~~ our largest end customer in fiscal year 2026 to date has been Arashi Vision Inc. dba Insta360, or Arashi, for which we indirectly supply SoCs through WT to multiple ODMs that build products on behalf of Arashi. We believe that our operating results in the near term will continue to depend on sales to a relatively small number of customers and end customers. In the future, these customers may decide not to purchase our SoC solutions at all, may purchase fewer solutions than they did in the past or may alter their purchasing patterns. As substantially all of our sales to date have been made on a purchase order basis, these customers may cancel, change or delay product purchase commitments with little or no notice to us and often without penalty and may make our revenue volatile from period to period, which has happened in the past. The loss of a significant customer, or substantial reduction in purchases by a significant customer, could happen again at any time and without notice, and such loss would likely lead to unanticipated revenue shortfalls and excess inventory and otherwise harm our financial condition and results of operations. Moreover, because several of our largest OEM customers have a dominant position in their markets, a loss of a significant customer may not be easily replaced.

We are focused on selling our SoC solutions to ODMs and OEMs for incorporation into their products at the design stage. These efforts to achieve design wins typically are lengthy, especially in emerging markets, such as the OEM automotive market, and in any case can require us to both incur design and development costs and dedicate scarce engineering resources in pursuit of a single customer opportunity. We may not prevail in the competitive selection process, and even when we do achieve a design win, we may never generate any revenue despite incurring development expenditures. In addition, even if an OEM designs one of our SoC solutions into one of its products, we cannot be assured that we will secure new design wins from that OEM for future products. Further, even after securing a design win, we have experienced and may again experience delays in generating revenue from our solutions as a result of the lengthy product development cycle typically required, if we generate any revenue at all as a result of any such design win.

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Our customers generally take a considerable amount of time to evaluate our solutions. The typical time from early engagement by our sales force to actual product introduction runs from 12 to 18 months for IoT markets and potentially significantly longer in the OEM automotive, robotics and industrial markets. The delays inherent in these lengthy sales cycles increase the risk that a customer will decide to cancel, curtail, reduce or delay its product plans, causing us to lose anticipated sales. In addition, any delay or cancellation of a customer’s plans could harm our financial results, as we may have incurred significant expense and generated no revenue. If we were unable to generate revenue after incurring substantial expenses to develop any of our solutions, our business would suffer.

Prior to purchasing our products, some of our customers, particularly in the automotive market, may require that our products and our third-party contractors undergo extensive qualification processes, which involve testing of our products in the customers’ systems, as well as testing for reliability of our products and our supply chain. This qualification process may take several months and qualification of a product by a customer does not assure any sales of the product to that customer. Even after successful qualification and sales of a product to a customer, a subsequent revision in our third-party contractors’ manufacturing or assembly process or our selection of a new supplier may require a new qualification process, which may result in delays and in our holding excess or obsolete inventory. After our products are qualified, it can take several months or more before the customer commences volume production of components or systems that incorporate our products. Despite these uncertainties, we devote substantial resources, including design, engineering, sales, marketing and management efforts, to qualify our products with customers in anticipation of sales. If we are unsuccessful or delayed in qualifying these products with a customer, sales of the products to the customer may be precluded or delayed, which may impede our growth and cause our business to suffer.

We expect competition to increase in the future, which could have an adverse effect on our revenue and market share.

The global semiconductor market in general, and the computer vision and video/image processing markets in particular, are highly competitive. We compete in different target markets to various degrees on the basis of a number of competitive factors, including our solutions’ performance, features, energy efficiency, size, ease with which our solution may be integrated into our customers’ products, customer support, reliability and price, as well as on the basis of our reputation. We expect competition to increase and intensify as more and larger semiconductor companies enter our markets and as existing competitors improve or expand their product offerings. We also expect that the trend among large OEMs to seek to develop their own semiconductor solutions will continue and expand, particularly in camera markets experiencing consolidation, such as the IP security market. In addition, in our newer markets, such as the OEM automotive and robotics markets, we will face competition from larger competitors with greater resources, longer histories in these markets and established relationships with OEMs and ODMs. Increased competition could result in price pressure, reduced profitability and loss of market share, any of which could harm our business, revenue and operating results.

Our competitors range from large, international companies with greater resources offering a wide range of semiconductor products to smaller, nimble companies specializing in narrow markets. In the IoT market, our primary competitors include AMLogic Inc., Fuzhou Rockchip Electronics Co., Ltd., HiSilicon Technologies Co., Ltd., or HiSilicon, which is owned by Huawei Technologies Co., Ingenic Semiconductor Co., Ltd., Novatek Microelectronics Corp., or Novatek, NVIDIA Corporation, or NVIDIA, OmniVision Technologies, Inc., Qualcomm Incorporated, or Qualcomm, SigmaStar Technology Corp., and Socionext Inc. In the automotive camera market, we compete against Allwinner Technology Co., Ltd., Horizon Robotics Inc., iCatch Technology, Inc., Mobileye, a subsidiary of Intel Corporation, Novatek, NVIDIA, NXP Semiconductors N.V., Qualcomm, Renesas Electronics Corporation, and Texas Instruments. Certain of our customers and suppliers also have divisions that produce products competitive with ours and other customers may seek to vertically integrate competitive solutions in the future. In addition, certain third-party developers of technology competitive to our solutions have licensed their technology, including image signal processing and computer vision IP, which potentially enables a greater number of competitors to offer competitive solutions.

Our ability to compete successfully depends on elements both within and outside of our control. Many of our competitors are substantially larger, have greater financial, technical, marketing, distribution, customer support and other resources, are more established than we are and have significantly better brand recognition and broader product offerings than us, which may enable them to develop and enable new technology into product solutions better or faster than us and to better withstand adverse economic or market conditions in the future. Our ability to compete will depend on a number of factors, including:

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our ability to anticipate market and technology trends and successfully develop solutions that meet market needs;

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our ability to understand the price points and performance metrics of competing products in the marketplace;

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our solutions’ performance and cost-effectiveness relative to that of competing products;

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our success in identifying and penetrating new markets, applications and customers;

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our ability to gain access to leading design tools and product specifications at the same time as our competitors;

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our ability to develop and maintain relationships with key OEMs and ODMs;

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our products’ effective implementation of video processing or radar standards;

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our ability to protect our intellectual property;

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our ability to expand international operations in a timely and cost-efficient manner;

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our ability to deliver products in volume on a timely basis at competitive prices;

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our ability to support our customers’ incorporation of our solutions into their products; and

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our ability to recruit design and application engineers with expertise in computer vision, video and image processing technologies and sales and marketing personnel.

Our competitors may also establish cooperative relationships among themselves or with third parties or acquire companies that provide similar products to ours. As a result, new competitors or alliances may emerge that could acquire significant market share. Any of these factors, alone or in combination with others, could harm our business and result in a loss of market share and an increase in pricing pressure.

A breach of our security systems may have a material adverse effect on our business.

Our security systems are designed to maintain the physical security of our facilities and information systems and protect our confidential information and that of our customers, suppliers and employees. Accidental or willful security breaches or incidents or other unauthorized access to our facilities or our information systems or the existence of computer viruses or other malicious code or security vulnerabilities in our data or software could expose us to a risk of loss, unavailability, misappropriation and other unauthorized processing of proprietary and confidential information. Our efforts to eliminate or alleviate cyber or other security problems, bugs, viruses, ransomware and other malicious software programs and security vulnerabilities could impose significant costs, may not be successful, and could result in interruptions and delays that may impede critical functions.

Security breaches and incidents, computer malware and computer hacking attacks have become more prevalent and sophisticated. These threats are constantly evolving, making it difficult to defend against or implement preventive measures, and we may face difficulties or delays in identifying and otherwise responding to any security breach or incident. Moreover, remote work by our personnel and remote access to our systems increase our cybersecurity risk profile. We expect to incur significant costs in an effort to detect and prevent security breaches and incidents, and any actual or perceived security breach or incident may require us to incur significant costs in notifying relevant persons and entities and may otherwise increase our costs and require us to expend substantial resources. Our policies and security measures cannot guarantee security, and our information technology (IT) infrastructure, including our networks and systems, may be vulnerable to security breaches and incidents, cyber-attacks, or fraud. Third parties have attempted, and will likely continue to attempt, to penetrate and/or infect our network and systems with malicious software and phishing attacks in an effort to gain access to our network and systems. Hackers or others may be able to penetrate our security controls, misappropriate or compromise our confidential information or that of third parties, deploy viruses, worms, ransomware or other malicious code, or cause damage or disruptions to our IT infrastructure. For portions of our IT infrastructure, we rely on offerings provided by third parties. These third-party offerings relate to, among other things, human resources, electronic communication services and some finance functions, and we are dependent on these third parties' security systems. These third parties are subject to similar, and in certain cases greater, security threats than we face. These third parties may also experience breaches, incidents, and attacks compromising or otherwise impacting their offerings, and their offerings may contain security vulnerabilities or malicious code, or otherwise detrimentally impact our systems. Any unauthorized access to, or other security breaches or incidents impacting, the systems of our service providers, or any computer viruses, ransomware or other malicious code in their data or software, could expose us to risks of unauthorized access to our IT infrastructure and loss, misappropriation, unavailability and other unauthorized processing of information. Security breaches and incidents may also result from non-technical means, such as employee or contractor malfeasance or negligence. Any security breach or incident or theft, misuse, loss, unavailability or other unauthorized processing of information, or the perception that any of these matters has occurred, could result in, among other things, damage to our reputation, allegations by our customers that we have not performed our contractual obligations, regulatory investigations and other proceedings, litigation and possible penalties, damages, and other liabilities, any of which could have a material adverse effect on our business, financial condition, our reputation, and our relationships with our customers and partners. We may also encounter or be subject to bugs, errors, or hacking or other events resulting in system interruptions or other disruptions, corruption or loss of data, an inability to accurately process or record transactions, and security or technical reliability issues. All of these could harm our ability to conduct core operating functions and could impact our internal control compliance efforts. Due to conflicts and geopolitical events, we and

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many third parties we work with are vulnerable to a heightened risk of cybersecurity attacks, and other means of causing security breaches and incidents from nation-state and affiliated actors.

Additionally, we cannot be certain that our insurance coverage will be adequate or otherwise protect us with respect to claims, expenses, fines, penalties, business loss, data loss, litigation, regulatory actions, or other impacts arising from security breaches or incidents, or that such coverage will continue to be available on acceptable terms or at all. Any of these results could adversely affect our business, financial condition, and operating results.

While we intend to continue to invest in research and development, we may be unable to make the substantial investments that are required to remain competitive in our business.

The semiconductor industry requires substantial investment in research and development in order to bring to market new and enhanced solutions. Our research and development expense was approximately $226.1 million, $215.1 million and $204.9 million in fiscal years 2025, 2024 and 2023, respectively. For the ~~six~~nine months ended ~~July~~October 31, 2025, our research and development expense was approximately $~~118~~180.60 million. In general, we expect to increase our research and development expenditures in future periods as compared to prior periods as part of our strategy of focusing on the development of innovative computer vision, video and image processing solutions with increased functionality, and as we target key markets, such as the automotive OEM and robotics markets. We are unable to predict whether we will have sufficient resources to achieve the level of investment in research and development required to remain competitive. For example, development in the latest process nodes, such as 5 nanometer, or nm, or smaller, costs significantly more than required to develop in larger process nodes, such as 14 or 10nm. This added cost could prevent us from being able to maintain a technology advantage over larger competitors that have significantly more resources to invest in research and development. In addition, we cannot assure you that the technologies which are the focus of our research and development expenditures will become commercially successful or generate any revenue. In addition, the U.S. government recently introduced regulations that require notification of, or prohibit certain transactions with entities in China or with linkages to China, which could apply to certain intracompany activities between a U.S. based corporation and its China subsidiaries that support research and development activities, which could limit our ability to carry out certain research and development activities in China.

We rely on highly skilled personnel and, if we are unable to hire, retain or motivate key personnel, we may not be able to grow effectively, which could harm our business.

We believe our performance depends in large part on the talents and efforts of our senior management and other highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our organization. Our industry is characterized by high demand and intense competition for talent, particularly for engineering personnel. The pool of qualified candidates is limited, particularly in Silicon Valley and parts of Asia for very-large-scale integration, or VLSI, and artificial intelligence and computer vision engineers, and certain of our competitors and potential competitors with greater resources have directly targeted our employees. In addition, we also face competition in hiring artificial intelligence engineers, including from companies with which we do not directly compete. Our compensation arrangements, such as our equity award programs, may not always be successful in attracting new employees and retaining and motivating our existing senior executives and employees. Our continued ability to compete effectively, and to grow our business, depends on our ability to attract new employees and to retain and motivate our existing senior executives and employees.

The average selling prices of semiconductor solutions in our target markets have typically decreased over time and will likely do so in the future, which could harm our revenue and gross margins.

Average selling prices of semiconductor products in the markets we serve have historically decreased over time, and we expect such declines to occur for our solutions over time. Our gross margins and financial results will suffer if we are unable to offset reductions in our average selling prices by reducing our costs, developing new or enhanced SoC solutions, such as our new AI computer vision-based solutions, on a timely basis with higher selling prices or gross margins, or increasing our sales volumes. Additionally, because we do not operate our own manufacturing, assembly or testing facilities, we may not be able to reduce our costs as rapidly as companies that operate their own facilities, and our costs may even increase, which could also reduce our gross margins. In the past, we have reduced the prices of our SoC solutions in anticipation of future competitive pricing pressures, new product introductions by us or our competitors and other factors. We expect that we will have to address pricing pressures again in the future, particularly in markets experiencing consolidation, which could require us to reduce the prices of our SoC solutions and harm our operating results.

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If we are unable to manage any future growth, we may not be able to execute our business plan and our operating results could suffer.

Our business has, at times, grown rapidly in the past. Our future operating results depend to a large extent on our ability to successfully manage any expansion and growth, including the challenges of managing a company with an executive management team in the United States and the majority of its employees in Asia. We are increasing our investment in research and development and other functions to grow our business and address new markets, such as the OEM automotive and robotics markets.

We are likely to incur the costs associated with any increased investments earlier than some of the anticipated benefits, and the return on these investments, if any, may be lower, may develop more slowly than we expect or may not materialize. If we are unable to manage growth effectively, we may not be able to take advantage of market opportunities or develop new solutions, and we may fail to satisfy customer product or support requirements, maintain product quality, execute our business plan or respond to competitive pressures.

Deterioration of the financial conditions of our customers could adversely affect our operating results.

Deterioration of the financial condition of our distributors or customers could adversely impact our future revenues and collection of accounts receivable. For the fiscal year ended January 31, 2025, the customer representing 10% or more of revenue was WT, which accounted for approximately 63% of total revenue. As of January 31, 2025, accounts receivable with WT was approximately $12.3 million. For the ~~six~~nine months ended ~~July~~October 31, 2025, the customer representing 10% or more of revenue was WT, which accounted for approximately 6768% of total revenue. As of ~~July~~October 31, 2025, accounts receivable with WT was approximately $1824.87 million. We regularly review the collectability and creditworthiness of our distributors and customers to determine an appropriate allowance for credit losses. Based on our review of our distributors and customers, we currently have only immaterial reserves for uncollectible accounts. If our uncollectible accounts, however, were to exceed our current or future allowance for credit losses, our operating results and cash flows would be negatively impacted.

We are subject to the cyclical nature of the semiconductor industry.

The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change, rapid product obsolescence, price erosion, evolving standards, short product life cycles and wide fluctuations in product supply and demand. Cyclical downturns have been characterized by diminished product demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices, which could harm our business and operating results. We are dependent on the availability of third-party foundry and assembly capacity to manufacture and assemble our SoC solutions. None of our third-party foundry or assembly contractors has provided assurances that adequate capacity will be available to us in the future. The semiconductor industry recently experienced significant shortages of capacity, which resulted in a lengthening of the manufacturing lead time for our products. Such capacity shortages could negatively impact our ability to meet our customers’ demand for our products and have an adverse impact on our revenue, results of operations and customer relationships. We have also experienced, during times of supply chain capacity shortage, customers placing orders for our products that exceed their actual demand, which may lead to us manufacturing a surplus of products and could have a negative impact on our results of operations and cash reserves. ~~Recent~~There ~~supply~~are ~~chain~~indications ~~challenges~~that the semiconductor industry may be facing shortages of capacity for certain components used by our customers and certain semiconductor assembly processes, which could have ~~subsided~~an adverse impact on demand for our products, weincrease ~~may~~our ~~face~~expenses, ~~similar~~impact ~~supply~~customer ~~chain~~relationships ~~challenges~~and inotherwise ~~future~~negatively ~~periods~~impact our results of operations. Challenges may recur in future periods with changes in the macro-economic environment, including imposition of higher or additional tariffs by the U.S. Government on imports and new or additional restrictions on exports to foreign locations.

Highly complex SoC solutions such as ours frequently contain defects, errors and bugs when they are first introduced or as new versions are released. We have in the past and may in the future experience these defects, errors and bugs. If any of our solutions have reliability, quality or compatibility problems, we may not be able to successfully correct these problems in a timely manner or at all. In addition, if any of our proprietary features contain defects, errors or bugs when first introduced or as new versions of our solutions are released, we may be unable to timely correct these problems. Consequently, our reputation may be damaged and customers may be reluctant to buy our solutions, which could harm our ability to retain existing customers and attract new customers, and could adversely affect our financial results. In addition, these defects, errors or bugs could interrupt or delay sales to our customers. If any of these problems are not found until after we have commenced commercial production of a new product, we may incur significant

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additional development costs and product recall, repair or replacement costs. These problems may also result in claims against us by our customers or others.

We may experience difficulties in transitioning to new wafer fabrication process technologies or in achieving higher levels of design integration, which may result in reduced manufacturing yields, delays in product deliveries and increased costs.

We aim to use the most advanced manufacturing process technology appropriate for our products that is available from our third-party foundries. As a result, we periodically evaluate the benefits of migrating our solutions to smaller geometry process technologies in order to improve performance and reduce costs. We may face difficulties, delays and increased expense as we transition our products to new processes, such as the 2nm process node, and potentially to new foundries. We currently depend on Samsung, as the principal foundry for our products, to transition to new processes successfully. We cannot assure you that Samsung will be able to effectively manage such transitions or that we will be able to maintain our relationship with Samsung or develop relationships with new foundries. Moreover, as we utilize more advanced process nodes beyond 5nm, we are increasingly dependent upon a very small number of foundries currently available for certain advanced process technologies. If we or our foundry vendors experience significant delays in transitioning to smaller geometries or fail to efficiently implement transitions, we could experience reduced manufacturing yields, delays in product deliveries and increased costs, all of which could harm our relationships with our customers and our operating results.

Rapidly changing industry standards could make our video and image processing solutions obsolete, which would cause our operating results to suffer.

We design our solutions to conform to video compression standards, including MPEG-2, H.264 Advanced Video Coding (AVC) and H.265 High Efficiency Video Coding (HEVC), set by industry standards setting bodies such as ITU-T Video Coding Experts Group and the ISO/IEC Moving Picture Experts Group. In addition, new or revised industry standards relating to AI technologies may impose additional requirements. Generally, our solutions comprise only a part of a camera device. All components of these devices must uniformly comply with industry standards in order to operate efficiently together. Some industry standards may not be widely adopted or implemented uniformly, and competing standards may emerge that may be preferred by our customers or by consumers. If our customers or the suppliers that provide other device components adopt new or competing industry standards with which our solutions are not compatible, or if the industry groups fail to adopt standards with which our solutions are compatible, our existing solutions would become less desirable to our customers. If our solutions are not in compliance with prevailing industry standards for a significant period of time, we could miss opportunities to achieve crucial design wins, which could harm our business.

We have research and development design centers and business development offices in China, Germany, Italy, Japan, South Korea and Taiwan, and we expect to continue to conduct business with companies that are located outside the United States, particularly in Asia. We purchase wafers from foreign foundries, have our solutions assembled and tested by subcontractors located in Asia, and supply our solutions to customers located outside of the United States. Even customers of ours that are based in the United States often use contract manufacturers based in Asia to manufacture their products, and these contract manufacturers typically purchase products directly from us. As a result of our international focus, we face numerous challenges and risks, including:

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increased complexity and costs of managing international operations;

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longer and more difficult collection of receivables from customers;

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difficulties in enforcing contracts generally;

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regional economic instability;

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geopolitical instability and military conflicts, including the ongoing conflicts in Ukraine and the Middle East;

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limited protection of our intellectual property and other assets;

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compliance with local laws and regulations and unanticipated changes in local laws and regulations, including tax laws and regulations;

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trade and foreign exchange restrictions and higher and/or additional tariffs;

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travel restrictions;

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timing and availability of import and export licenses and other governmental approvals, permits and licenses, including export classification requirements;

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foreign currency exchange fluctuations relating to our international operating activities;

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restrictions imposed by the U.S. government on our ability to do business with certain companies or in certain countries as a result of international political conflicts;

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transportation delays and other consequences of limited local infrastructure, and disruptions, such as large-scale outages or interruptions of service from utilities or telecommunications providers;

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heightened risk of terrorist acts;

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local business and cultural factors that differ from standards and practices in the U.S.;

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differing employment practices and labor relations;

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regional health issues, pandemics, and natural disasters; and

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work stoppages.

The complexity of calculating our tax provision may result in errors that could result in restatements of our financial statements.

We are incorporated in the Cayman Islands and our operations are subject to income and transaction taxes in the United States, China, Hong Kong, Germany, Italy, Japan, South Korea, Taiwan and other jurisdictions in which we do business. Due to the complexity associated with the calculation of our tax provision, we have hired independent tax advisors to assist us. If we or our independent tax advisors fail to resolve or fully understand certain issues, there may be errors that could result in us having to restate our financial statements. The risk of errors may be exacerbated by the significant number of tax law changes recently enacted in the United States and other jurisdictions. Restatements are generally costly and could adversely impact our results of operations or have a negative impact on the trading price of our ordinary shares.

Risks Related to Our Financial Performance or Results

Fluctuations in our operating results on a quarterly and annual basis could cause the market price of our ordinary shares to decline.

Our revenue and operating results have fluctuated significantly from period to period in the past and are likely to do so in the future. As a result, you should not rely on period-to-period comparisons of our operating results as an indication of our future performance. It is also possible that our normal seasonal patterns will be impacted by ongoing macroeconomic uncertainty, future pandemics or disease outbreaks, supply chain disruptions and semiconductor capacity shortages, including the buildup of inventory by customers in response to such shortages, and continued high inflation. In future periods, our forecasted or actual revenue and results of operations may be below the expectations of analysts and investors, which could cause the market price of our ordinary shares to decline.

Factors that may affect our operating results include:

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fluctuations in demand, sales cycles, product mix, and prices for our products;

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the forecasting, scheduling, rescheduling or cancellation of orders by our customers;

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shifts in consumer or manufacturer preferences and any resultant change in demand for our customers’ products;

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changes in the competitive dynamics of our markets, including new entrants or pricing pressures;

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delays in our customers’ ability to manufacture and ship products that incorporate our solutions caused by internal and external factors beyond our control;

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our ability to successfully define, design and release new solutions in a timely manner that meet our customers’ needs;

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timely availability of adequate manufacturing capacity from our manufacturing subcontractors;

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changes in manufacturing costs, including wafer, test and assembly costs, mask costs, manufacturing yields and product quality and reliability;

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the timing of product announcements by our competitors or by us;

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incurrence of research and development and related new products expenditures;

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write-downs of inventory for excess quantities and technological obsolescence;

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impairment of investment or other asset values;

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future accounting pronouncements and changes in accounting policies;

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volatility in our share price, which may lead to higher stock-based compensation expense;

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volatility in our effective tax rate;

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general socioeconomic and political conditions in the countries where we operate or where our products are sold or used, including recent macroeconomic volatility, pandemics or widespread public health problems, U.S.-China relations and the conditions in Hong Kong; and

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costs associated with litigation, especially related to intellectual property.

Moreover, the semiconductor industry has historically been cyclical in nature, reflecting overall economic conditions as well as budgeting and buying patterns of consumers. For example, the semiconductor industry recently experienced significant shortages of capacity, which resulted in a lengthening of the manufacturing lead time for our products and could be impacting the normal forecasting and ordering patterns of our customers. In recent periods, some customers have indicated they are reducing their inventory levels as lead times for semiconductor chips and other components used by customers shrink, which has reduced, and may continue to reduce, such customers’ demand for our products in future periods. We expect these cyclical conditions to continue. As a result, our quarterly operating results are difficult to predict, even in the near term. Our expense levels are relatively fixed in the short term and are based, in part, on our expectations of future revenue. If revenue levels are below our expectations, we may experience material adverse impacts on our business, including declines in margins, profitability and cash flows, or incur losses.

If we do not generate revenue growth, we may not be able to execute our business plan and our operating results could suffer.

We believe that our future revenue growth, if any, will significantly depend on our ability to expand within our existing IoT camera markets, such as the existing professional and home security and monitoring camera markets, and successfully penetrate new markets, such as the OEM automotive, robotics and industrial markets, with our new AI computer vision-based SoC solutions. We believe that executing upon our business plan requires us to continue to develop new SoCs and new software to address the particular requirements of these markets. Accordingly, we continue to invest in the development of new technology and solutions and expect our research and development expenditures to increase compared to prior periods. If we are unable to generate or maintain adequate revenue growth, our financial results could suffer and we may not be able to continue to invest in the development of new technology and solutions required to be successful.

Fluctuations in exchange rates between and among the currencies of the countries in which we do business may adversely affect our operating results.

Our sales have been historically denominated in U.S. dollars. An increase in the value of the U.S. dollar relative to the currencies of the countries in which our end customers operate could impair the ability of our end customers to cost-effectively integrate our SoCs into their devices which may materially affect the demand for our solutions and cause these end customers to reduce their orders, which would adversely affect our revenue and business. We may experience foreign exchange gains or losses due to the volatility of other currencies compared to the U.S. dollar. A significant portion of our solutions are sold to customers located outside the United States, primarily in Asia and we anticipate that this will continue. Sales to customers in Asia accounted for approximately 85%, 79% and 79% of our total revenue in fiscal years 2025, 2024 and 2023, respectively. For the ~~six~~nine months ended ~~July~~October 31, 2025, sales to customers in Asia accounted for approximately 8687% of total revenue. Although a large percentage of our sales are made to customers in Asia, we believe that a significant number of the products designed by these customers and incorporating our SoCs are then sold to consumers globally. In addition, if in the future we sell products or purchase inventory in currencies other than the U.S. dollar, our exposure to foreign currency risk could become more significant.

A significant number of our employees are located in Asia, principally Taiwan and China, and Europe. Therefore, a portion of our payroll as well as certain other operating expenses are paid in currencies other than the U.S. dollar, such as the New Taiwan Dollar, the Chinese Yuan Renminbi and the Eurozone Euro. Our operating results are denominated in U.S. dollars and the difference in exchange rates in one period compared to another may directly impact period-to-period comparisons of our operating results. Furthermore, currency exchange rates, particularly the exchange rates between the Chinese Yuan Renminbi and the U.S. dollar,

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between the New Taiwan Dollar and the U.S. dollar, and between the Eurozone Euro and the U.S. dollar, have been volatile in the recent past and these currency fluctuations may make it difficult for us to predict our operating results.

We have not implemented any hedging strategies to mitigate risks related to the impact of fluctuations in currency exchange rates. Even if we were to implement hedging strategies, not every exposure can be hedged and, where hedges are put in place based on expected foreign exchange exposure, they are based on forecasts which may vary or which may later prove to have been inaccurate. Failure to hedge successfully or anticipate currency risks accurately could adversely affect our operating results.

We cannot predict our future capital needs, and we may not be able to obtain additional financing to fund our operations.

We may need to raise additional funds in the future. Any required additional financing may not be available on terms acceptable to us, or at all. If we raise additional funds by issuing equity securities or convertible debt, investors may experience significant dilution of their ownership interest, and the newly-issued securities may have rights senior to those of the holders of our ordinary shares. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility and would also require us to incur interest expense. If additional financing is not available when required or is not available on acceptable terms, we may have to scale back our operations or limit our production activities, and we may not be able to expand our business, develop or enhance our products, take advantage of business opportunities or respond to competitive pressures which could result in lower revenue and reduce the competitiveness of our products.

Our marketable securities portfolio could experience a decline in market value or otherwise become illiquid, which could materially and adversely affect our financial results.

As of ~~July~~October 31, 2025, we had approximately $~~118~~121.42 million invested in marketable debt securities. The marketable debt security investments primarily consisted of corporate bonds, asset-backed securities and U.S. government securities. We currently do not use derivative financial instruments to adjust our investment portfolio risk or income profile. These investments, as well as any cash deposited in bank accounts, are subject to general credit, liquidity, market and interest rate risks, which may be exacerbated by unusual events, such as the pandemics or widespread public health problems, the Eurozone crisis, the U.S. debt ceiling crisis, and imposition of tariffs, which affected various sectors of the financial markets and led to global credit and liquidity issues. We regularly maintain cash balances that are not insured or are in excess of the Federal Deposit Insurance Corporation’s (FDIC) insurance limit. If the global financial markets continue to experience volatility or deteriorate, our investment portfolio may be impacted and some or all of our investments may become illiquid or otherwise experience loss which could adversely impact our financial results and position. To the extent that we increase the amount of our security investments in the future, these risks would be exacerbated.

Risks Related to Our Dependence on Third Parties

We rely on third parties for substantially all of our manufacturing operations, including wafer fabrication, assembly and testing. Currently, the majority of our SoCs are supplied by Samsung in facilities located in Austin, Texas and South Korea, from whom we have the option to purchase both fully assembled and tested products as well as tested die in wafer form for assembly. Samsung subcontracts the assembly and initial testing of the assembled chips it supplies to us to Signetics Corporation and STATS ChipPAC Ltd. In the case of purchases of tested die from Samsung, we contract the assembly to Advanced Semiconductor Engineering, Inc., or ASE. Final testing of all of our products is handled by Sigurd Corporation or King Yuan Electronics Co., Ltd. under the supervision of our engineers. We depend on these third parties to supply us with material of a requested quantity in a timely manner that meets our standards for yield, cost and manufacturing quality. Moreover, because each SoC is fabricated in only one manufacturing facility, or single sourced, any disruption to a facility could cause significant delays in the production or shipment of the products produced in that facility that could not be easily offset by having such product(s) produced in another facility. We do not have any long-term supply agreements with any of our manufacturing suppliers. If one or more of these vendors terminates its relationship with us, or if we encounter any problems with our manufacturing supply chain, including available capacity constraints, our ability to ship our solutions to our customers on time and in the quantity required would be adversely affected, which in turn could cause an unanticipated decline in our sales and damage our customer relationships.

If, in the future, we enter into arrangements with suppliers that include additional fees to expedite delivery, nonrefundable deposits or loans in exchange for capacity commitments or commitments to purchase specified quantities over extended periods, such arrangements may be costly, reduce our financial flexibility and be on terms unfavorable to us, if we are able to secure such arrangements at all. To date, we have not entered into any such arrangements with our suppliers. If we need additional foundry or

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assembly and test subcontractors because of increased demand or the inability to obtain timely and adequate deliveries from our current vendors, we may not be able to do so cost-effectively, if at all.

The semiconductor industry is subject to intense competitive pricing pressure from customers and competitors. Accordingly, any increase in the cost of our solutions, whether by adverse purchase price variances or adverse manufacturing cost variances, will reduce our gross margins and operating profit. We currently do not have long-term supply contracts with most of our primary third-party vendors, and we negotiate pricing with our main vendors on a purchase order-by-purchase order basis. Therefore, they are not obligated to perform services or supply product to us for any specific period, in any specific quantities, or at any specific price, except as may be provided in a particular purchase order. The ability of our foundry vendors to provide us with a product, which is solely sourced at each foundry, is limited by their available capacity, existing obligations and technological capabilities. Foundry capacity may not be available when we need it or at reasonable prices. None of our third-party foundry or assembly and test vendors have provided contractual assurances to us that adequate capacity will be available to us to meet our anticipated future demand for our solutions. We have experienced and may again experience in the future supply constraints at our primary foundry and assembly vendors resulting from industry wide supply chain challenges.

Our foundry and assembly and test vendors may allocate capacity to the production of other companies’ products while reducing deliveries to us on short notice. In particular, other companies that are larger and better financed than we are or that have long-term agreements with our foundry or assembly and test vendors may cause our foundry or assembly and test vendors to reallocate capacity to them, decreasing the capacity available to us. Converting or transferring manufacturing from a primary location or supplier to a backup provider could be expensive and would likely take at least two or more quarters. There are only a few foundries, including Samsung and Taiwan Semiconductor Manufacturing Co., Ltd., or TSMC, that are currently available for certain advanced process technologies that we utilize or may utilize, such as 10nm or 5nm. Accordingly, as we continue to develop solutions in advanced process nodes, we will be increasingly dependent upon such foundries. The unavailability of one or both of these foundries could significantly impact our ability to produce our new products or delay production, which would negatively impact our business.

If our foundry vendors do not achieve satisfactory yields or quality, our reputation and customer relationships could be harmed.

The fabrication of our video and image processing SoC solutions is a complex and technically demanding process. Minor deviations in the manufacturing process can cause substantial decreases in yields, and in some cases, cause production to be suspended. Our foundry vendors, from time to time, experience manufacturing defects and reduced manufacturing yields, including in the fabrication of our SoCs. Changes in manufacturing processes or the inadvertent use of defective or contaminated materials by our foundry vendors could result in lower than anticipated manufacturing yields or unacceptable performance of our SoCs. Many of these problems are difficult to detect at an early stage of the manufacturing process and may be time consuming and expensive to correct. Poor yields from our foundry vendors, or defects, integration issues or other performance problems in our solutions, could cause us significant customer relations and business reputation problems, harm our financial results and give rise to financial or other damages to our customers. Our customers might consequently seek damages from us for their losses. A product liability claim brought against us, even if unsuccessful, would likely be time consuming and costly to defend.

Each of our SoC solutions is manufactured at a single location. If we experience manufacturing problems at a particular location, we would be required to transfer manufacturing to a new location or supplier. Converting or transferring manufacturing from a primary location or supplier to a backup fabrication facility could be expensive and could take two or more quarters. We do not seek to maintain sufficient inventory to address a lengthy transition period because we believe it is uneconomical. As a result, we may not be able to meet customer needs during such a transition, which could result in a decline in our sales, negatively impact our financial results and damage our customer relationships.

Our customers incorporate components supplied by multiple third parties, and a supply shortage or delay in delivery of these components could delay orders for our solutions by our customers.

Our customers purchase components used in the manufacture of their products from various sources of supply, often involving several specialized components, including lenses, sensors, microcontrollers, power management integrated circuits (PMICs), Wi-Fi chips, and memory chips. Any supply shortage or delay in delivery by third-party component suppliers, or a third-party supplier’s cessation or shut down of its business, may prevent or delay production of our customers’ products. As a result of delays in delivery or supply shortages of third-party components, orders for our solutions may be delayed or canceled and our business may be harmed. Similarly, our ability to generate design wins in some markets, such as the automotive OEM market, requires us to collaborate with third-party software suppliers in order to offer a complete solution to customers. Our inability to successfully collaborate with such

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third-party suppliers, or such suppliers’ inability to develop and deliver software, could harm our ability to achieve design wins and harm our business.

We sell a significant percentage of our solutions through a single distributor, WT, which serves as our non-exclusive sales representative and fulfillment partner in Asia other than Japan. Approximately 63%, 53% and 57% of our revenue was derived from sales through WT for the fiscal years ended January 31, 2025, 2024 and 2023, respectively, and approximately 6768% of our revenue was derived from sales through WT for the ~~six~~nine months ended ~~July~~October 31, 2025. We anticipate that a significant portion of our revenue will continue to be derived from sales through WT in the foreseeable future. Our current agreement with WT is effective until January 2026, unless it is terminated earlier by either party for any or no reason with 60 days written notice or by failure of the breaching party to cure a material breach within 30 days following written notice of such material breach by the non-breaching party. Our agreement with WT will automatically renew for additional successive 12-month terms unless at least 60 days before the end of the then-current term either party provides written notice to the other party that it elects not to renew the agreement. Termination of the relationship with WT, either by us or by WT, could result in a temporary or permanent loss of revenue. We may not be successful in finding suitable alternative distributors on satisfactory terms, or at all, and this could adversely affect our ability to effectively sell our solutions in certain geographical locations or to certain end customers. Furthermore, WT, or any successor or other distributors we do business with, may face issues obtaining credit, which could impair their ability to make timely payments to us.

We are subject to risks associated with our distributors' product inventories.

We sell many of our products to customers through distributors who maintain their own inventory of our products for sale to ODMs and end customers. We allow limited price adjustments on sales to distributors. Price adjustments may be effected by way of credits for future product or by cash payments to the distributor, either in arrears or in advance, using estimates based on historical transactions. In accordance with ASC 606, we recognize revenue on sales to distributors upon shipment and transfer of control (known as “sell-in” revenue recognition) based on the amount of consideration expected to be received. To the extent that the actual consideration received is materially different from estimated variable consideration recognized, we may be required to adjust revenue in subsequent periods.

If our distributors are unable to sell an adequate amount of their inventory of our products in a given quarter to ODMs and end customers, or if they decide to decrease their inventories for any reason, such as adverse global economic conditions or a downturn in technology spending, our sales to these distributors and our revenues may decline. We also face the risk that our distributors may purchase, or for other reasons accumulate, inventory levels of our products in any particular quarter in excess of future anticipated sales to end customers. If such sales do not occur in the time frame anticipated by these distributors for any reason, these distributors may substantially decrease the amount of product they order from us in subsequent periods until their inventory levels realign with end-customer demand, which would harm our business and could adversely affect our revenues in such subsequent periods.

We rely on third-party vendors to supply software development tools and intellectual property to us for the development of our new products, and we may be unable to obtain the tools necessary to develop or enhance new or existing products.

We rely on third-party software development tools to assist us in the design, simulation and verification of new products or product enhancements. To bring new products or product enhancements to market in a timely manner, or at all, we need software development tools that are sophisticated enough or technologically advanced enough to complete our design, simulations and verifications. We also rely upon third-party intellectual property to enable certain advanced features in our products. In the future, the design requirements necessary to meet consumer demands for more features and greater functionality from our solutions may exceed the capabilities of available intellectual property and software development tools. Unavailability of software development tools or intellectual property may result in our missing design cycles or losing design wins, either of which could result in a loss of market share or negatively impact our operating results.

Because of the importance of software development tools to the development and enhancement of our solutions, our relationships with leaders in the computer-aided design industry, including Cadence Design Systems, Inc., Mentor Graphics Corporation and Synopsys, Inc., are critical to us. If these relationships are not successful, we may be unable to develop new products or product enhancements in a timely manner, which could result in a loss of market share, a decrease in revenue or negatively impact our operating results.

We rely on third parties to provide services and technology necessary for the operation of our business. Any failure of one or more of our vendors, suppliers or licensors to provide such services or technology could harm our business.

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We rely on third-party vendors to provide critical services, including, among other things, services related to accounting, human resources, information technology and network monitoring that we cannot or do not create or provide ourselves. We depend on these vendors to ensure that our corporate infrastructure will consistently meet our business requirements. The ability of these third-party vendors to successfully provide reliable and high-quality services is subject to technical and operational uncertainties that are beyond our control. While we may be entitled to damages if our vendors fail to perform under their agreements with us, our agreements with these vendors limit the amount of damages we may receive. In addition, we do not know whether we will be able to collect on any award of damages or that these damages would be sufficient to cover the actual costs we would incur as a result of any vendor’s failure to perform under its agreement with us. Upon expiration or termination of any of our agreements with third-party vendors, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete.

Any disruption to the operations of our third-party contractors and their suppliers could cause significant delays in the production or shipment of our products.

Our operations could be harmed if manufacturing, logistics or other operations of our third-party contractors or their suppliers are disrupted for any reason, including natural disasters, high heat events or water shortages, severe storms, other negative impacts from climate change, information technology system failures, military actions or environmental, public health or regulatory issues. The majority of our products are manufactured by or receive components from third-party contractors located in South Korea, Taiwan and Japan. The risk of an earthquake or tsunami in South Korea, Taiwan, Japan and elsewhere in the Pacific Rim region is significant due to the proximity of major earthquake fault lines. We have had disruptions in the past due to natural disasters disrupting the operations of our suppliers and this could happen again. Any disruption resulting from such events could cause significant delays in the production or shipment of our products until we are able to shift our manufacturing, assembling or testing from the affected contractor to another third-party vendor. We may not be able to obtain alternate capacity on favorable terms, or at all.

Risks Related to Our Legal and Regulatory Environment

Global economic and political conditions, including high inflation, recessionary concerns and trade restrictions, may have an impact on our business and financial condition in ways that we currently cannot predict.

Our operations and performance depend significantly on global, regional and U.S. economic and geopolitical conditions. Customer demand for our solutions may be negatively impacted by weak economic conditions, high inflation or recessionary environments in the US and other nations. Inflation or other deteriorations in global economic conditions may impact our operating expenses and third parties may demand pricing accommodations, which could harm our ability to meet customer demands or collect revenue or otherwise harm our business and financial results.

General trade tensions between the United States and China have been escalating, which has, in our view, created and will perpetuate an uncertain business environment. Tariffs on Chinese-origin products increased and may do so further. The specific duty rates have fluctuated, with the United States imposing, revoking, and postponing various tariffs. Similarly, China has taken measures in response, including increased tariffs on U.S. products and the imposition of new export controls on rare earth metals, critical minerals, and other items. Though certain items have been exempted from some of these recent U.S. tariff actions, including computers, semiconductors and other consumer electronics, the risk of additional U.S. tariffs has materially increased in light of recent comments and new Section 232 investigations opened by the U.S. presidential administration.

Additionally, in 2022, the U.S. government announced new controls restricting the ability to send certain products and technology related to semiconductors, semiconductor manufacturing, advanced computing, supercomputing, and artificial intelligence to China, including Hong Kong, without an export license. In many cases, these licenses are subject to a policy of denial and will not be issued. These controls have continued to expand. While our current products are not restricted by these controls, such controls could impact our ability to export products to China in the future. It also is possible that the Chinese government will retaliate in ways that could impact our business. End-user and end-use restrictions continue to evolve and may change what we can provide to certain entities both in China and other countries.

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In addition to negative impacts from existing tariffs and trade restrictions, if additional tariffs or trade restrictions are imposed on our SoC solutions or the products of our customers, or trade restrictions are imposed on our ability to conduct business with certain customers, there could be a negative impact on our operations and financial performance. Even in the absence of new restrictions, tariffs or changes in export classifications, it is possible that foreign customers could take actions to reduce dependence on the supply of components, including our solutions, that could be subject to new export classifications or trade restrictions. There are also risks that the Chinese government may, among other things, require the use of local suppliers, compel companies that do business in China to partner with local companies to conduct business and provide incentives to government-backed local customers to buy from local suppliers. A large portion of our employee base is in China and impacts to our China offices could significantly harm our operations, make it difficult to support customers and negatively impact product development. The materialization of these risks could have a material adverse effect on our business and financial condition. Further, our business and performance are subject to economic conditions, and our suppliers, distributors, and customers may suffer their own financial and economic challenges.

The U.S. government recently introduced regulations that require notification of or prohibit certain transactions by the Company with entities in China or with linkages to China. These regulations could apply to certain intracompany activities with our China subsidiary or other activities with entities in China or with linkages to China. These regulations could also limit the ability of others to transact certain business with the Company if those transactions involve or benefit, directly or indirectly our operations in China.

Russia’s ongoing conflict with Ukraine has triggered significant sanctions from U.S. and European leaders. Changes in U.S. trade policy could trigger retaliatory actions by Russia, its allies and other affected countries, including China, resulting in a trade war. These sanctions and restrictions have continued to increase as the conflict has further escalated, and the United States and other countries could impose wider sanctions and export restrictions and take other actions in the future that could impact our business. Furthermore, if the conflict between Russia and Ukraine continues, or if other countries, including the U.S., become further involved in the conflict, we could face significant adverse effects to our business and financial condition.

We have significant business operations in Taiwan, including ~~353~~364 employees as of ~~July~~October 31, 2025, and many of our third-party manufacturing suppliers are located in Taiwan. Accordingly, our business, financial condition and results of operations may be affected by changes in governmental and economic policies in Taiwan, social instability and diplomatic and social developments in or affecting Taiwan due to its international political status. Although significant economic and cultural relations have been established between Taiwan and China, we cannot assure that relations between Taiwan and China will not face political or economic uncertainties in the future. Any deterioration in the relations between Taiwan and China, and other factors affecting military, political or economic conditions in Taiwan, could disrupt our business operations and materially and adversely affect our results of operations.

Our ability to sell our products to several China customers has been restricted.

Several of our customers, including Hangzhou Hikvision Digital Technology Co., Ltd, or Hikvision, Zhejiang Dahua Technology Co., Ltd., or Dahua, and affiliates of Shenzhen Dajiang Baiwang Technology Co., Ltd., have been added to the BIS Entity List, which imposes limitations on the supply of U.S. controlled items to the listed entities. These customers may seek to obtain similar or substitute products from our competitors that are not subject to these limitations, or to develop similar or substitute products themselves. We also cannot be certain what additional actions the U.S. government may take with respect to any of our China customers, including changes to the Entity List restrictions, export regulations, tariffs or other trade restrictions, or whether the Chinese government may take any actions in response to U.S. government action that may adversely affect our ability to do business with our China customers. Even in the absence of new restrictions, tariffs or trade actions imposed by the U.S. or Chinese government, our China customers may take actions to reduce dependence on the supply of components subject to U.S. trade regulations, including our SoC solutions, which could have a material adverse effect on our operating results. We are unable to predict the duration of the restrictions imposed by the U.S. government or of any additional governmental actions, any of which could have a long-term adverse effect on our business, operating results and financial condition.

We are subject to governmental export and import controls that could subject us to liability or impair our ability to compete in international markets.

The U.S. and various foreign governments have imposed controls, export license requirements and restrictions on the import or export of certain products, technologies and software. We must export our products in compliance with U.S. export controls, including the Commerce’s Export Administration Regulations. We may not always be successful in obtaining necessary export licenses, and our failure to obtain required import or export approval for our products or limitations on our ability to export or sell our products imposed by these laws may harm both our international and domestic sales and adversely affect our revenue. Noncompliance with these laws could have negative consequences, including government investigations, penalties and reputational harm.

4748

Changes in our products or changes in export, import and economic sanctions laws and regulations may delay our introduction of new products in international markets, prevent our customers from deploying our products internationally or, in some cases, prevent the export or import of our products to or from certain countries altogether. Any change in export or import regulations or legislation, shift or change in enforcement, or change in the countries, persons or technologies targeted by these regulations, could result in decreased use of our products by, or in our decreased ability to export or sell our products to, existing or potential customers with international operations. In such event, our business and results of operations could be adversely affected.

We are subject to warranty and product liability claims and to product recalls.

From time to time, we are subject to warranty claims that may require us to make significant expenditures to defend these claims or pay damage awards. In the future, we may also be subject to product liability claims resulting from failure of our solutions or if products we design, manufacture, or sell, cause personal injury or property damage, even where the cause is unrelated to product defects. These risks will likely increase as our products are introduced into new devices, markets, or applications, including autonomous and semi-autonomous automotive, drone and robotic applications. In the event of a warranty claim, we may also incur costs if we compensate the affected customer. We maintain product liability insurance, but this insurance is limited in amount and subject to significant deductibles. There is no guarantee that our insurance will be available or adequate to protect against all claims. We also may incur costs and expenses relating to a recall of one of our customers’ products containing one of our devices. The process of identifying a recalled product in consumer devices that have been widely distributed may be lengthy and require significant resources, and we may incur significant replacement costs, contract damage claims from our customers and reputational harm. Costs or payments made in connection with warranty and product liability claims and product recalls could harm our financial condition and results of operations, as well as harm our reputation and cause the market value of our ordinary shares to decline.

We are subject to governmental laws, regulations and other legal obligations related to data processing, privacy, data protection and cybersecurity.

The legislative and regulatory framework for data processing, privacy, data protection and cybersecurity issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. We collect, maintain, transfer and otherwise process personal information and other data as part of our business processes and activities. These actions are subject to a variety of U.S. and international laws and regulations, and oversight by various regulatory or other governmental bodies. Many foreign countries and governmental bodies, including China, the European Union and other relevant jurisdictions where we conduct business, have laws and regulations concerning these matters that are more restrictive than those in the U.S. For example, the European Union has adopted the General Data Protection Regulation, or GDPR, which imposed stringent data protection requirements and provided for substantial penalties for noncompliance, including the potential for fines of up to €20 million or 4% of the annual global revenues of the noncompliant entity, whichever is greater. The United Kingdom has adopted legislation that substantially implements the GDPR and provides for a similar penalty structure. Similarly, California has adopted the California Consumer Privacy Act of 2018, or CCPA, which took effect in 2020. The CCPA was modified by the California Privacy Rights Act of 2020, which became effective on January 1, 2023. Numerous other U.S. states have proposed, and in certain cases enacted privacy laws, many of which are similar to the CCPA. The U.S. Department of Justice has also issued regulations regarding certain bulk sensitive personal data transfers.

In 2021, the National People’s Congress passed the Data Security Law of the People’s Republic of China (Data Security Law) and China’s Personal Information Protection Law (PIPL). The Data Security Law is the first comprehensive data security legislation in China and aims to regulate a wide range of issues in relation to the collection, storage, processing, use, provision, transaction and publication of any kind of data. The PIPL is the first national-level law comprehensively regulating issues in relation to personal information protection in China, and provides for substantial fines and other remedies. The Data Security Law contains provisions that allow substantial government oversight and includes fines for failure to obtain required approval from China’s cyber and data protection regulators for cross-border personal information-related data transfers.

Aspects of laws and regulations relating to data processing, privacy, data protection and cybersecurity, and their interpretation and enforcement, remain unclear, and these laws and regulations, as well as relevant industry standards or other actual or asserted obligations, may be interpreted or applied in a manner that is inconsistent with our practices or the features of our products or solutions. We may find it necessary to modify our products, solutions or practices and to incur substantial costs and expenses in an effort to comply. Further, in the event of any actual or alleged failure to comply with such laws, regulations, industry standards or other actual or asserted obligations, we could face fines, lawsuits, regulatory investigations, and other claims and penalties, and we could be required to fundamentally change our products or our business practices, which could have an adverse effect on our business. Any inability, or perceived inability, to adequately address data processing, privacy, data protection or cybersecurity concerns, or to comply with applicable laws, regulations, industry standards, or other actual or asserted obligations relating to these matters, even if unfounded, could result in additional cost and liability to us, inhibit sales, damage our reputation and adversely affect our business.

4849

Failure to comply with the U.S. Foreign Corrupt Practices Act, or FCPA, and similar laws associated with our activities outside of the United States could subject us to penalties and other adverse consequences.

We face significant risks if we fail to comply with the FCPA and other anti-corruption laws that prohibit improper payments or offers of payment. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, agents, representatives, distributors, business partners, and third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector. In many foreign countries, particularly in countries with developing economies, it may be a local custom that businesses operating in such countries engage in business practices that are prohibited by the FCPA or other applicable laws and regulations.

Although we implemented an anti-corruption compliance program, we cannot assure you that none of our employees, agents, representatives, distributors, business partners or third-party intermediaries will take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. Any allegations or violation of the FCPA or other applicable anti-corruption laws could result in whistleblower complaints, investigations, enforcement actions, severe criminal or civil sanctions, fines, adverse media coverage, and suspension or debarment from U.S. government contracting, all of which could have an adverse effect on our reputation, business, financial condition, operating results and cash flows. Responding to any investigation or action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

We, our customers and third-party contractors are subject to increasingly complex environmental regulations and compliance with these regulations may delay or interrupt our operations and adversely affect our business.

We face increasing complexity in our procurement, design, and research and development operations as a result of requirements relating to the materials composition of our products, including the European Union’s, or EU’s, Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment, or RoHS, directive, which restricts the content of lead and certain other hazardous substances in specified electronic products put on the market in the EU and similar Chinese legislation relating to marking of electronic products. The passage of similar requirements in additional jurisdictions or the tightening of these standards in jurisdictions where our products are already subject to such requirements could cause us to incur significant expenditures to make our products compliant with new requirements, or could limit the markets into which we may sell our products.

Failure to comply with these and similar laws and regulations could subject us to fines, penalties, civil or criminal sanctions, contract damage claims, and take-back of non-compliant products, which could harm our business, reputation and operating results. Similarly, failure by our foundry vendors or other suppliers to comply with applicable environmental laws and requirements could cause disruptions and delays in our product shipments, which could adversely affect our relations with our ODMs and OEMs and adversely affect our business and results of operations.

We are subject to regulatory compliance requirements, including Section 404 of the Sarbanes-Oxley Act of 2002, which are costly to comply with, and our failure to comply with these requirements could harm our business and operating results.

We are subject to disclosure and compliance requirements associated with being a public company, including but not limited to compliance with Section 404 of the Sarbanes-Oxley Act of 2002. For example, Section 404 of the Sarbanes-Oxley Act requires that our management report on, and our independent auditors attest to, the effectiveness of our internal control structure and procedures for financial reporting. Compliance with Section 404 requires a significant amount of time, expenses and diversion of internal resources. If we or our auditors discover a material weakness in our internal controls, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in our financial statements and harm our stock price. In addition, if we fail to maintain effective controls over financial reporting, we could be subject to sanctions or investigations by The Nasdaq Global Select Market, the SEC, or other regulatory authorities. Irrespective of compliance with Section 404, any failure of our internal controls could have a material adverse effect on our stated results of operations and harm our reputation. Furthermore, investor perceptions of our company may suffer, and this could cause a decline in the market price of our ordinary shares.

Changes in applicable tax laws or effective tax rates or adverse outcomes resulting from examination of our tax returns could adversely affect our results.

4950

Our operations are subject to certain taxes, such as income and transaction taxes in the jurisdictions in which we do business. A change in the tax laws in the jurisdictions in which we do business, including an increase in tax rates or an adverse change in the treatment of an item of income or expense, possibly with retroactive effect, could result in a material increase in the amount of taxes we incur. Our future effective tax rates could be adversely affected if our earnings are lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in the valuation of our deferred tax assets and liabilities, transfer pricing adjustments, re-organization or restructuring of our businesses, changes in our corporate structure, including the effect of acquisitions on our legal structure, by tax costs related to intercompany realignments, tax effects of share-based compensation, expiration of or lapses in tax incentives, or by changes in tax laws, regulations, accounting principles or interpretations thereof. In addition, we may determine that it is advisable from time to time to repatriate earnings from subsidiaries under circumstances that could give rise to imposition of potentially significant withholding taxes by the jurisdictions in which such amounts were earned, without our receiving the benefit of any offsetting tax credits, which could also adversely impact our effective tax rate.

Changes in applicable laws could cause us to experience fluctuations in our tax obligations and effective tax rates and otherwise adversely affect our tax positions and/or our tax liabilities. For example, in ~~August~~December ~~2022~~2018, the ~~U.S.~~Cayman ~~enacted~~Islands passed the ~~Inflation~~International ~~Reduction~~Tax ~~Act~~Co-Operation of(Economic ~~2022~~Substance) Law, ~~or IRA~~2018, which ~~includes~~requires aCayman ~~new~~Islands ~~15%~~companies ~~corporate~~carrying ~~minimum~~on ~~tax~~one asor ~~well~~more asrelevant activities to maintain a 1%substantial ~~excise~~economic ~~tax~~presence onin the ~~fair~~Cayman ~~value~~Islands. ofEffective ~~corporate~~from ~~stock~~December ~~repurchases~~31, ~~made~~2019, bywe Uhave structured our activities to comply with the new law.S. ~~corporations~~However, ~~and~~the ~~certain~~legislation ~~foreign~~remains ~~corporations~~subject ~~after~~to ~~December~~further 31clarification and interpretation and accordingly, ~~2022~~there is no guarantee that we will be deemed to be compliant. WeFurthermore, dothis ~~not~~legislation ~~expect~~may require us to make additional changes to the ~~IRA~~activities we carry on in the Cayman Islands, which could increase our cost of operations, and we could be subject to ~~have~~penalties for lack of compliance. As a ~~material~~result, we are not able to determine the impact on our ~~financial~~operations ~~statements~~and net income as of the current period.

In ~~December 2018~~addition, the ~~Cayman~~Organization ~~Islands~~for ~~passed~~Economic ~~the~~Co-operation ~~International~~and ~~Tax~~Development ~~Co-Operation~~has ~~(Economic~~been ~~Substance)~~working ~~Law,~~on ~~2018,~~a ~~which~~Base ~~requires~~Erosion ~~Cayman~~and ~~Islands~~Profit ~~companies~~Shifting ~~carrying~~Project onand ~~one~~has orbeen ~~more~~issuing ~~relevant~~guidelines ~~activities~~and toproposals ~~maintain~~covering a ~~substantial~~number ~~economic~~of ~~presence~~issues, inincluding ~~the~~country-by-country ~~Cayman~~reporting, ~~Islands.~~permanent ~~Effective~~establishment ~~from~~rules, ~~December~~transfer ~~31,~~pricing ~~2019,~~rules weand ~~have~~tax ~~structured~~treaties. ~~our~~Many ~~activities~~of tothese ~~comply~~changes ~~with~~have ~~the~~been ~~new~~or ~~law.~~are ~~However,~~in the ~~legislation~~process ~~remains~~of ~~subject~~being toadopted ~~further~~by ~~clarification~~numerous countries and ~~interpretation~~could materially and ~~accordingly,~~adversely ~~there~~affect our provision for income taxes. One proposal is noa ~~guarantee~~framework that weensures ~~will~~an beeffective ~~deemed~~global tominimum betax ~~compliant.~~rate ~~Furthermore,~~of ~~this~~15% ~~legislation~~on ~~may~~certain ~~require~~multinationals usthat tomeet ~~make~~a ~~additional~~consolidated ~~changes~~revenues tothreshold ~~the~~of ~~activities~~EUR we750 ~~carry~~million onor inequivalent annually (“Pillar Two”). The Company believes that its consolidated revenues have not exceeded the ~~Cayman~~relevant ~~Islands~~annual threshold. In addition, ~~which~~the ~~could~~U.S. ~~increase~~has ~~our~~withdrawn ~~cost~~support offor ~~operations,~~Pillar Two and wehas ~~could~~indicated bethat ~~subject~~it tomay ~~penalties~~take ~~for~~action ~~lack~~against ofcountries ~~compliance~~with tax laws that disproportionately impact U.S. Asbusinesses, awhich may result, wein ~~are~~retaliatory ~~not~~taxes ~~able~~or other retaliatory actions against U.S. businesses. Additional changes to ~~determine~~global ~~the~~tax ~~impact~~laws onare ~~our~~likely ~~operations~~to occur, and ~~net~~such ~~income~~changes asmay ofadversely ~~the~~affect ~~current~~our ~~period~~effective tax rate, operating results, and cash flow.

In addition, the Organization for Economic Co-operation and Development has been working on a Base Erosion and Profit Shifting Project and has been issuing guidelines and proposals covering a number of issues, including country-by-country reporting, permanent establishment rules, transfer pricing rules and tax treaties. Many of these changes have been or are in the process of being adopted by numerous countries and could materially and adversely affect our provision for income taxes. One proposal, which has been enacted or is being considered by many jurisdictions, is a framework that ensures an effective global minimum tax rate of 15% on certain multinationals that meet a consolidated revenues threshold of EUR 750 million or equivalent annually (“Pillar Two”). The Company believes that its consolidated revenues have not exceeded the relevant annual threshold. In addition, the U.S. has withdrawn support for Pillar Two and has indicated that it may take action against countries with tax laws that disproportionately impact U.S. businesses, which may result in retaliatory taxes or other retaliatory actions against U.S. businesses. Additional changes to global tax laws are likely to occur, and such changes may adversely affect our effective tax rate, operating results, and cash flow.

The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, and made a number of changes to existing tax law, including extending or making permanent certain business and international tax measures initially established under the Tax Cuts and Jobs Act of 2017 (TCJA), which were set to expire. The OBBBA requires complex computations to be performed that were initially introduced by the TCJA. The U.S. Treasury Department, the IRS, and other standard-setting bodies could interpret or issue guidance on how provisions of the OBBBA will be applied or otherwise administered that is different from our interpretation. We are in the process of evaluating the financial statement impact of these provisions to future periods, but do not expect the OBBBA to have a material impact on the consolidated financial statements. As we complete our analysis of the OBBBA, collect and prepare necessary data, and interpret any additional guidance, we may make adjustments to provisional amounts that we have recorded that may impact our provision for income taxes in the period in which the adjustments are made.

We are subject to periodic audits or other reviews by tax authorities in the jurisdictions in which we conduct our activities. For example, our income tax returns are subject to continuous examination by the Internal Revenue Service and other tax authorities. Any such audit, examination or review requires management’s time, diverts internal resources and, in the event of an unfavorable outcome, may result in additional tax liabilities or other adjustments to our historical results. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. We cannot assure you that the outcomes from these continuous examinations will not have an adverse effect on our operating results and financial condition.

We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences for U.S. holders of our ordinary shares.

If, for any taxable year, either (a) at least 75% of our gross income is passive income or (b) at least 50% of the value of our assets (based on an average of the quarterly values of those assets during the taxable year) is attributable to assets that produce or are held for the production of passive income, in each case including a pro rata portion of the income and assets of each subsidiary in which we own, directly or indirectly, at least 25% by value of such subsidiary’s equity interests, we may be characterized as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. If we are treated as a PFIC for any taxable year during which a U.S. holder holds ordinary shares, certain adverse U.S. federal income tax consequences could apply for such U.S. holder.

foreign investment company, or PFIC, for U.S. federal income tax purposes. If we are treated as a PFIC for any taxable year during which a U.S. holder holds ordinary shares, certain adverse U.S. federal income tax consequences could apply for such U.S. holder.

Based on the current and anticipated valuation of our assets and the composition of our income and assets, we do not expect to be considered a PFIC for our 2026 fiscal year. However, a separate determination must be made at the close of each taxable year as to whether we are a PFIC for that taxable year, and we cannot assure you that we will not be a PFIC for our 2027 fiscal year or any future taxable year. Because we currently hold, and expect to continue to hold, a substantial amount of cash or cash equivalents, and because the calculation of the value of our assets may be based in part on the value of our ordinary shares, which may fluctuate and may fluctuate considerably given that market prices of technology companies historically often have been volatile, we may be a PFIC for any taxable year.

Changes in our U.S. federal income tax status, or that of our subsidiaries, could result in adverse tax consequences to our 10% or greater U.S. shareholders.

If, for U.S. federal income tax purposes, a United States person owns, or is considered to own as a result of certain attribution rules, 10% or more of the voting power or value of the stock of a non-U.S. corporation, such person is “United States shareholder” of such corporation, and may be treated as a “United States shareholder” with respect to each non-U.S. corporation in our group that is a subsidiary of that corporation. A non-U.S. corporation is a controlled foreign corporation, or CFC, for U.S. federal income tax purposes if United States shareholders, as defined in the immediately preceding sentence, own directly, indirectly or constructively (through attribution), more than 50% of either the total combined voting power or total value of the stock of such corporation. Because our group includes one or more U.S. subsidiaries, certain of our non-U.S. subsidiaries will generally be treated as CFCs under certain “downward attribution” rules, even if we are not a CFC. The OBBBA modifies the downward attribution rules and limits income inclusion with respect to foreign corporations that are treated as CFCs by virtue of downward attribution to only United States shareholders who own directly or indirectly more than 50% of the foreign corporation, effective for taxable years of foreign corporations beginning after December 31, 2025. Any United States shareholder (as defined above) should consult their individual tax advisor regarding the potential application of these rules to their ownership interest.

Risks Related to Our Intellectual Property

Our failure to adequately protect our intellectual property rights could impair our ability to compete effectively or defend ourselves from litigation, which could harm our business, financial condition and results of operations.

Our success depends, in part, on our ability to protect our intellectual property. We rely primarily on patent, copyright, trademark and trade secret laws, as well as confidentiality and non-disclosure agreements and other contractual protections, to protect our proprietary technologies and know-how, all of which offer only limited protection. The steps we have taken to protect our intellectual property rights may not be adequate to prevent misappropriation of our proprietary information or infringement of our intellectual property rights, and our ability to prevent such misappropriation or infringement is uncertain, particularly in countries outside of the United States. The failure of our patents to adequately protect our technology might make it easier for our competitors to offer similar products or technologies, which would harm our business. For example, our patents and patent applications could be opposed, contested, circumvented, designed around by our competitors or be declared invalid or unenforceable in judicial or administrative proceedings. Our foreign patent protection is generally not as comprehensive as our U.S. patent protection and may not protect our intellectual property in some countries where our products are sold or may be sold in the future. Many U.S.-based companies have encountered substantial intellectual property infringement in foreign countries, including countries where we sell products. Even if foreign patents are granted, effective enforcement in foreign countries may not be available. For example, the legal environment relating to intellectual property protection in certain emerging market countries where we operate is relatively weaker, often making it difficult to create and enforce such rights. We may not be able to effectively protect our intellectual property rights in these emerging markets or elsewhere. If such an impermissible use of our intellectual property or trade secrets were to occur, our ability to sell our solutions at competitive prices may be adversely affected and our business, financial condition, operating results and cash flows could be materially and adversely affected.

We may in the future need to initiate infringement claims or litigation in order to try to protect our intellectual property rights. Litigation, whether we are a plaintiff or a defendant, can be expensive, time-consuming and may divert the efforts of our technical staff and management, which could harm our business, whether or not such litigation results in a determination favorable to us. Litigation also puts our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not being issued. Additionally, any enforcement of our patents or other intellectual property may provoke third parties to assert counterclaims against us. If we are unable to protect our proprietary rights or if third parties independently develop or gain access to our or similar technologies, our business, revenue, reputation and competitive position could be harmed.

against us. If we are unable to protect our proprietary rights or if third parties independently develop or gain access to our or similar technologies, our business, revenue, reputation and competitive position could be harmed.

Third parties’ assertions of infringement of their intellectual property rights could result in our having to incur significant costs and cause our operating results to suffer.

The semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights and positions, which has resulted in protracted and expensive litigation for many companies. We and certain of our customers have received, and in the future may receive, communications from others alleging our infringement of their patents, trade secrets or other intellectual property rights. In addition, we and certain of our end customers have been the subject of lawsuits alleging infringement of intellectual property rights by our solutions or products incorporating our solutions, including the assertion that the alleged infringement may be attributable, at least in part, to our technology. Such lawsuits could subject us to significant liability for damages and invalidate our proprietary rights, though this has not occurred to date. Any potential intellectual property litigation also could force us to do one or more of the following:

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stop selling products or using technology that contain the allegedly infringing intellectual property;

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incur significant legal expenses;

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pay substantial damages to the party whose intellectual property rights we may be found to be infringing;

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redesign those products that contain the allegedly infringing intellectual property;

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attempt to obtain a license to the relevant intellectual property from third parties, which may not be available on reasonable terms or at all; or

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lose the opportunity to license our technology to others or to collect royalty payments based upon successful protection and assertion of our intellectual property against others.

Any significant impairment of our intellectual property rights from any litigation we face could harm our business and our ability to compete.

Any potential dispute involving our patents or other intellectual property could affect our customers, which could trigger our indemnification obligations to them and result in substantial expense to us.

In any potential dispute involving our patents or other intellectual property, our customers could also become the target of litigation. Certain of our customers have received notices from third parties claiming to have patent rights in certain technology and inviting our customers to license this technology, and certain of our end customers have been the subject of lawsuits alleging infringement of patents by products incorporating our solutions, including the assertion that the alleged infringement may be attributable, at least in part, to our technology. Because we generally indemnify our customers for intellectual property claims made against them for products incorporating our technology, any litigation could trigger technical support and indemnification obligations under some of our license agreements, which could result in substantial expense to us. Because some of our ODMs and OEMs are larger than we are and have greater resources than we do, they may be more likely to be the target of an infringement claim by third parties than we would be, which could increase our chances of becoming involved in a future lawsuit. If any such claims were to succeed, we might be forced to pay damages on behalf of our ODMs or OEMs that could increase our expenses, disrupt our ability to sell our solutions and reduce our revenue. In addition to the time and expense required for us to supply support or indemnification to our customers, any such litigation could severely disrupt or shut down the business of our customers, which in turn could hurt our relations with our customers and cause the sale of our products to decrease.

The use of open source software in our products, processes and technology may expose us to additional risks and compromise our proprietary intellectual property.

Our products, processes and technology sometimes utilize and incorporate software that is subject to an open source license. Open source software is typically freely accessible, usable and modifiable. Certain open source software licenses, such as the GNU General Public License, require a user who intends to distribute the open source software as a component of the user’s software to disclose publicly part or all of the source code to the user’s software. In addition, certain open source software licenses require the user of such software to make any derivative works of the open source code available to others on terms unfavorable to us or at no cost. This can subject previously proprietary software to open source license terms.

While we monitor the use of open source software in our products, processes and technology and try to ensure that no open source software is used in such a way as to require us to disclose the source code to the related product, processes or technology when we do not wish to do so, such use could inadvertently occur. Additionally, if a third-party software provider has incorporated certain types of open source software into software we license from such third-party for our products, processes or technology, we could, under certain circumstances, be required to disclose the source code to our products, processes or technology. This could harm our intellectual property position and our business, results of operations and financial condition.

Risks Related to Ownership of Our Ordinary Shares

The market price of our ordinary shares may be volatile, which could cause the value of your investment to decline.

The market price of our ordinary shares has historically been highly volatile, and has been particularly volatile in recent years. For example, since February 1, 2020, the trading price of our common stock ranged from a low of $36.02 to a high of $227.59. The trading price of our ordinary shares is likely to remain volatile and could be subject to wide fluctuations in price in response to various factors, some of which are beyond our control. These factors include:

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changes in financial estimates, including our ability to meet our future revenue and operating profit or loss projections;

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fluctuations in our operating results or those of other semiconductor or comparable companies;

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our actual operating results failing to meet or exceed our guidance or investor expectations;

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fluctuations in the economic performance or market valuations of companies perceived by investors to be comparable to us;

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economic developments in the semiconductor industry as a whole;

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general economic conditions, including conditions related to the banking industry or caused by pandemics and high inflation, and slow or negative market growth;

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trade and other geopolitical activities affecting markets we address;

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announcements by us or our competitors of acquisitions, new products, significant contracts or orders, commercial relationships or capital commitments;

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sales or purchases of a substantial number of our ordinary shares by us, our officers, or our significant stockholders as well as the perception that such sales or purchases could occur;

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short sales of our ordinary shares, short seller reports, and related media coverage;

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our issuance or repurchase of ordinary shares;

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our ability to develop and market new and enhanced solutions on a timely basis;

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changes in the demand for our customers’ products;

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commencement of or our involvement in litigation;

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disruption to our operations;

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any major change in our board of directors or management;

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political or social conditions in the markets where we sell our products;

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changes in governmental regulations; and

•

changes in earnings estimates or recommendations by securities analysts or failure of securities analysts to maintain coverage of us.

In addition, the stock market in general, and the market for semiconductor and other technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. These broad market and industry factors may cause the market price of our ordinary shares to decrease, regardless of our actual operating performance. These trading price fluctuations may also make it more difficult for us to use our ordinary shares as a means to make acquisitions or to use options to purchase our ordinary shares to attract and retain employees. If the market price of our ordinary shares declines, you may not realize any return on your investment in us and may lose some or all of your investment. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

Provisions of our memorandum and articles of association and Cayman Islands corporate law may discourage or prevent an acquisition of us which could adversely affect the value of our ordinary shares.

Provisions of our memorandum and articles of association and Cayman Islands law may have the effect of delaying or preventing a change of control or changes in our management. These provisions include the following:

•

the division of our board of directors into three classes;

•

the right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or due to the resignation or departure of an existing board member;

•

prohibition of cumulative voting in the election of directors which would otherwise allow less than a majority of shareholders to elect director candidates;

•

the requirement for the advance notice of nominations for election to our board of directors or for proposing matters that can be acted upon at a shareholders’ meeting;

•

the ability of our board of directors to issue, without shareholder approval, such amounts of preference shares as the board of directors deems necessary and appropriate with terms set by our board of directors, which rights could be senior to those of our ordinary shares;

•

the elimination of the rights of shareholders to call a special meeting of shareholders and to take action by written consent in lieu of a meeting; and

•

the required approval of a special resolution of the shareholders, being a two-thirds vote of shares held by shareholders present and voting at a shareholder meeting, to alter or amend the provisions of our post-offering memorandum and articles of association.

Holders of our ordinary shares may face difficulties in protecting their interests because we are incorporated under Cayman Islands law.

Our corporate affairs are governed by our amended and restated memorandum and articles of association, by the Companies Law (as the same may be supplemented or amended from time to time) of the Cayman Islands and by the common law of the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as under statutes or judicial precedent in existence in jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States and provides significantly less protection to investors. There is no legislation specifically dedicated to the rights of investors in securities and thus no statutorily defined private cause of action specific to investors such as those provided under the Securities Act or the Securities Exchange Act of 1934, as amended. In addition, shareholders of Cayman Islands companies may not have standing to initiate shareholder derivative actions in U.S. federal courts. Therefore, you may have more difficulty in protecting your interests in the face of actions by our management, directors or controlling shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States due to the comparatively less developed nature of Cayman Islands law in this area.

Shareholders of Cayman Islands exempted companies, such as our company, have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders of the company. Our directors have discretion under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Subject to limited exceptions, under Cayman Islands law, a minority shareholder may not bring a derivative action against the board of directors.

Holders of our ordinary shares may have difficulty obtaining or enforcing a judgment against us because we are incorporated under the laws of the Cayman Islands.

It may be difficult or impossible for you to bring an action against us in the Cayman Islands if you believe your rights have been infringed under U.S. securities laws. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. While there is no binding authority on this point, this is likely to include, in certain circumstances, a non-penal judgment of a United States court imposing a monetary award based on the civil liability provisions of the U.S. federal securities laws. The Grand Court of the Cayman Islands may stay proceedings if concurrent proceedings are being brought elsewhere. There is uncertainty as to whether the Grand Court of the Cayman Islands would recognize or enforce judgments of United States courts obtained against us predicated upon the civil liability provisions of the securities laws of the United States or any state thereof and whether the Grand Court of the Cayman Islands would hear original actions brought in the Cayman Islands against us predicated upon the securities laws of the United States or any state thereof.

General Risk Factors

If our operations are interrupted, our business and reputation could suffer.

Our operations and those of our manufacturers are vulnerable to interruption caused by technical breakdowns, computer hardware and software malfunctions, software viruses, infrastructure failures, pandemics, and regional health issues, earthquakes, natural disasters, and other negative impacts from climate change, power losses, telecommunications failures, terrorist attacks, wars, Internet failures and other events beyond our control. Our operations could also be disrupted by geopolitical conditions, particularly in Taiwan or China, where the majority of our employees are located. Any disruption in our services or operations could result in a reduction in revenue, delay product development and R&D, or result in a claim for substantial damages against us, regardless of whether we are responsible for that failure. If remote or work from home conditions were to continue for an extended period of time, we may experience delays in product development, a decreased ability to support our customers, reduced design win activity, and overall lack of productivity. We rely on our computer equipment, database storage facilities and other office equipment, which are located primarily in the seismically active San Francisco Bay Area and Taiwan. If we suffer a significant database or network facility outage, our business could experience disruption until we fully implement our back-up systems.

Climate change and climate change-related policies and regulations may have a long-term impact on our business.

Global climate change is causing, and is projected to continue to cause, an increase in the frequency and intensity of certain natural disasters. Additionally, adverse weather, such as drought, wildfires, severe storms, sea-level rise, flooding, heat waves and cold waves, may occur more frequently and/or with greater intensity. Such extreme events are driving changes in market dynamics, and local, national and international policies and regulations, which could result in disruptions to us, our suppliers, customers, and employees. These disruptions could make it more difficult and costly for us to deliver our products, obtain components or other supplies through our supply chain, maintain, or resume operations or perform other critical corporate functions, and could reduce customer demand for our products, which would harm our business.

supplies through our supply chain, maintain, or resume operations or perform other critical corporate functions, and could reduce customer demand for our products, which would harm our business.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table displays information with respect to repurchases of the Company’s ordinary shares during the first quarter of fiscal year 2026. There were no shares repurchased during the ~~three~~second ~~months~~and ~~ended~~the ~~July~~third ~~31,~~quarters ~~2025~~of fiscal year 2026.


							Approximate
					Total Number		Dollar Value of
					of Shares		Shares that May
					Purchased as		Yet Be Purchased
					Part of Publicly		Under the Plans
	Total Number		Average Price		Announced		or Programs
	of Shares		Paid Per Share		Plans or		(in millions)
Period	Purchased (i)		(ii)		Programs (i)		(i)
February 1, 2025 to February 28, 2025		—		—		—	$	49.0
March 1, 2025 to March 31, 2025		—		—		—	$	49.0
April 1, 2025 to April 30, 2025		24,152	$	41.38		24,152	$	48.0
Total		24,152	$	41.38		24,152	$	48.0

(i)

On May 28, 2025, our Board of Directors approved an extension of the existing $50.0 million share repurchase program for an additional twelve months through June 30, 2026. The repurchase program does not obligate us to acquire any particular amount of ordinary shares, and it may be suspended at any time at our discretion. Shares may be repurchased through open market purchases, 10b5-1 plans or privately negotiated transactions. Repurchases are funded using our working capital and any repurchased shares are recorded as authorized but unissued shares. As of ~~July~~October 31, 2025, we had repurchased an aggregate amount of $2.0 million of our ordinary shares, and we had approximately $48.0 million available to repurchase shares under the program through June 30, 2026.

(ii)

The average price paid per share is calculated by total cash utilized (excluding commission) divided by total shares repurchased during the period.

ITEM 5. Other Information

Securities Trading Plans of Directors and Executive Officers

During our fiscal quarter ending ~~July~~October 31, 2025, nothe ~~director~~following ordirectors and officer, ~~as defined in Rule 16a-1(f),~~ adopted ~~or terminated~~ a “Rule 10b5-1 trading arrangement” ~~or a “non-Rule 10b5-1 trading arrangement,” each~~ as defined in Regulation S-K Item 408., as follows:

On September 30, 2025, Christopher Paisley, a member of our board of directors, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of up to an aggregate of 8,000 of our ordinary shares. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until September 30, 2026, or earlier if all transactions under the trading arrangement are completed.

On October 8, 2025, Feng-Ming Fermi Wang, our Chief Executive Officer and a member of our board of directors, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of up to an aggregate of 115,000 of our ordinary shares. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until December 31, 2026, or earlier if all transactions under the trading arrangement are completed.

No other director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408, during the last fiscal quarter ended October 31, 2025.

ITEM 6. Exhibits

The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Quarterly Report.

EXHIBIT INDEX

ExhibitNumber	Description
3.1(1)		Amended and Restated Memorandum of Association and Second Amended and Restated Articles of Association of the Registrant.
31.1		Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2		Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1±		Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Schema Linkbase Document
104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2025, has been formatted in Inline XBRL and included in Exhibit 101.

(1)		Incorporated by reference to the Registrant’s registration statement on Form S-1 (No. 333-174838) Amendment No. 3 as filed with the Securities and Exchange Commission on September 12, 2012.
±		In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

EXHIBIT INDEX


Exhibit Number	Description

3.1(1)		Amended and Restated Memorandum of Association and Second Amended and Restated Articles of Association of the Registrant.

10.1*		Form of Amended and Restated Change of Control and Severance Agreement, entered into by Ambarella, Inc. with its Chief Financial Officer.

10.2*		Form of Amended and Restated Change of Control and Severance Agreement, entered into by Ambarella, Inc. with executive officers other than the Chief Executive Officer, Chief Financial Officer and Chief Technology Officer.

31.1		Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.2		Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

32.1±		Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Schema Linkbase Document

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2025, has been formatted in Inline XBRL and included in Exhibit 101.


(1)		Incorporated by reference to the Registrant’s registration statement on Form S-1 (No. 333-174838) Amendment No. 3 as filed with the Securities and Exchange Commission on September 12, 2012.
*		Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
±		In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMBARELLA, INC.
Date: September 3, 2025	By:	/s/ Feng-Ming Wang
Date: December 4, 2025	By:	/s/ Feng-Ming Wang
		Feng-Ming Wang
		President and Chief Executive Officer
Date: September 3, 2025	By:	/s/ John A. Young
Date: December 4, 2025	By:	/s/ John A. Young
		John A. Young
		Chief Financial Officer

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