As filed with the U.S. Securities and Exchange Commission on July 6, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S‑1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Syntiant Corp.

(Exact name of registrant as specified in its charter)

      Delaware
(State or other jurisdiction of
incorporation or organization)

      3674 
(Primary Standard Industrial
Classification Code Number)
7555 Irvine Center Drive
Suite 200
Irvine, California 92618
(949) 774-4887

      82-1236867 
(I.R.S. Employer
Identification Number)

     

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kurt Busch

Chief Executive Officer

7555 Irvine Center Drive

Suite 200

Irvine, California 92618

(949) 774-4887

(Name, address, including zip code, and telephone number, including area code, of agent for service)

       
 
Tad J. Freese, Esq. 
Kathleen M. Wells, Esq.
Benjamin A. Potter, Esq.
Brent T. Epstein, Esq. 
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328‑4600

      Copies to:
 
Robert M. Saman, Esq.
Chief Legal Officer and General Counsel
Syntiant Corp.
7555 Irvine Center Drive
Suite 200
Irvine, California 92618
(949) 774-4887

       
 
Byron B. Rooney, Esq. 
Elizabeth W. LeBow, Esq. 
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000

     

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post‑effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post‑effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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.


Large accelerated filer	☐	Accelerated filer	☐
Non‑accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED , 2026

Preliminary Prospectus

Syntiant Corp.

Class A Common Stock

This is the initial public offering of Class A common stock of Syntiant Corp., and no public market currently exists for shares of our Class A common stock. We are selling shares of our Class A common stock. We currently expect the initial public offering price to be between $ and $ per share of Class A common stock.

We intend to grant the underwriters an option to purchase up to additional shares of our Class A common stock from us to cover over‑allotments, if any, at the initial public offering price less the underwriting discount.

We intend to apply to list our Class A common stock on the Nasdaq Global Market under the symbol “SYTN.”

Following the completion of this offering, we will have two classes of common stock, Class A common stock and Class B common stock (collectively, our “common stock”). The rights of holders of Class A and Class B common stock are identical, except voting and conversion rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to ten votes and is convertible at any time into one share of Class A common stock. Outstanding shares of Class B common stock, all of which will be held by our Founders (as defined below) and certain trusts for the benefit of our Founders and their family members, will represent approximately % of the voting power of our outstanding capital stock immediately following this offering. These holders will have the ability to significantly influence the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change of control transaction. See the sections titled “Description of Capital Stock” and “Principal Stockholders” for additional information.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 32 to read about factors you should consider before deciding to invest in our Class A common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds to us (before expenses)	$	$

(1)

See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

The underwriters expect to deliver the shares of Class A common stock to purchasers on or about , 2026 through the book‑entry facilities of The Depository Trust Company.


Citigroup	BofA Securities		UBS Investment Bank
Needham & Company	Stifel		Cantor	KeyBanc Capital Markets
Craig-Hallum	Rosenblatt	Roth Capital Partners		Wolfe \| Nomura Alliance

Prospectus dated , 2026.

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TABLE OF CONTENTS


	Page
LETTER FROM OUR FOUNDER	1
PROSPECTUS SUMMARY	3
THE OFFERING	23
SUMMARY CONSOLIDATED FINANCIAL DATA	27
RISK FACTORS	32
SPECIAL NOTE REGARDING FORWARD‑LOOKING STATEMENTS	75
MARKET AND INDUSTRY DATA	77
USE OF PROCEEDS	78
DIVIDEND POLICY	79
CAPITALIZATION	80
DILUTION	83
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	86
BUSINESS	106
MANAGEMENT	128
EXECUTIVE AND DIRECTOR COMPENSATION	135
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	151
PRINCIPAL STOCKHOLDERS	154
DESCRIPTION OF CAPITAL STOCK	156
SHARES ELIGIBLE FOR FUTURE SALE	164
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS	168
UNDERWRITING	172
LEGAL MATTERS	181
EXPERTS	182
CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	183
WHERE YOU CAN FIND ADDITIONAL INFORMATION	184
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1
PART II	II-1

Through and including , 2026 (the 25th day after the date of this prospectus), all dealers that buy, sell, or trade shares of our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

As used in this prospectus, unless the context otherwise requires, references to “Syntiant,” the “company,” “we,” “us,” “our,” and similar terms refer to Syntiant Corp. and, where appropriate, its subsidiaries, taken as a whole.

“Syntiant®,” “SiSonic™,” “Syntiant Core™,” “AISonic™,” the Syntiant logos, and other trade names, trademarks, or service marks of Syntiant appearing in this prospectus are the property of Syntiant Corp. Other trade names, trademarks, or service marks appearing in this prospectus are the property of their respective holders. Solely for convenience, trade names, trademarks, and service marks referred to in this prospectus appear without the ®, ™, and SM symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trade names, trademarks, and service marks.

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

References to www.syntiant.com in this prospectus are inactive textual references only, and the information contained on, or that can be accessed through, our website does not constitute part of this prospectus.

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We have not, and the underwriters have not, authorized anyone to provide you any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters take responsibility for, or provide any assurance as to the reliability of, any other information others may give you. This prospectus is an offer to sell only the shares of Class A common stock offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the shares of our Class A common stock. Our business, financial condition, results of operations, and prospects may have changed since that date.

For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or the possession or distribution of this prospectus or any free writing prospectus in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A common stock and the distribution of this prospectus outside the United States. See the section titled “Underwriting” for additional information.

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GLOSSARY OF CERTAIN TERMS

The following are abbreviations, acronyms, and definitions of certain terms used in this prospectus:

•

“acoustic echo cancellation” or “AEC” refers to a digital signal processing method used to identify and remove echo components from an audio signal, commonly in voice communication systems.

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“active noise cancellation” or “ANC” refers to a signal processing technique that reduces unwanted ambient sound by generating an opposing acoustic signal to attenuate noise in real time.

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“always-on” describes a system or capability designed to operate continuously in a low-power state, persistently monitoring sensor inputs or environmental signals and performing real-time detection or inference without requiring user initiation or system wake-up.

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“anomalous sound detection” refers to the automated identification of sounds that deviate from expected or learned acoustic patterns, often used to detect faults, hazards, or abnormal operating conditions.

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“artificial intelligence” or “AI” is a broad class of computational techniques and systems designed to perform tasks that traditionally require human intelligence, such as perception, reasoning, language understanding, and decision making.

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“ASIC” refers to an application-specific integrated circuit, a semiconductor device designed for a specific use.

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“automatic speech recognition” or “ASR” refers to a computational technique that converts spoken language captured from audio signals into machine-readable text using statistical and machine learning models, enabling voice-based interfaces, transcription, and command recognition.

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“Central Processing Unit” or “CPU” means a general-purpose processing unit responsible for executing program instructions, managing system control flow, and coordinating computation within a computing system.

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“complementary metal-oxide semiconductor” or “CMOS” is a semiconductor used to achieve high-speed switching, low power consumption, and high-density logic.

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“Digital Signal Processor” or “DSP” refers to specialized processors optimized for the real-time processing of digital signals, such as audio, video, and sensor data, using high-throughput operations.

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“edge” refers to the deployment of AI directly on local devices.

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“full-stack” refers to our integrated approach across sensing, on-device neural processing, and optimized AI software models designed to support deployment of always-on Physical AI applications.

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“Graphics Processing Unit” or “GPU” refers to a parallel processing unit designed to accelerate computation by executing many operations simultaneously, commonly used for graphics rendering, cryptocurrency, AI and machine learning, and other data-parallel workloads.

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“human presence detection” refers to a sensing and inference capability used to determine whether a human is physically present in a monitored environment, based on data such as motion, audio, infrared, or other sensor inputs.

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“integrated circuit” or “IC” refers to a set of electronic components (such as transistors, resistors, and capacitors) fabricated and interconnected on a single piece of semiconductor material (typically silicon) to perform one or more functions.

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“IoT” refers to internet of things, which is a network of physical devices or objects embedded with sensors, software, and technologies that connect and exchange data with other devices and systems.

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“keyword spotting” refers to a speech processing technique that identifies predefined words or phrases within an audio stream, typically used to trigger actions or wake word detection.

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“Large Language Model” or “LLM” is a machine learning model, typically based on deep neural networks, trained on large volumes of text data to understand, generate, and manipulate natural language.

•

“MAC” refers to multiply accumulate which is an operation that computes the product of two numbers and adds that product to an accumulator.

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“MAC efficiency” refers to the ratio of achieved multiply accumulate operations to the processor’s theoretical peak multiply accumulate capacity, measured while executing a specified neural network model under disclosed operating conditions. Formula: theoretical peak MACs = model run time * processor frequency * processor parallel MACs. MAC efficiency = model required (achieved) MACs ÷ theoretical peak MACs.

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“machine learning” or “ML” refers to a subset of AI that enables systems to learn patterns and make predictions or decisions from data without explicit programming, typically using statistical models trained on representative datasets.

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“Microcontroller Unit” or “MCU” is a compact IC combining a processor core, memory, and peripheral interfaces, designed to control embedded systems and execute deterministic, real‑time tasks with low power consumption and minimal system complexity.

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“Microprocessor Unit” or “MPU” is a general-purpose IC containing one or more high-performance processor cores, designed to execute complex software workloads in computing systems, typically relying on external memory and peripheral interfaces to operate.

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“Microelectromechanical Systems” or “MEMS” are miniaturized mechanical and electro‑mechanical structures fabricated using semiconductor processes, commonly used as sensors (e.g. microphones) that convert physical phenomena into electrical signals for digital processing.

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“neural decision processor” or “NDP” is a Syntiant‑designed, neural processor optimized for always‑on machine learning inference, enabling real‑time sensor data analysis and decision‑making on the device. It is designed to minimize energy consumption and system latency.

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“Neural Processing Unit” or “NPU” is a specialized hardware accelerator designed to efficiently execute neural network computations, particularly for machine learning and AI inference.

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“ODM” refers to an original design manufacturer.

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“OEM” refers to an original equipment manufacturer.

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“outsourced semiconductor assembly and test” or “OSAT” is a third‑party service provider that performs semiconductor packaging, assembly, and testing functions on behalf of IC manufacturers.

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“signal-to-noise ratio” or “SNR” is a quantitative measure comparing the level of a desired signal to the level of background noise, commonly used to assess signal quality.

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“software development kit” or “SDK” refers to a collection of software tools, libraries, documentation, and interfaces provided to support the development, integration, and deployment of applications for a specific platform or system.

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“Static Random-Access Memory” or “SRAM” is a type of memory that stores data within transistors so long as power is being supplied. SRAM is often used on-chip in processors for cache memory because of its speed and efficiency, providing quick access to frequently used data.

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“System on Chip” or “SoC” refers to an IC that consolidates multiple system components, such as CPU, memory, interfaces, accelerators, and power management, onto a single chip, enabling compact, power-efficient, and cost-effective embedded and edge computing systems.

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“TinyML” refers to a specialized field of AI that enables machine learning models to run on low-power, resource-constrained microcontrollers.

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“voice activity detection” or “VAD” refers to a computational technique used to detect the presence or absence of human speech within an audio signal, enabling systems to distinguish speech from background noise or silence.

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“wafer” refers to a thin slice of a semiconductor material, typically made of silicon, upon which ICs are fabricated. Wafers serve as the foundation for the production of electronic components, including microchips and microprocessors.

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A letter from kurt busch, chief executive officer and co-founder

Dear Investors,

Syntiant began with a simple observation that revealed a much larger opportunity.

I came home one evening and found my youngest son, Vinny, speaking naturally to his tablet. Curious, I asked, “What are you doing?” He replied, “I’m texting my friends.” I said, “I didn’t think you could type.” He smiled and said, “We just talk to it. It’s fun.”

In that moment, it became clear that the way people interact with technology was changing. Computing would move toward more natural, real-time interaction with the physical world. That insight led us to build Syntiant and our Neural Decision Processors, the silicon foundation of a low-power Physical AI platform designed to bring always-on intelligence to everyday devices.

Computer interfaces have evolved in distinct phases, from keyboards to mice to touchscreens. With each transition, device volumes grew by an order of magnitude, dramatically expanding who could use technology and what it could do. We believe the next shift is toward systems that can sense and respond to the world directly, enabling more intuitive and accessible interaction through speech, sound, vision, and other signals. This interface will be driven by AI bridging the physical world to the digital world.

Syntiant was started by four co-founders, each bringing a complementary capability to the company. Professor Jeremy Holleman led the earliest architectural innovations. Pieter Vorenkamp focused on scaling the technology into high-volume production. Dr. Stephen Bailey developed our software and system architecture. I focused on building the company and commercializing the platform. Remarkably, all four of us continue to work side by side today.

From the beginning, we focused on a fundamental problem: enabling artificial intelligence to operate efficiently in real-world, battery-powered devices. While cloud-based AI systems benefit from abundant compute and memory, most devices operate under strict constraints on power, latency, and size. These constraints require a different approach and this is what sets Syntiant apart.

Just as the data center has undergone a major technological and economic inflection point, we are focused on driving a similar inflection in battery-powered devices, where efficient, real-time AI requires architectures designed specifically for power, latency, and size constraints.

We designed Syntiant as a full-stack platform purpose-built for this environment. Our Neural Decision Processors, based on our proprietary at-memory architecture, are optimized to run AI workloads with minimal data movement, enabling high-performance, low-latency, and ultra-low-power operation. We pair this silicon with optimized AI models, software tools, and data pipelines designed specifically for deployment in resource-constrained devices.

This integrated approach is central to everything we do. In our experience, silicon alone is not enough. It is software that turns processors into revenue. The combination of hardware, models, and software determines whether AI systems can operate reliably and efficiently at the edge. By developing this stack end to end, we can reduce integration complexity, accelerate time to market, and deliver predictable performance for our customers.

As our customer base grew, a clear pattern emerged: nearly every Syntiant NDP was deployed alongside a microphone. This raised a critical question: if sensors today require DSPs, will they also require dedicated neural processors?

This insight led directly to our acquisition of Knowles Corporation’s Consumer MEMS Microphone business.

We were not simply adding scale; we were adding sensor technology, manufacturing expertise, and long-standing relationships with a large customer base, including many leading global Tier-1 OEMs. By integrating high-quality microphones with our NDPs and optimized AI models, we can help customers reduce integration complexity and time to market for always-on voice experiences. After more than a year of running the combined business, we’ve seen momentum: many microphone customers are co-developing integrated NDP, AI model, software, and microphone solutions.

Today, our AI technology is deployed in tens of millions of devices globally across consumer electronics, automotive, security, healthcare, defense, and retail, and in 2025 alone we shipped more than one billion sensors. You likely interact with multiple devices each day that incorporate our sensors, from smart speakers and smartphones to earbuds and automobiles. We’re proud to play a role in enabling these always-on experiences.

These deployments validate both the performance of our architecture and the demand for always-on, real-time AI capabilities. What we are seeing is not isolated adoption, but what we believe are the early stages of a broader transition.

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The market is at a clear inflection point. Artificial intelligence is extending from cloud-based, batch processing to real-time, continuous interaction. This shift is being driven by the rapid growth of connected endpoints, increasing sensor density, and the practical requirement for low-latency, energy-efficient processing. These conditions favor architectures designed specifically for the edge.

The rapid rise of AI agents reinforces this shift. As AI systems increasingly interact with users and their environment in real time, voice becomes a primary interface. Supporting these interactions reliably, particularly in noisy and dynamic conditions, requires tightly integrated sensing, processing, and AI models operating on the device. We designed our platform to meet these requirements.

This broader transition is what we call Physical AI: intelligence that operates directly in the physical world, close to the sensors, devices, and users it serves. These systems must see, hear, and respond in real time while operating within strict limits on power, latency, and size. We designed our platform for those limits, extending AI beyond the cloud to intelligent sensing and action at the edge.

What began as a simple observation from my youngest son, “We just talk to it,” has become something much larger: a generational expectation that we believe will reshape how computing systems are designed and deployed. Today’s children simply assume their devices will understand them as naturally as another person does.

Our objective is to define and lead the platform for Physical AI. And we are just getting started.

We are grateful to our customers, suppliers, partners, employees, co-founders, and to the shareholders, both current and future, who will join us on this journey.

Kurt Busch

CEO and Co-Founder

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our Class A common stock. You should read this entire prospectus carefully, including the sections titled “Risk Factors,” “Special Note Regarding Forward‑Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business,” and our consolidated financial statements and related notes included elsewhere in this prospectus before making an investment decision.

Overview

Syntiant is a semiconductor and software company focused on enabling Physical AI, which we define as on-device sensing and neural inference that allow devices to perceive, process, and respond to real-world inputs. We provide a full-stack, ultra-low-power platform that combines purpose-built neural decision processors (“NDPs”), high-performance sensing, and optimized AI models and tools, enabling customers to deploy intelligent features locally at the point of interaction while using the cloud selectively for training, orchestration, and software upgrades. Our technology has been deployed across a range of devices, from earbuds and wearables to industrial systems and automobiles. As of March 31, 2026, our AI technology had been deployed in tens of millions of devices globally, and our SiSonic sensor products had shipped in more than 25 billion units. We believe this deployed base provides customer validation, commercial access, and a foundation for expansion into next-generation Physical AI applications.

We believe Physical AI represents a natural evolution in how intelligence is deployed, driven by advances in neural network efficiency, purpose-built low-power inference hardware, and the proliferation of natural user interfaces across consumer, automotive, industrial, and medical devices. These advances have made it increasingly practical to run continuous, real-time inference directly on endpoint devices, enabling always-on responsiveness, low-latency interaction, and privacy-preserving local processing within power budgets that were not achievable until recently. While cloud infrastructure remains well-suited for training, orchestration, and software upgrades, its latency, connectivity, and cost characteristics are increasingly misaligned with the performance requirements of many endpoint applications. We believe this shift is expanding the range of AI-enabled applications and increasing demand for purpose-built platforms capable of delivering continuous intelligence directly on-device. A third-party consulting firm estimates that Physical AI will unlock a global market of approximately $490 billion by 2030, and we estimate our total addressable market within Physical AI will reach $22 billion by 2030, representing a compound annual growth rate (“CAGR”) of 27% from 2025 to 2030.

We believe our differentiation is rooted in our ability to deliver ultra-low-power, always-on neural inference on streaming inputs in power-constrained devices, where inference is the primary workload. Our full-stack hardware and software platform helps customers reduce dependence on cloud inference infrastructure, accelerate time to market, and lower power consumption without sacrificing responsiveness. Our established sensor business provides existing customer relationships that we are leveraging to expand across audio, vision, and multi-modal Physical AI use cases.

We market and sell our products through an experienced global sales organization that supports customers from initial design engagement through qualification and volume production. Once a design opportunity is won, our products are embedded in a customer’s product architecture, creating meaningful switching costs and supporting follow-on opportunities across successive product generations. Following the acquisition of the Consumer MEMS Microphone (“CMM”) business from Knowles Corporation in December 2024, we significantly expanded our commercial organization, which supports global tier 1 brands, OEMs, ODMs, module providers, and other ecosystem partners across consumer, automotive, medical, and industrial end markets.

Industry Overview

Significant Growth of Physical AI

AI has become one of the most transformative technologies of the modern era, permeating virtually every sector of the global economy. While many AI applications today run primarily in the cloud, the technology is increasingly moving closer to where it is used, embedded in physical systems that interact directly with the real world. This trend is referred to as Physical AI and spans numerous end markets including automotive, industrial automation, logistics, humanoid and service robotics, aerospace and defense, healthcare, and smart homes.

Physical AI has gained traction in everyday applications, such as earbuds, smart speakers, medical devices, autonomous vehicles, and early industrial robots. According to a third-party consulting firm, the number of connected devices is expected to reach 25 billion by the end of 2026, and many of these devices are candidates for on-device sensing and AI processing. However, we believe

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this is just the beginning for Physical AI. We believe the market is poised to expand into increasingly complex applications, including humanoids and advanced industrial robots designed to operate in unstructured and dynamic environments.

Physical AI represents the next evolution of AI, shifting from cloud-based models to embedded, real-time intelligence across devices, environments, and interactions.

Key Drivers of Physical AI Adoption

Physical AI is transforming machines from passive tools to reactive partners that can hear, see, and act with immediate precision. Below are some of the key end-market drivers leading to adoption of Physical AI:

Natural voice and conversational AI interfaces: Voice provides a natural, intuitive, and hands-free way for users to interact with AI assistants and large language models through everyday devices. These interactions increase the importance of Physical AI systems that can accurately capture speech, infer intent, and support responsive on-device processing in real time.

Acoustic scene intelligence: In complex real-world sound environments, Physical AI systems can identify relevant sound, suppress unwanted background noise, and continuously adapt to changing acoustic conditions. We expect this to drive adoption in hearing aids, earbuds, headsets, and other communication systems where specific sound detection and speech intelligibility is critical in settings such as crowded rooms, road noise, and drive-through customer interactions.

Computer vision and spatial awareness: Vision extends Physical AI beyond audio, enabling real-time understanding of objects, environments, and human activity across edge devices. As adoption grows across smart cameras, access control, and consumer electronics, we expect demand to increase for always-on, ultra-low-power vision processing that can deliver contextual awareness without reliance on the cloud.

Continuous health monitoring: Wearables and medical devices are transitioning from simple trackers to “active guardians” by continuously analyzing biometric data. From everyday examples such as sleep patterns and blood sugar analysis to more serious alerts such as heart arrhythmia, Physical AI devices can trigger emergency responses.

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Industrial monitoring and predictive maintenance: On high-speed manufacturing lines, Physical AI devices allow cameras and other sensors to act as expert inspectors, helping identify microscopic flaws on assembly lines at high speeds that are impossible for human inspectors to detect or systems that rely on outside processing.

High-speed autonomy: In dynamic environments such as homes, busy streets, industrial warehouses, and manufacturing floors, autonomous machines such as robots, drones, and vehicles must make decisions at high speeds, processing significant amounts of sensor data in milliseconds.

System Drivers of Physical AI

Historically, the majority of AI compute has been addressed by centralized cloud infrastructure, which offers vast compute and storage capacity and ample electricity supply. In recent years as AI has moved from compute-heavy training to inference workloads, the cloud-centric AI delivery model has shown significant limitations for Physical AI users.

The combination of the below factors has fueled a push to move AI inference directly onto physical devices rather than relying solely on remote cloud infrastructure.

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Latency: Transmitting continuous streams of sensor, audio, and video data to remote data centers introduces latency that may be prohibitive for time-critical applications. For instance, a noise-cancellation algorithm that waits for a roundtrip to the cloud would not be useful for the real-time end user.

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Energy efficiency: Streaming data from physical devices, oftentimes in raw sensor form, leads to significant consumption of networking and compute energy in the cloud infrastructure.

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Cost: Each additional query or prompt typically incurs incremental compute and energy costs when processed in the cloud, and must be transmitted back and forth with additional cost. On-device AI fundamentally shifts this cost structure, since once neural processing silicon is deployed on-device, inference typically eliminates or greatly reduces incremental cloud usage fees.

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Privacy and data governance: Transmitting, storing, and processing sensitive information in the cloud raises concerns about unauthorized access, data breaches, and compliance with data protection regulations. In applications such as health monitoring and home security, streaming raw biometric or video data to a remote server may create unacceptable exposure to potential violations of data protection laws and regulatory frameworks.

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Connectivity constraints: Many of the environments where AI is most needed, such as moving vehicles, remote infrastructure, or wearable devices in a remote area, cannot guarantee a persistent, high-bandwidth, low-latency connection to the cloud. In the event of network unavailability, cloud-dependent functionality may be interrupted or degraded, which can be unacceptable for certain time-critical or safety-relevant use cases.

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Bandwidth limitations: Sending large volumes of data to the cloud for processing may overwhelm available bandwidth as the number of devices in the real-world grows. At scale, this could create substantial congestion, degrade performance, and impact other critical workloads.

Growth of Physical AI Models and Applications

The AI that captures public imagination, such as chatbots, image generation, and other large language models, represents only the current most visible layer of a much larger market potential. Beneath the surface, Physical AI relies on a broad ecosystem of specialized, on-device models that sense, filter, and interpret real-world signals, as depicted below. As these local intelligence

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capabilities enable AI systems to perceive their surrounding environment, they enhance the quality, relevance, and responsiveness of higher level conversational and generative AI experiences.

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Signal conditioning and enhancement: Cleaning real‑world sensor inputs to isolate relevant signals under variable and noisy conditions.

Examples: active noise cancellation, acoustic echo cancellation, microphone beamforming.

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Event and presence detection: Identifying meaningful events or human activity within continuous sensor streams to trigger system actions.

Examples: voice activity detection, anomalous sound detection such as glass break, alarms, or impact events, Human Presence Detection.

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Always‑on wake word and keyword detection: Ultra‑low‑power, local recognition of predefined trigger phrases without reliance on cloud connectivity.

Examples: wake word engines, keyword spotting.

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On‑device speech recognition and interpretation: Local decoding of spoken input into text or structured commands for voice‑driven interfaces, without requiring continuous cloud inference.

Examples: Automatic Speech Recognition, on‑device voice command recognition.

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Vision and situational awareness: Interpreting environmental context using image or related sensors to detect motion, presence, or user intent.

Examples: visual wake‑on‑motion, gesture recognition, fall detection.

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Mechanical and inertial monitoring: Continuous analysis of vibration and motion signals to identify abnormal behavior or early indicators of failure.

Examples: vibration‑based anomaly detection, inertial sensing for condition monitoring.

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Physiological signal interpretation: Extracting meaningful information from noisy biosignals in wearable or constrained devices.

Examples: heart rate and rhythm detection, activity classification, physiological trend monitoring.

These less-visible tasks are focused on working with on-device sensors such as microphones, image sensors, and inertial sensors to clean incoming signals and provide intelligence for multiple different applications. These Physical AI tasks are characterized by continuous operation, streaming sensor inputs, deterministic response requirements, and strict power constraints, which differentiate them from cloud-centric AI tasks.

Physical AI deployments often combine cloud-based development and orchestration with specialized on-device inference engines. A key attribute of Physical AI is connecting these layers by enabling continuous, low-power AI inference directly on-device, while interoperating with cloud-based tooling for model development and software model upgrades.

For example, in applications such as smart glasses, Physical AI platforms can complement cloud-based LLMs by cleaning audio and video signals and extracting key features from microphone or camera instead of streaming raw signals. This can reduce bandwidth, preserve battery, and improve privacy by keeping raw sensor data local. The cloud LLM layer can then handle heavy reasoning, answer complex questions, and generate responses, while working with clean structured inputs rather than fighting noise. In practice, Physical AI can make cloud AI faster and more accurate.

Illustrative Sensor Processing Chain

Below is a diagram of an illustrative audio processing chain that would be used to enable a conversational LLM to function in an extremely noisy environment, spanning from raw sound capture through increasingly complex AI enabled functions that extract structure, meaning, and intent from real-world signals. In this case, a significant amount of AI inference is being performed on-device, including signal conditioning, event recognition, and speech recognition. Depending on the use case, the signal may either be further processed on-device for complex speech recognition and language understanding or be sent to the cloud.

Historically these on-device functionalities such as signal conditioning and sound detection have been addressed by conventional, non-AI algorithms. These solutions typically followed fixed rules and worked reasonably well in controlled predictable environments but came up short in complex, everyday situations. For instance, traditional signal processing approaches generally achieve limited noise suppression under real-world conditions, particularly when background noise is non-stationary or highly variable. In contrast, AI-based deep neural network approaches can model complex, time-varying noise characteristics and demonstrate substantially greater noise suppression in practical deployments, suppressing non-stationary noise sources. This difference can translate to significant perceptual improvements for human communication in everyday noisy environments.

Challenges of Enabling AI Directly on Physical Devices

Running AI-based neural networks continuously is far more computationally demanding than running conventional algorithms, especially when performed on conventional processors such as MCUs and DSPs. This strain can result in significant performance challenges for physical devices such as:

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Power consumption: Optimizing power consumption is a fundamental challenge for physical devices, especially battery-powered systems. This challenge is significantly amplified as the need for AI compute increases.

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Suboptimal on-device models: Many of today’s AI models are designed to run in the cloud, processing large batches of data, and are not optimized to run workloads on small battery-powered devices. The Physical AI landscape spans a wide range of use cases and environments, necessitating a diverse set of models, and while many demonstration models are available, relatively few have been optimized for production deployment.

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Device Size: Physical devices are physically size-constrained and are limited in battery capacity, making integrating and operating compute-intensive workloads challenging.

The evolution of AI-optimized compute in physical devices mirrors the progression of AI compute in cloud-based environments. As AI workloads in the cloud expanded, the industry increasingly adopted more specialized architectures such as GPUs as opposed to general-purpose CPUs to improve the performance and efficiency of AI processing. We believe the physical device market is also poised to transition beyond general purpose processors such as MCUs, DSPs, and application processors to neural processors just as the cloud went to GPUs.

The Syntiant Full-Stack Platform

Building on years of experience with a focus on addressing AI inference challenges in battery-powered devices, we have developed and deployed a full-stack Physical AI compute platform based on three critical pillars:

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Our Neural Decision Processors that are designed to solve the constraints of Physical AI;

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Our SiSonic Sensors that act as the perceptual front-end sensors to audio signals and can be tightly integrated with our NDPs; and

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Our AI Software Models for Physical AI that act as the intelligence layer and are optimized to run in constrained environments.

Depending on the application, customers may adopt our neural processors, AI models, and sensing products independently or in combination. We support customers that deploy only neural processors, only AI software models, and only sensors, as well as customers that deploy full-stack solutions combining two or all three components.

Our Platform Advantage

Our NDPs, sensors, and AI software models form three foundational pillars of a full-stack platform, with each layer purpose-built and designed to work seamlessly together. Our comprehensive approach can shorten our customers’ time to market and reduce the engineering effort required for customers to integrate hardware, software, and models sourced from multiple suppliers or to develop and optimize these components internally.

Our platform also aims to enable more predictable performance and behavior across applications, which we believe accelerates product qualification and commercialization. Because our models are developed in close alignment with our processor

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architecture and sensing inputs, customers can deploy production-ready inference workloads without extensive retraining, re-optimization, or hardware specific adaptation. In addition, our sensor portfolio and deployment history help to reduce qualification risk and support faster transitions from prototype to volume manufacturing.

We designed and developed the architecture of our NDPs internally and continue to design and develop new NDPs and SoC products internally. NDPs are implemented in silicon by third-party foundries using intellectual property licensed from third parties, including CPU and GPU cores, interface controllers, and memory libraries, among other functional intellectual property blocks as is customary in the semiconductor industry. We develop most of our AI models internally. Our AI models are trained using our proprietary training data, in-licensed third-party training data, or our customers’ training data, depending on each customer’s specific application requirements. We collaborate with third parties to develop inference model SDKs enabling customers to develop and optimize our AI models for deployment on different hardware platforms. In addition, we collaborate with third parties to provide edge processing system-on-modules AI solutions for voice, vision, gesture and other applications, which typically include a Syntiant NDP, host MCU, one or more Syntiant microphones among other sensors, and an interface for integration with a host device.

Our Technology

Syntiant Core™

The Syntiant Core is the custom-built neural engine for high-performance efficient processing of neural networks within power and size constrained environments. It is the primary building block of the Syntiant NDPs. We purpose-built these processors for continuous neural inference on inputs such as audio, vision, and other sensor data.

Unlike general-purpose MCU- or MPU-centric architectures that rely on frequent data movement between compute and memory, Syntiant Core uses an at-memory compute architecture where neural network inference is performed directly alongside on-chip SRAM, eliminating the costly data movement between storage and compute units. This enables both very high MAC utilization and ultra-low power achieving milliwatt-level power consumption with high throughput.

As a result, our processors are designed to enable always-on operation at power levels suitable for battery-powered and thermally constrained devices. This allows customers to deploy neural inference locally without sacrificing responsiveness, privacy, or device lifetime.

The Syntiant Core makes up the cornerstone of our NDP processors and is paired with an integrated companion DSP and MCU for feature extraction and management while the Syntiant Core performs the majority of the neural processing. The architecture also includes features that we designed to exploit common characteristics of device AI neural workloads. For example, some models may have zero-valued activations which Syntiant Core processors can detect to avoid unnecessary computations, increasing throughput and reducing energy consumption. In addition, inference on time-series streaming inputs may involve intermediate results from prior inference steps that Syntiant Core will automatically reuse, minimizing computation and energy consumption at each time step. These techniques improve efficiency for always-on inference applications.

We have iteratively refined our at-memory neural processor architecture over successive generations of NDP products using feedback from deployed customer models and real-world workloads. Across these generations, we have enhanced concurrency, memory bandwidth, kernel scheduling efficiency, and support for a broader range of neural network layer types and data formats. These improvements are reflected in measured gains in throughput per clock cycle and energy efficiency when compared to general purpose architectures.

Based on internal benchmarking of representative production models, our NDPs can deliver meaningful improvements in effective throughput and energy efficiency relative to certain general-purpose MCU+NPU architectures while operating at sub-milliwatt power levels suitable for continuous use. For instance, in representative workloads with certain specified parameters, Syntiant Core 2 has shown approximately 7.4x higher MAC efficiency and 5.9x higher energy efficiency than an Arm Cortex-M85 + Ethos-U55 baseline in word detection, and 11.8x higher MAC efficiency and 4.9x higher energy efficiency in noise reduction. Our NDPs aim to deliver efficiency advantages versus MCU+NPU architectures, while operating at sub-milliwatt power levels suitable for continuous, always-on use.

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Syntiant Core 2 Advantage Over ARM M85 + U55 Configuration

Source: Syntiant Internal Benchmarking Data (Syntiant Core 2 vs Arm M85 + U55), 2026. Based on internal benchmarking of representative production models, including a 260k‑parameter keyword detector, a 590k‑parameter noise‑reduction model to compare the Syntiant Core 2 in the NDP120 operating at 21.5 MHz with 32 MAC in a 40nm process with an Arm Cortex M85 + Ethos U55 MCU+NPU platform implemented on a Renesas RA8P1 1 GHz M85 + 500 MHz U55 256 MAC neural coprocessor in 22nm. The Renesas device is referenced solely as the test vehicle for this representative MCU+NPU configuration. MAC efficiency reflects normalized multiply‑accumulate throughput, and energy efficiency reflects measured power consumption and is not normalized for process‑node differences.

The Syntiant Core architecture is implemented using fully digital standard CMOS logic and does not rely on analog or process-specific circuit elements. As a result, our neural processors can be manufactured in any standard CMOS process technology, which facilitates product development.

SiSonic Sensors

We have designed Syntiant SiSonic MEMS microphones and vibration sensors to combine compact size, high performance, mechanical robustness, and low power operation. Our sensor capabilities are based on patented MEMS structures and packaging technologies that support compact sensor designs with high performance and durability, together with proprietary circuitry and advanced ASIC technology designed to enable low power operation while maintaining performance. We continue to develop AI device specific sensor and system level optimizations intended to reduce power consumption, system size, and improve overall performance.

In 2024, we completed the acquisition of the CMM business from Knowles Corporation, which included the SiSonic product line and associated manufacturing, engineering, and customer relationships. Following the acquisition, shipments of SiSonic sensors have continued as part of Syntiant’s sensor product offerings, supporting ongoing customer programs and maintaining continuity of supply to the market. SiSonic MEMS microphones were among the first commercially deployed MEMS microphones, with initial products introduced in 2003 and used in early slim mobile handset designs. Since that time, more than 25 billion SiSonic sensors have shipped cumulatively across a range of consumer, automotive, and industrial applications.

Syntiant AI Software Models, Modeling Platform, and Inference Software Development Kit

We have designed our AI software models and modeling platform to reduce customer effort and accelerate time to production by delivering advanced device-level AI behaviors for sound, language, vision, and other sensor inputs and outputs. Our approach is focused on enabling levels of inference capability typically associated with server-based AI applications to be deployed directly within small, power-constrained AI devices.

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We have developed and validated our models specifically for environments that require compact, predictable solutions optimized for strict power and memory limits. We have designed our AI software models to operate with reduced computational and memory requirements compared to many conventional approaches, which can support always-on real-time inference usage in AI devices. This enables system designers to implement advanced AI functionality locally, rather than relying on continuous connectivity to cloud infrastructure.

Our Syntiant Modeling Platform combines our proprietary data sets, subject matter expertise, and domain-specific and domain-independent optimization techniques, developed over multiple product generations and supported by deployed systems. This platform enables efficient development, optimization, and deployment of compact device AI models using standardized workflows.

Our Syntiant Inference SDK is designed to provide the on-target runtime and integration layer that enables Syntiant’s AI models to run across heterogeneous processing platforms, from DSPs, CPUs, and GPUs to advanced neural accelerators, using a portable runtime with target-specific acceleration backends. It supports tasks such as loading models, configuring inputs from microphones and sensors, interfacing with host processors, and managing inference results. Our portable runtime supports concurrent execution of multiple models and includes both target-specific and target-independent optimizations, such as sparsity and selective execution. This portability enables Syntiant to develop an AI model and deploy it across many different supported accelerators, which supports scaling of Syntiant’s software business.

Our Products

Syntiant Core

Neural Decision Processors (NDPs)

Our NDPs are specialized low-power processors that productize the Syntiant Core neural processing architecture into deployable devices for embedded Physical AI systems. We analogize our NDPs’ position in the Physical AI market to purpose-built GPUs in the data center market, where CPUs and MCUs excel at control-oriented and sequential tasks while GPUs and NDPs are optimized for highly parallel, compute-intensive workloads.

Our processor portfolio includes three primary families of NDPs designed for sensing modalities and Physical AI workloads:

Syntiant Core NDP Products

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Note: Future roadmap includes planned next generation (“ng”) and following generation (“nxt”) offerings.

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Audio and Sensor Processing (NDP100, NDP101, NDP115, NDP120): We have designed this family of NDPs for always-on audio and sensor-based Physical AI applications. We architected these processors to execute neural network models that analyze audio signals and other sensor inputs in real time within power-constrained embedded environments. Typical workloads include environmental noise correction, keyword detection, sound classification, contextual sensing, vibration interpretation, and other continuous neural applications across consumer electronics, IoT, medical, and industrial devices.

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Vision Processing (NDP200 and NDP250): We designed this family of NDPs, in addition to the audio interfaces in the one hundred family of devices, to support computer vision and image-based machine learning workloads in on-device Physical AI applications. We have designed these processors to execute neural network models used for tasks such as object detection, image classification, and visual event recognition. The processors in this family are intended for applications that incorporate camera or image sensors and require local inference capabilities, including consumer, automotive, and industrial Physical AI systems.

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Audio Processors: Our AISonic audio edge processors are optimized for machine learning, allowing for high compute and low power operation for voice activation, hands-free control, and contextual audio processing in a range of mobile devices, true wireless stereo headsets, portable speakers, TVs, and other IoT devices.

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SoC Products (Planned NDP3 family, including next generation and following generation products): We are developing a new SoC family of products that integrates neural processing with MCU functionality to support power-constrained, on-device Physical AI workloads. Our SoCs would expand usability by including a customer programmable general-purpose processor. These planned devices are being designed to reduce system complexity by consolidating compute, memory, and control functions within a single device. The architecture is intended to incorporate enhancements such as improved convolutional processing granularity, attention layer optimizations, audio regression and activation format optimizations, and support for additional concurrent model execution to improve performance and efficiency across a broader range of workloads. We expect these planned SoC products to further expand the performance and energy efficiency envelope of our Physical AI platform, enabling support for more complex models and workloads within on-device systems.

SiSonic Sensors

Our SiSonic MEMS-based microphones and vibration sensors form the front end of our Physical AI platform, capturing real-world audio and mechanical signals to enable always-on sensing and on-device intelligence. With over 25 billion units shipped to date, our sensors are deployed across diverse consumer, automotive, and industrial applications ranging from voice control and voice communication to full-fidelity audio capture.

Our SiSonic MEMS microphone product lineup includes digital and analog microphones and automotive-grade microphones. Our digital and low power sensor capabilities enable tighter integration with downstream neural processing and software, differentiating our offerings from standalone alternatives, and supporting our broader Physical AI platform strategy. Our microphones are sold both on a standalone basis and as part of our optimized Physical AI platform along with our NDPs and AI software models.

Together, our sensor offerings are organized into distinct product families that aim to address the requirements of consumer, automotive, and industrial Physical AI applications.

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Digital SiSonic MEMS Microphones: We designed our digital MEMS microphones to serve as primary sensing inputs for Physical AI systems across a range of end markets, including consumer, industrial, and connected device applications. We designed our digital solutions to deliver high signal fidelity, low latency, and robust performance in real-world operating environments.

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Analog SiSonic MEMS Microphones: Our analog MEMS microphone portfolio is intended to support established and legacy applications requiring cost-effective, reliable audio sensing solutions. These products are designed for broad compatibility across existing platforms.

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Automotive SiSonic MEMS Microphones: Our automotive-grade digital MEMS microphones are qualified to industry automotive standards and are designed for use in vehicle cabins and exterior environments. These microphones are used for hands-free communication, voice-enabled user interfaces, and noise suppression in applications where reliability and environmental robustness are required.

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V2S Vibration Sensors: We designed our vibration sensor products to capture mechanical and acoustic signals across a wide bandwidth and are used in consumer, automotive, and industrial systems. These sensors support applications such as sound detection, condition monitoring, and predictive maintenance in environments with high background noise or mechanical stress.

Our future sensor roadmap includes high-performance, high SNR, low-power, compact, and environmentally rugged microphones designed to support increasingly demanding Physical AI applications. Our sensor business is supported by an operating model that includes in-house design of key MEMS, ASIC, and packaging elements, as well as internally managed assembly, test, and global logistics operations. We believe this full-stack approach, combined with the breadth of our sensor portfolio and deployment history, creates a competitive strength.

Syntiant AI Software Models, Modeling Platform, and Inference Software Development Kit

Our AI model portfolio is organized into four product pillars that we designed for on-device deployment:

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Wake & classify: Working closely with sensors including microphones and vibration sensors, these models support always-on, low-power detection and classification with fast response and reduced cloud dependence. Includes: wake word detection, acoustic event detection (e.g., glass breakage, safety alarms, and nature sounds), voice activity detection, speaker validation, and customizable command recognition.

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Hear (enhance/separate): These models are designed to improve intelligibility and listening experiences through on-device audio processing and efficient execution. Includes: front-end microphone signal conditioning, direction of arrival detection, acoustic echo cancellation, adaptive beamforming, single-channel noise suppression, automatic gain control, environmental noise cancellation with integrated voice denoising, hybrid adaptive noise cancellation that adjusts in real time to user and environmental conditions, face-to-face hearing enhancement for in-person communications, personalized speech enhancement using neural voice extraction in both single and multi-speaker modes, and audio source separation enabling offline and real-time isolation of individual audio components from mixed recordings for music production, consumer audio products, and dialogue enhancement.

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Talk (on-device assistant): These models aim to deliver natural-language interaction locally with offline operation, privacy benefits from keeping data on-device, and consistent latency without cloud connectivity. Includes: a small language model capable of processing spoken natural-language input and generating device commands, structured tool invocations, text, and speech responses entirely on-device.

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See (detect/recognize/segment): These models enable real-time visual intelligence on-device with deterministic low latency and reduced reliance on cloud connectivity. Includes: object detection and identification across vehicles, people, pets, packages, and license plates, subclassification of detected objects, facial and license plate recognition, image segmentation and background analysis, intelligent video-conferencing features such as speaker tracking and detection tiling, and natural-language scene description.

Our Syntiant Modeling Platform provides the ability for customers to optimize models for their own applications through a single developer interface for data ingestion and management, labeling, annotation, model training, testing, and deployment. The platform currently supports development for vision and audio models, with support for customer training and optimization of natural language models, expanded physical model types, and multi-modal model development, including vibration, inertial, ultrasonic, radar, and other modalities. System developers can either export generic models for continued development in their own simulation environments, or export platform-optimized models for a specific hardware platform using Syntiant’s Inference SDK.

Our Syntiant Inference SDK is designed to enable customers to seamlessly integrate and deploy our AI models into their end products via a standardized, easy-to-use interface.

Our Market Opportunity

Our technology and product portfolio target several segments within the broader Physical AI ecosystem, including AI processors, MEMS microphones, and AI development tools and software models used for real-world Physical AI endpoints. In

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aggregate, we estimate that our total addressable market within Physical AI will grow from approximately $7 billion in 2025 to $22 billion in 2030 at a CAGR of 27%.

Estimated Physical AI Total Addressable Market

Graph created by Syntiant Corp. based on Gartner Research and Next Move Strategy Consulting. Calculations performed by Syntiant Corp. Source: Gartner Forecast: AI Processing Semiconductors, Worldwide, 2024-2030, 1Q26. Forecast: Semiconductors and Electronics, Worldwide, 2024-2030, 1Q26, Rajeev Rajput et al., 26 March 2026 Revenue basis.

Within our total addressable market, we are positioned to address several segments that are experiencing growth as AI capabilities expand into Physical devices.

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AI Processing Semiconductors: AI processors for Physical AI enable devices to execute machine learning inference locally without relying on centralized cloud computing resources. These include dedicated AI processors as well as general purpose processors with integrated AI acceleration and are used in applications requiring real-time analysis of sensor inputs, including audio processing, computer vision, and contextual awareness. Based on industry reports prepared by Gartner®, we estimate that the global market for our Physical AI processors will grow from approximately $4.1 billion in 2025 to $16.7 billion in 2030 at a CAGR of 32%, reflecting increasing deployment of AI capabilities in consumer devices, automotive systems, and industrial equipment. Our NDPs are designed to execute machine learning inference in embedded environments and address this Physical AI processor opportunity.

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AI Software Models for Physical AI: Software tools and machine learning models designed for deployment in embedded systems are an important component of Physical AI solutions. These models enable neural-based noise reduction and environmental awareness by continuously filtering, interpreting, and contextualizing real‑world audio, visual, and sensor inputs directly on-device. Building on this foundation, AI software models support event detection, including keyword detection, object detection, and recognition of physical events, enabling responsive and context-aware device behavior. Based on industry reports prepared by Next Move Strategy Consulting, we estimate that the market associated with our AI software models for edge applications will grow from approximately $665 million in 2025 to $2.8 billion in 2030 at a CAGR of 33%, as device manufacturers increasingly incorporate machine learning functionality into connected products.

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MEMS Microphones: MEMS microphones are widely used in consumer electronics and other connected devices to capture audio signals for voice interfaces and sound detection applications. These components serve as the primary sensing interface for many Physical AI applications that rely on continuous monitoring of environmental audio. Based on

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industry reports prepared by Gartner®, we estimate that the global market for our MEMS microphones will grow from approximately $2.1 billion in 2025 to $2.7 billion in 2030 at a CAGR of 5%, driven by increasing adoption of voice-enabled devices, wearable electronics, and other connected systems. We believe our MEMS microphones address a majority of consumer, automotive, and industrial use cases, and certain medical devices; however, health hearing-aid applications use specialized microphones distributed only through our partnership with Knowles Corporation.

We have designed our solutions across NDPs, MEMS microphones, and AI software models for Physical AI applications to address a broad range of end markets. These capabilities support scalable deployment of Physical AI across consumer electronics, automotive platforms, industrial and robotic systems, and healthcare and medical devices, where systems must continuously sense, interpret, and respond to real-world environments with minimal reliance on centralized cloud infrastructure.

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Consumer Electronics: Devices such as earbuds, smart home products, wearables, head-mounted devices such as smart glasses, mobile accessories, and robotics increasingly incorporate machine learning capabilities to support voice interfaces, environmental sound detection, and contextual sensing. These devices often require always-on processing of audio and sensor inputs within compact and power-constrained environments. Examples of consumer electronics applications include:

Smart Glasses and Earbuds: Wearable platforms that integrate audio, vision, and contextual AI to enable real-time assistance, including voice interfaces, translation, and environmental awareness, requiring ultra-low-power, on-device processing within compact, thermally constrained form factors. These devices increasingly serve as an always-available interface to AI systems, functioning as a gateway to LLM-driven experiences through voice interaction, with embedded capabilities such as noise suppression, keyword detection, and environmental sound classification enhancing responsiveness and personalization.

Robotics: Consumer and commercial devices incorporate distributed sensing and inference to enable real-time interaction with dynamic environments, with stringent requirements for low power consumption, high signal-to-noise performance, and scalability across multiple processors and sensors per device.

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Automotive Electronics: Automotive platforms increasingly incorporate Physical AI processing to support driver monitoring systems, cabin sensing, and other in-vehicle intelligence functions. Automotive applications often rely on continuous analysis of camera, audio, or sensor inputs to enable safety features and driver assistance capabilities. As automotive manufacturers integrate additional sensing technologies and AI-enabled features within vehicle platforms, demand for Physical AI processors designed for embedded automotive environments is expected to increase.

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Industrial Electronics: Industrial, commercial, and robotic systems increasingly deploy Physical AI capabilities to support condition-based monitoring, automation, and predictive maintenance applications. These systems often integrate processors, sensors, and machine learning models to analyze environmental signals, visual inputs, or operational data in real time. Physical AI processors used in industrial and robotic systems enable local processing of sensor data within industrial equipment and autonomous platforms, reducing reliance on cloud connectivity and supporting real-time decision-making in operational environments.

Defense Applications: Industrial and embedded systems deployed in defense environments leverage physical AI for mission-critical sensing and identification to improve situational awareness in contested or connectivity-constrained settings. These applications require highly reliable, low-latency, and power-efficient on-device inference. We support these deployments with a dedicated team that includes personnel and facilities with applicable security clearances, allowing us to participate in sensitive and security focused programs.

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Healthcare and Medical Devices: We currently ship neural processors and AI software for use in regulated healthcare devices, where continuous, ultra‑low‑power on‑device inference is required to meet strict power, latency, reliability, and privacy requirements. These applications represent some of the most demanding Physical AI environments due to small form factors, long operational lifetimes, and medical performance standards.

As AI capabilities continue to expand across consumer electronics, automotive systems, industrial devices, and the healthcare industry, we expect demand for Physical AI processors, sensing technologies, and embedded machine learning models to increase.

Our Competitive Strengths

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Offering a full-stack platform to optimize system-level performance. By combining ultra-low-power compute, sensors, and software and AI models in a unified Physical AI solution, we aim to help customers reduce design complexity, accelerate time to market, and improve system-level performance. This approach allows us to optimize

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across the full solution stack, delivering differentiated power efficiency, functionality, and ease of deployment for always-on and intelligent Physical AI applications. We believe our product roadmap will further extend these advantages by broadening our platform across additional sensing modalities, neural processing capabilities, and AI model functionality. As AI increasingly moves into real-world, resource-constrained devices, we believe our platform strategy positions us to capture a larger share of customer spend and expand into broader multi-modal use cases.

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Proven leadership in ultra-low-power, always-on intelligence. We are a leader in ultra-low-power Physical AI, with a purpose-built architecture designed for voice-driven and always-on applications where latency, battery life, size, and power efficiency are critical. Based on internal testing, our solutions consumed significantly less power than certain competing solutions, which helps to highlight the differentiated efficiency of our platform in power-constrained devices. We believe this combination of ultra-low-power performance and voice-focused capability positions us favorably across a broad range of hands-free, eyes-free, and always-on Physical AI applications.

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Long-standing relationships with OEMs and tier 1 customers, with an established base for broader AI attachment. We believe our commercial position benefits from a robust installed base of over 100 customers as of March 31, 2026. Our installed footprint provides a strong foundation to cross-sell higher-value NDP and model-related solutions, including AI models and tools, while we believe our design-in model, qualification requirements, and integration into customer platforms can create durable relationships and meaningful switching costs once our Physical AI solutions are deployed in production. Our customer base has expressed significant AI interest, with many of our customers engaged in evaluating our AI products for their use.

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Intellectual property portfolio across low-power compute, sensing, and AI software models. We believe our intellectual property portfolio is a competitive asset and supports our position across processing, always-on sensing, voice and audio technologies, and full-stack hardware‑enabled platform solutions. Our owned and in-licensed intellectual property portfolio and know-how span semiconductor architectures, AI software models and tools, system design, and sensor-related technologies, and we believe this breadth strengthens both our product differentiation and our ability to develop full-stack platform solutions over time. As of June 30, 2026, we owned approximately 27 issued U.S. patents, 26 issued foreign patents, 16 pending U.S. patent applications, and 23 pending foreign patent applications. The issued patents in the United States generally expire beginning in 2036 through 2044. As of June 30, 2026, we have perpetual licenses, except in Hearing Health Field Uses (defined below), to approximately 200 issued U.S. patents, 133 issued foreign patents, seven pending U.S. patent applications, and 60 pending foreign patent applications, and such license rights are exclusive for use in MEMS microphones in consumer products and non-exclusive in all other areas (except, in each case, in Hearing Health Field Uses). In addition, as of June 30, 2026, we have non-exclusive license rights to approximately 103 issued U.S. patents and one issued foreign patent, except in Hearing Health Field Uses. Such in-licensed issued patents in the United States generally expire beginning in 2027 through 2043.

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Management team with extensive domain expertise spanning AI, audio, and semiconductor product execution. Our engineering-centric workforce and highly skilled management team bring deep domain expertise and execution capabilities across semiconductor product development, low-power AI algorithms and tools, audio systems, and operational scaling. We believe this multidisciplinary expertise enhances our ability to innovate across the full stack of Physical AI and to support customers in bringing complex, integrated products to market. As of April 10, 2026, our team included approximately 185 employees in research and development. We are led by a team of seasoned semiconductor experts, with many of our executives having over 30 years of experience and a track record of leadership and innovation at established public companies.

Our Strategy

Our strategy is to scale our Physical AI platform by leveraging our established sensing footprint as a distribution and integration advantage, enabling us to expand adoption of on-device intelligence within our existing customer base while broadening our reach across additional workloads, applications, and end markets. By engaging early in the customer design cycle and operating adjacent to core sensing components, we enable customers to incrementally add intelligence to products that already incorporate our sensors through existing components, increasing functionality and content per device while minimizing system redesign, qualification risk, and integration complexity.

Leverage Our Sensing Footprint to Drive Physical AI Adoption

We had over 100 customers as of March 31, 2026 and leverage our established sensing footprint and long-standing customer relationships as the entry point for higher-value Physical AI offerings. Our sensors are deeply embedded in customer platforms and positioned early in the design cycle, allowing us to introduce additional on-device intelligence with minimal technical friction and

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limited disruption to existing system architectures. Our customer base has expressed significant AI interest, with many of our customers engaged in evaluating our AI products for their use.

Expand Value per Customer Device, Drive Increase in Dollar Content and Enable Margin Expansion

Our layered platform architecture creates a natural monetization progression opportunity within each customer deployment. Sensors establish the initial footprint, neural processors add on-device intelligence at higher average selling prices (“ASPs”), and AI software models layer incremental value with limited additional hardware complexity. We believe this progression can increase revenue per device, shift product mix toward higher-value offerings, and deepen our integration within customer product architectures—creating platform stickiness that supports long-term customer retention. Our integrated solutions are expected to generate gross margins materially higher than sensors alone. Below is an illustration of our dollar content expansion opportunity on a cumulative basis, as sensor customers incorporate additional capabilities from our AI offerings.

For illustrative purposes only. Actual bill of materials (“BOM”) content will differ and vary by, among other things, device category, customer configuration, and deployment timeline.

Capture Greater BOM Share Through Expanding Neural Processor Capabilities

We are expanding the functionality of our neural decision processors and associated software to take on a greater role in device-level intelligence over time. As neural processor functionality expands, we expect customers to increasingly consolidate intelligence that would otherwise be distributed across multiple discrete components, such as MCUs, enabling simpler system designs, lower overall power consumption, and greater system-level efficiency, while increasing our participation in the overall device bill of materials.

Expand Our Platform Across Additional Workloads, Applications, and End Markets

We are expanding our integrated platform of sensors, neural processors, and AI software across audio, vision, motion, and sensor fusion workloads which we believe will broaden our addressable market and increase our relevance across a wider range of intelligent endpoint applications and emerging Physical AI markets. We have seen high interest in markets such as defense, robotics, and autonomous vehicles that we were not addressing two years ago.

Selective Acquisitions to Strengthen Our Platform

We have used acquisitions to enhance our technology capabilities, expand our product portfolio, and deepen our customer relationships. For example, we have completed three acquisitions in the last two years, including the acquisition of the CMM business of Knowles Corporation. We expect to continue evaluating selective acquisition opportunities that can strengthen our platform, broaden our market reach, and support our long-term growth strategy.

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Indebtedness and Profitability

Since inception, we have incurred cumulative net losses from operations, including net losses of $60.9 million and $25.7 million for the years ended December 31, 2025 and 2024, respectively, and net losses of $20.9 million and $14.1 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, our accumulated deficit was $215.5 million. We have significant debt obligations as of March 31, 2026, including $50.0 million of senior secured term loans outstanding pursuant to a Loan and Security Agreement with Structural Capital maturing in December 2028 and $6.0 million of secured subordinated loans outstanding from Knowles Corporation maturing in March 2029. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Recent Developments

Preliminary Estimated Selected Financial Results for the Six Months Ended June 30, 2026

Included below are certain preliminary estimated selected financial results of Syntiant Corp. for the six months ended June 30, 2026 and actual unaudited financial results for the six months ended June 30, 2025. The results for the six months ended June 30, 2026 are preliminary and subject to change, and there is a possibility that our actual results may differ from these preliminary estimates.

The preliminary estimated financial results included in this prospectus have been prepared by, and are the responsibility of, our management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary estimated financial results and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report included in this document relates to the Company’s previously issued financial statements. It does not extend to the preliminary estimated financial results and should not be read to do so. These preliminary estimated financial results should not be viewed as a substitute for financial statements prepared in accordance with U.S. generally accepted accounting principles. Moreover, these preliminary estimated financial results have been prepared solely on the basis of currently available information by, and are the responsibility of, management. It is possible that we or our independent registered public accounting firm may identify items that would require us to make adjustments to the preliminary estimates set forth below as we complete our financial statements and that our actual results may differ from these preliminary estimates. Accordingly, we have provided ranges, rather than specific amounts, for the preliminary estimated financial results described below. Except as required by law, we undertake no obligation to update or supplement the preliminary estimated financial results below until we release our results of operations for the six months ended June 30, 2026, which will not occur until after this offering is completed. These preliminary estimates are not necessarily indicative of results to be expected for the full year ending December 31, 2026 and should be read together with “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our audited consolidated financial statements included elsewhere in this prospectus and our unaudited interim consolidated financial statements included elsewhere in this prospectus.


	Six Months Ended June 30,
	2025 (Actual)	2026 (Preliminary Estimated Financial Results)		Change (Estimated)
		Low	High	Low	High
	(in thousands, except percentages)
Segment Revenue:
AI
Digital Sensors
Analog Sensors
Consolidated Revenue
Segment Gross Profit (Loss)
AI
Digital Sensors
Analog Sensors
Consolidated Gross Profit (Loss)
Segment Gross Margin
AI
Digital Sensors
Analog Sensors
Consolidated Gross Margin

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	Six Months Ended June 30,
	2025	2026
	(Actual)	(Preliminary Estimated Financial Results)
		Low	High
	(in thousands)
Non-GAAP Segment Gross Profit (Loss)(1)
AI
Digital Sensors
Analog Sensors
Consolidated Non-GAAP Segment Gross Profit (Loss)(1)

	Six Months Ended June 30,
	2025	2026
	(Actual)	(Preliminary Estimated Financial Results)
		Low	High
	(in thousands)
AI Segment Gross Profit
Add:
Amortization of acquired intangible assets
AI Non-GAAP Segment Gross Profit(1)

	Six Months Ended June 30,
	2025	2026
	(Actual)	(Preliminary Estimated Financial Results)
		Low	High
	(in thousands)
Digital Sensors Segment Gross Profit
Add:
Amortization of acquired intangible assets
Inventory fair value adjustment
CMM factory transition costs
Digital Sensors Non-GAAP Segment Gross Profit(1)

	Six Months Ended June 30,
	2025	2026
	(Actual)	(Preliminary Estimated Financial Results)
		Low	High
	(in thousands)
Analog Sensors Segment Gross Profit (Loss)
Add:
Amortization of acquired intangible assets
Inventory fair value adjustment
CMM factory transition costs
Analog Sensors Non-GAAP Segment Gross Profit (Loss)(1)

(1) Non-GAAP Gross Profit and Non-GAAP Segment Gross Profit (Loss) are non-GAAP financial measures. For definitions of these non-GAAP financial measures and further information about the limitations of the use of non-GAAP financial measures, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Risk Factors Summary

Our business is subject to a number of risks and uncertainties of which you should be aware before making a decision to invest in our Class A common stock. These risks are more fully described in the section titled “Risk Factors” and elsewhere in this prospectus. These risks include, among others, the following:

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•

We have a history of net losses, and we may not achieve or maintain profitability in the future.

•

We depend on a limited number of customers for most of our revenue.

•

We have a limited operating history at our current scale, and our historical financial results are not directly comparable to our current operations as a result of our completed acquisition of our sensors business from Knowles Corporation.

•

Our international operations subject us to risks, including risks from changes in trade regulations, currency fluctuations, political instability, and conflicts.

•

We do not have long-term commitments from our customers.

•

Our platform strategy of combining sensors, processors, and AI models may not achieve market acceptance.

•

Our success depends on our customers’ ability to develop products that achieve market acceptance.

•

Failure to adjust our inventory and production or predict demand could adversely impact our revenue.

•

Our gross margins may fluctuate due to a variety of factors.

•

Some of our customers may require our products and our third-party manufacturers to undergo a qualification process that does not assure product sales.

•

The nature of the design win process requires us to incur expenses without any guarantee that we will generate revenue.

•

Acquisitions, divestitures, strategic investments, and strategic partnerships could adversely affect our business, financial condition, and results of operations.

•

Failure to commercialize our investment in research and development efforts or to respond to rapid technological change could negatively affect our business, financial condition, and results of operations.

•

We compete against companies that have significantly greater resources, broader product lines, and alternative technological approaches to low power neural processing.

•

We are subject to the cyclical nature of our industry.

•

We depend on agreements with third-party developers and licensors.

•

Our estimate of our total addressable market may be inaccurate, and we may not capture a significant portion of the market.

•

The market for Physical AI is new, and may decline or experience limited growth.

•

Our debt obligations and financial covenants may limit our operational flexibility.

•

We maintain internal manufacturing operations for our MEMS sensor products, which require significant capital expenditures and ongoing investments.

•

We depend on a limited number of third-party suppliers for our sensors and semiconductors.

•

Delays at our third-party wafer fabrication facilities, ineffective use of our manufacturing capacity, or failure to maintain manufacturing yields may result in loss of revenue and damage to our customer relationships.

•

Material availability and price fluctuations may raise costs and impact our ability to meet customer commitments.

•

Our revenue could be materially impacted by the failure of other component suppliers to deliver required parts needed in the final assembly of our customers’ end products.

•

We are subject to export control, economic sanctions, anti-corruption, and anti-bribery regimes, which could restrict international activities and expose us to liability.

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•

Our quarterly revenue and operating results are difficult to predict and may fluctuate.

•

If we fail to adequately protect our intellectual property, our ability to compete could be harmed.

•

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

•

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

•

The AI industry is subject to complex, evolving regulatory, statutory, and other requirements that may be difficult and expensive to comply with, which could negatively impact broad-based adoption of AI.

•

The dual-class structure of our common stock has the effect of concentrating voting control with certain stockholders, including certain of our directors, executive officers, and their respective affiliates.

•

We and our third-party providers are exposed to cybersecurity risks and incidents.

•

There has been no prior public market for our Class A common stock and an active trading market may never develop or be sustained.

•

You may not be able to sell the shares you purchase in this offering at or above the offering price.

•

If you purchase shares of our Class A common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.

•

We will have broad discretion in the use of proceeds of this offering.

•

We expect to incur significant additional costs as a result of being a public company.

•

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

•

Provisions in our corporate charter documents and under Delaware law could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management.

•

Because we may not pay any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, may be your sole source of gain.

Corporate Information

We were incorporated in April 2017 as a Delaware corporation. Our principal executive offices are located at 7555 Irvine Center Drive, Suite 200, Irvine, California 92618, and our telephone number is (949) 774-4887. Our website address is www.syntiant.com. Information contained on, or that can be accessed through, our website does not constitute part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.

Implications of Being an Emerging Growth Company

We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year following the fifth anniversary of the completion of this offering; (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion; (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b‑2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock held by non‑affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year; or (iv) the date on which we have issued more than $1.0 billion in non‑convertible debt securities during the prior three‑year period. An emerging growth

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company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company:

•

we will present in this prospectus only two years of audited annual financial statements, plus any required unaudited condensed consolidated financial statements, and related management’s discussion and analysis of financial condition and results of operations;

•

we will avail ourselves of the exemption from the requirement to obtain an attestation and report from our independent registered public accounting firm on the assessment of our internal control over financial reporting pursuant to the Sarbanes‑Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

•

we will provide less extensive disclosure about our executive compensation arrangements; and

•

we will not require stockholder non‑binding advisory votes on executive compensation or golden parachute arrangements.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for any other new or revised accounting standards until the date that we are no longer an emerging growth company or affirmatively and irrevocably opt out of the extended transition period. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

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THE OFFERING


Class A common stock offered by us		shares.

Option to purchase additional shares of Class A common stock from us		shares.

Class A common stock to be outstanding immediately after this offering		shares (or shares if the underwriters exercise their option to purchase additional shares of Class A common stock from us in full).

Class B common stock to be outstanding immediately after this offering		shares.

Total common stock to be outstanding immediately after this offering		shares (or shares if the underwriters exercise their option to purchase additional shares of Class A common stock from us in full).

Voting rights		Following completion of this offering, we will have two classes of common stock, Class A common stock and Class B common stock. The rights of holders of Class A and Class B common stock are identical, except voting and conversion rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to ten votes and is convertible at any time into one share of Class A common stock. Outstanding shares of Class B common stock, all of which will be held by our Founders and certain trusts for the benefit of our Founders and their family members, will represent approximately % of the voting power of our outstanding capital stock immediately following this offering, and we refer to each of Mr. Busch, Dr. Holleman, Dr. Bailey, and Mr. Vorenkamp as the “Founders.” These holders will have the ability to significantly influence the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change of control transaction. See the section titled “Description of Capital Stock” for additional information.

Use of proceeds		We estimate that we will receive net proceeds from this offering of approximately $ million (or $ million if the underwriters exercise their option to purchase additional shares of Class A common stock in full), based on an assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The principal purposes of this offering are to obtain additional capital to fund our operations, create a public market for our Class A common stock, facilitate our future access to the public equity markets, and increase awareness of our company among potential partners. We currently intend to use the net proceeds from this offering for general corporate purposes, including working capital, research and development activities, general and administrative matters, and capital expenditures. We also may use a portion of the net proceeds to repay indebtedness, including amounts outstanding under our 2024 Term Loan and/or 2024 Seller Note, or acquire complementary businesses, products, services, or technologies. However, we do not have agreements or commitments for any specific acquisitions at this time. We will have broad discretion in the way that we use the net proceeds of this offering. See the section titled “Use of Proceeds” for additional information.

Reserved share program		At our request, the underwriters have reserved up to % of the shares of Class A common stock offered by this prospectus for sale, at the initial public offering price, to our directors, officers, certain employees and other individuals associated with

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		them, to the extent permitted by local securities laws and regulations. The sales will be made at our direction by Merrill Lynch, Pierce, Fenner & Smith Incorporated, an affiliate of BofA Securities, Inc., an underwriter of this offering, through a reserved share program. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of Class A common stock offered by this prospectus. Any shares sold in the reserved share program to our directors, executive officers or stockholders who have entered into lock-up agreements described in “Underwriting” shall be subject to the provisions of such lock-up agreements.

Risk factors		See the section titled “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding whether to invest in our Class A common stock.

Proposed trading symbol		“SYTN”

In this prospectus, the number of shares of our common stock to be outstanding after this offering is based on shares of our Class A common stock and shares of our Class B common stock outstanding as of March 31, 2026, after giving effect to the Preferred Stock Conversion, the Common Stock Reclassification, and the Class B Stock Exchange (each as defined below), and excludes:

•

shares of our Class A common stock issuable upon the exercise of outstanding stock options as of March 31, 2026, with a weighted‑average exercise price of $ per share;

•

shares of our Class B common stock issuable upon the exercise of outstanding stock options as of March 31, 2026, with a weighted‑average exercise price of $ per share;

•

shares of our Class A common stock issuable upon the vesting and settlement of restricted stock units (“RSUs”) subject to service-based and liquidity‑based vesting conditions outstanding as of March 31, 2026, for which the service‑based vesting condition was not yet satisfied as of March 31, 2026 and for which the liquidity‑based vesting condition will be satisfied within six months of this offering;

•

shares of our Class B common stock issuable upon the vesting and settlement of RSUs subject to service- or market-based and liquidity‑based vesting conditions outstanding as of March 31, 2026, for which the service‑ or market-based vesting condition was not yet satisfied as of March 31, 2026 and for which the liquidity‑based vesting condition will be satisfied within six months of this offering;

•

shares of our Class A common stock issuable upon the conversion of shares of our Junior Preferred Stock, par value $0.0001 per share (the “Junior Preferred Stock”) issued on April 10, 2026 as consideration for the acquisition of Orosound SAS (“Orosound”);

•

shares of our Class A common stock issuable upon the vesting and settlement of RSUs subject to performance-based vesting conditions issued in connection with our acquisition of Orosound on April 10, 2026;

•

shares of our Class A common stock issued on April 22, 2026 as consideration for the acquisition of AudioSourceRE DAC (“AudioSourceRE”);

•

shares of our Class A common stock issuable upon the vesting and settlement of outstanding RSUs and stock options granted after March 31, 2026;

•

shares of our Class B common stock issuable upon the vesting and settlement of outstanding RSUs and stock options granted after March 31, 2026;

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•

shares of Class A common stock issuable pursuant to our warrants to purchase shares of common stock outstanding as of March 31, 2026, including shares of Class A common stock issuable upon the exercise of outstanding warrants to purchase shares of preferred stock, with a weighted-average exercise price of $ per share;

•

shares of Class A common stock reserved for future issuance under the Syntiant Corp. 2026 Equity Incentive Plan (the “2026 Plan”), which will become effective on the date immediately prior to the date our registration statement of which this prospectus forms a part becomes effective (and which excludes any potential annual evergreen increases pursuant to the 2026 Plan), and from which we will grant RSUs covering approximately shares of Class A common stock concurrently with this offering (based on an assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover of this prospectus) to certain of our directors, officers and employees in connection with the completion of this offering; and

•

shares of Class A common stock reserved for future issuance under our Employee Stock Purchase Plan (the “ESPP”), which will become effective on the date immediately prior to the date our registration statement of which this prospectus forms a part becomes effective (and which excludes any potential annual evergreen increases pursuant to the ESPP).

Except as otherwise indicated, all information in this prospectus assumes or gives effect to the following as of March 31, 2026:

•

a -for- reverse stock split of our common stock, which will become effective prior to the effectiveness of the registration statement of which this prospectus forms a part (the “reverse stock split”);

•

the adoption, filing, and effectiveness of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, each of which will occur immediately prior to the completion of this offering;

•

the conversion of all outstanding shares of our Series A-1 Preferred Stock, par value $0.0001 per share (the “Series A-1 Preferred Stock”), into an aggregate of shares of Class A common stock, which will occur immediately prior to the completion of this offering (the “Series A-1 Preferred Stock Conversion”);

•

the conversion of all outstanding shares of our Series A-2 Preferred Stock, par value $0.0001 per share (the “Series A-2 Preferred Stock”), into an aggregate of shares of Class A common stock and shares of Class B common stock, which will occur immediately prior to the completion of this offering (the “Series A-2 Preferred Stock Conversion”);

•

the conversion of all outstanding shares of our Series B Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), into an aggregate of shares of Class A common stock, which will occur immediately prior to the completion of this offering (the “Series B Preferred Stock Conversion”);

•

the conversion of all outstanding shares of our Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), into an aggregate of shares of Class A common stock, which will occur immediately prior to the completion of this offering (the “Series C Preferred Stock Conversion”);

•

the conversion of all outstanding shares of our Series C-1 Preferred Stock, par value $0.0001 per share (the “Series C-1 Preferred Stock”), into an aggregate of shares of Class A common stock, which will occur immediately prior to the completion of this offering (the “Series C-1 Preferred Stock Conversion”);

•

the conversion of all outstanding shares of our Series D-1 Preferred Stock, par value $0.0001 per share (the “Series D-1 Preferred Stock”), into an aggregate of shares of Class A common stock and shares of Class B common stock, which will occur immediately prior to the completion of this offering (the “Series D-1 Preferred Stock Conversion”);

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•

the conversion of all outstanding shares of our Series D-2 Preferred Stock, par value $0.0001 per share (the “Series D-2 Preferred Stock” and, together with the Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, and Series D-1 Preferred Stock, the “Preferred Stock”), into an aggregate of shares of Class A common stock, which will occur immediately prior to the completion of this offering (the “Series D-2 Preferred Stock Conversion” and, together with the Series A-1 Preferred Stock Conversion, Series A-2 Preferred Stock Conversion, Series B Preferred Stock Conversion, Series C Preferred Stock Conversion, Series C-1 Preferred Stock Conversion, and Series D-1 Preferred Stock Conversion, the “Preferred Stock Conversion”);

•

the authorization of a new Class B common stock and the reclassification of our outstanding common stock into shares of a newly created Class A common stock, which will occur prior to the completion of this offering (the “Common Stock Reclassification”);

•

the exchange of an aggregate of shares of Class A common stock held by our Founders and certain trusts for the benefit of our Founders and their family members following the Common Stock Reclassification, for an equivalent number of shares of our Class B common stock upon the completion of this offering pursuant to the terms of an exchange agreement entered into with us (the “Class B Stock Exchange”);

•

the issuance of shares of our Class A common stock issuable upon the vesting and settlement of RSUs subject to service-based and liquidity‑based vesting conditions outstanding as of March 31, 2026, for which the service‑based vesting condition was satisfied as of March 31, 2026 and for which the liquidity‑based vesting condition will be satisfied within six months of with this offering;

•

the issuance of shares of our Class B common stock issuable upon the vesting and settlement of RSUs subject to service- or market-based and liquidity‑based vesting conditions outstanding as of March 31, 2026, for which the service‑ or market-based vesting condition was satisfied as of March 31, 2026 and for which the liquidity‑based vesting condition will be satisfied within six months of with this offering;

•

no exercise of outstanding stock options or warrants or settlement of outstanding RSUs except as described above after March 31, 2026;

•

the issuance of shares of Class A common stock issuable upon the automatic exercise of a warrant to purchase shares of Series D-1 Preferred Stock held by a customer in connection with this offering; and

•

no exercise by the underwriters of their option to purchase additional shares of our Class A common stock from us in this offering.

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following tables set forth our summary consolidated financial data. The summary consolidated statements of operations data for the years ended December 31, 2025 and 2024 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated statements of operations data for the three months ended March 31, 2026 and 2025 and the summary consolidated balance sheet data as of March 31, 2026 have been derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. In our opinion, the unaudited interim consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial statements and, in our opinion, contain all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of such interim financial statements. Our historical results are not necessarily indicative of our future results, and our results for the three months ended March 31, 2026 are not necessarily indicative of results that may be expected for the year ending December 31, 2026 or any future period.

You should read the following summary consolidated financial data in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. The summary consolidated financial data in this section are not intended to replace, and are qualified in their entirety by, the consolidated financial statements and related notes.


	Three Months Ended March 31,						Year Ended December 31,
	2026			2025			2025			2024
	(in thousands, except share and per share amounts)
Consolidated Statement of Operations:
Revenue:
Products(1)	$	63,739		$	64,564		$	267,982		$	6,552
Software and services		756			2,057			3,812			7,095
Total revenue		64,495			66,621			271,794			13,647
Cost of revenue:
Cost of products sold(1)		53,231			54,929			214,888			5,092
Cost of software and services		15			306			804			757
Amortization of developed technology		651			651			2,605			1,435
Total cost of revenue		53,897			55,886			218,297			7,284
Gross profit		10,598			10,735			53,497			6,363
Operating expenses:
Research and development(1)		12,709			13,288			52,495			18,518
Selling, general and administrative(1)		9,637			9,256			39,428			14,063
Impairment of property and equipment		—			—			5,855			—
Total operating expenses		22,346			22,544			97,778			32,581
Loss from operations		(11,748	)		(11,809	)		(44,281	)		(26,218	)
Interest expense(1)		(2,605	)		(2,171	)		(9,133	)		(497	)
Interest income		169			201			1,041			566
Remeasurement of warrant liabilities(2)		(4,955	)		(130	)		(548	)		—
Other income (expense), net(2)		(553	)		1,062			(2,200	)		51
Loss before income taxes		(19,692	)		(12,847	)		(55,121	)		(26,098	)
Provision for (benefit from) income taxes		1,187			1,301			5,764			(397	)
Net loss	$	(20,879	)	$	(14,148	)	$	(60,885	)	$	(25,701	)
Cumulative undeclared dividends		(5,327	)		(2,637	)		(11,170	)		(321	)
Net loss attributable to common stockholders	$	(26,206	)	$	(16,785	)	$	(72,055	)	$	(26,022	)
Net loss per share attributable to common stockholders – basic and diluted(3)	$	(1.90	)	$	(1.27	)	$	(5.42	)	$	(1.98	)
Pro forma net earnings (loss) per share attributable to common stockholders, basic and diluted(4)	$						$
Pro forma weighted-average shares used in calculating pro forma net earnings (loss) per share attributable to common stockholders, basic and diluted(4)
Weighted-average shares used to compute net loss per share attributable to common stockholders – basic and diluted		13,757,474			13,267,718			13,292,805			13,173,019
Non-GAAP Financial Measures(5):
Non-GAAP Gross Profit	$	12,572		$	18,346		$	63,228		$	8,575
Adjusted EBITDA	$	(7,285	)	$	(1,759	)	$	(14,890	)	$	(16,469	)

(1)

Includes related party transactions as follows:

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	Three Months Ended March 31,				Year Ended December 31,
	2026		2025		2025		2024
	(in thousands)
Product revenue	$	239	$	141	$	558	$	—
Cost of products sold		2,892		2,324		10,662		100
Research and development		—		117		117		—
Selling, general and administrative		760		2,339		6,921		77
Interest expense		194		114		626		5

(2)

Certain reclassifications of prior period amounts have been made to conform to current period presentation.

(3)

See Note 14 to our audited consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to calculate our basic and diluted net loss per share and the weighted-average number of shares used in the computation of per share amounts.

(4)

The pro forma weighted-average shares used in computing pro forma net earnings (loss) per share assumes, as though each conversion, reclassification, or exchange had occurred as of January 1, 2025, (i) the Preferred Stock Conversion, (ii) the Common Stock Reclassification, (iii) the Class B Stock Exchange, (iv) the issuance of shares of our Class A common stock upon the vesting and settlement of RSUs for which the service-based vesting condition was satisfied as of March 31, 2026 and the liquidity-based vesting condition will be satisfied within six months of this offering, (v) the issuance of shares of our Class B common stock upon the vesting and settlement of RSUs for which the service-based vesting condition was satisfied as of March 31, 2026 and the liquidity-based vesting condition will be satisfied within six months of this offering, and (vi) an adjustment to reflect the automatic net exercise of preferred stock warrants issued to customers. For the purposes of the pro forma calculation, we assumed the liquidity event vesting condition occurred as of January 1, 2025. The pro forma net earnings (loss) used to calculate pro forma net earnings (loss) per share reflects (i) stock-based compensation expense of approximately $ that we will recognize within six months of this offering related to RSUs for which the liquidity-based vesting condition will be satisfied within six months of this offering and the service condition has been satisfied as of March 31, 2026, (ii) a $ adjustment to eliminate cumulative undeclared dividends on outstanding shares of preferred stock as if such conversion had occurred as of January 1, 2025, and (iii) an adjustment to eliminate changes in fair value of preferred stock liability-classified warrants reclassified to equity in connection with this offering as if such reclassification had occurred as of January 1, 2025, other than with respect to warrants issued to customers.

(5)

We use non-GAAP Gross Profit, non-GAAP Segment Gross Profit, and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) as supplemental measures to monitor and evaluate our financial results and operational performance.

We define non-GAAP Gross Profit and non-GAAP Segment Gross Profit as our gross profit adjusted to exclude expenses not directly attributable to gross profit, such as amortization of acquired intangible assets, inventory fair value adjustments, and CMM factory transition costs. Inventory fair value adjustments reflect the elimination of the excess of fair value of acquired inventory over its cost basis. CMM factory transition costs consist of incremental facilities and moving expenses specific to the transition of our sensors manufacturing facility in Malaysia from a shared facility with Knowles Corporation to a new location, as required under the terms of the acquisition of the Consumer MEMS Microphone business acquired from Knowles Corporation. CMM factory transition costs ceased during the quarter ended June 30, 2026 and are not expected to recur. We define Adjusted EBITDA as our net loss adjusted to exclude expenses not directly attributable to the performance of our operations, such as income taxes, interest income and expense, depreciation and amortization, inventory fair value adjustments, stock-based compensation, severance costs, impairment of property and equipment, CMM factory transition costs, and transaction costs.

We believe that these non-GAAP financial measures provide useful information to users of our financial statements in understanding and evaluating our results of operations in the same manner as our management team. In particular, we believe that these metrics offer users additional tools to analyze various elements of our operational performance through time by excluding items that vary for reasons unrelated to operating performance. We believe the presentation of non-GAAP Gross Profit, non-GAAP Segment Gross Profit, and Adjusted EBITDA in this prospectus provides investors with additional tools to use in comparing our core business and results of operations over multiple periods with other companies in our industry, many of which present similar non-GAAP financial measures to investors. However, our calculation of these non-GAAP measures may not align with similarly titled measures presented by other companies due to differences in the way that these measures are calculated, limiting comparability across companies.

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Non-GAAP Gross Profit, non-GAAP Segment Gross Profit, and Adjusted EBITDA have limitations and should not be considered as the sole measures of our performance and should not be considered in isolation from, or as a substitute for, gross profit and net loss calculated in accordance with GAAP.

The following tables reconcile the most directly comparable GAAP financial measures to each of these non-GAAP financial measures.

Non-GAAP Gross Profit

For the three months ended March 31, 2026 (in thousands):


		AI			Digital Sensors			Analog Sensors				Consolidated
Segment gross profit (loss)	$		1,978	$		11,048	$		(2,428	)	$		10,598
Add:
Amortization of acquired intangible assets			359			165			127				651
Inventory fair value adjustment		—			—			—				—
CMM factory transition costs		—				827			496				1,323
Non-GAAP Segment Gross Profit (Loss)	$		2,337	$		12,040	$		(1,805	)	$		12,572

For the three months ended March 31, 2025 (in thousands):


		AI			Digital Sensors			Analog Sensors				Consolidated
Segment gross profit (loss)	$		2,578	$		10,111	$		(1,954	)	$		10,735
Add:
Amortization of acquired intangible assets			359			165			127				651
Inventory fair value adjustment		—				4,054			2,906				6,960
Non-GAAP Segment Gross Profit (Loss)	$		2,937	$		14,330	$		1,079		$		18,346

For the year ended December 31, 2025 (in thousands):


	AI		Digital Sensors		Analog Sensors			Consolidated
Segment gross profit (loss)	$	6,524	$	51,792	$	(4,819	)	$	53,497
Add:
Amortization of acquired intangible assets		1,435		660		510			2,605
Inventory fair value adjustment		—		4,054		2,906			6,960
CMM factory transition costs		—		95		71			166
Non-GAAP Segment Gross Profit (Loss)	$	7,959	$	56,601	$	(1,332	)	$	63,228

For the year ended December 31, 2024 (in thousands):


	AI		Digital Sensors		Analog Sensors		Consolidated
Segment gross profit (loss)	$	5,653	$	658	$	52	$	6,363
Add:
Amortization of acquired intangible assets		1,435		—		—		1,435
Inventory fair value adjustment		—		743		34		777
Non-GAAP Segment Gross Profit (Loss)	$	7,088	$	1,401	$	86	$	8,575

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Adjusted EBITDA

For the years ended December 31, 2025 and 2024 and three months ended March 31, 2026 and 2025 (in thousands):


	Three Months Ended March 31,						Year Ended December 31,
	2026			2025			2025			2024
Net loss	$	(20,879	)	$	(14,148	)	$	(60,885	)	$	(25,701	)
Add:
Provision for (benefit from) income taxes		1,187			1,301			5,764			(397	)
Interest and other expense (income), net		7,944			1,038			10,840			(120	)
Depreciation of property and equipment		1,743			2,267			9,058			343
Amortization of intangible assets		677			684			2,727			1,565
Inventory fair value adjustment	—				6,960			6,960			777
Stock-based compensation expense		67			139			472			890
Equity-based payment to customer		177		—				1,786			—
Severance costs	—			—				1,339			—
Impairment of property and equipment	—			—				5,855			—
CMM factory transition costs		1,323		—				913			—
Transaction costs		476		—				281			6,174
Adjusted EBITDA	$	(7,285	)	$	(1,759	)	$	(14,890	)	$	(16,469	)


	As of March 31, 2026
	Actual			Pro forma(1)		Pro forma as adjusted(2)
(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	42,728
Total assets		195,510
Total liabilities		118,285
Preferred stock and preferred stock warrants		270,251			—		—
Stockholders’ equity (deficit)		(193,026	)

(1)

The pro forma column above gives effect to (i) the filing and effectiveness of our amended and restated certificate of incorporation, which will occur immediately prior to the completion of this offering; (ii) the Preferred Stock Conversion; (iii) the Common Stock Reclassification; (iv) the Class B Stock Exchange; (v) the issuance of shares of our Class A common stock upon the vesting and settlement of RSUs for which the service-based vesting condition was satisfied as of March 31, 2026 and the liquidity-based vesting condition will be satisfied within six months of this offering; (vi) the issuance of shares of our Class B common stock upon the vesting and settlement of RSUs for which the service-based vesting condition was satisfied as of March 31, 2026 and the liquidity-based vesting condition will be satisfied within six months of this offering; (vii) stock-based compensation expense of approximately $ that we will recognize within six months of this offering related to RSUs subject to service-based and liquidity-based vesting conditions for which the service-based vesting condition was satisfied as of March 31, 2026 and for which the liquidity-based vesting condition will be satisfied within six months of this offering; (viii) an adjustment to reclassify liability-classified preferred stock warrants to equity-classified; and (ix) an adjustment to reflect the automatic net exercise of preferred stock warrants issued to a customer.

(2)

The pro forma as adjusted column above gives further effect to (i) the pro forma adjustments set forth above and (ii) the issuance and sale of shares of Class A common stock by us in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(3)

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share of our Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) each of our pro forma as adjusted cash, cash equivalents, and marketable securities by approximately $ , and each of our pro forma as adjusted total stockholders’ equity and total capitalization by approximately $ , assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares of Class A common stock offered by us would increase (decrease) each of our pro forma as adjusted cash, cash equivalents, and marketable securities, total stockholders’ equity, and total capitalization by approximately $ , assuming the assumed initial public offering price of $ per share of our Class A common stock, which is the midpoint of

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the estimated price range set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks described below as well as the other information in this prospectus, including our consolidated financial statements and the notes thereto, and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our Class A common stock. The occurrence of any of the events or developments described below may harm our business, financial condition, and results of operations. In such an event, the price of our Class A common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently believe are not material may also harm our business, financial condition, and results of operations.

Risks Related to Our Business

We have a history of net losses, and we may not achieve or maintain profitability in the future.

We have incurred net losses and negative cash flows from operations since inception and we expect to continue to incur net losses and negative cash flows from operations for the foreseeable future, due in part to our continued investment in our business. As a result, we may require additional financing to fund our operations. We incurred a net loss of $60.9 million and $25.7 million for the years ended December 31, 2025 and 2024, respectively, and $20.9 million and $14.1 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025 and 2024 we had an accumulated deficit of $215.5 million, $194.6 million and $133.7 million, respectively. We expect our costs to increase in future periods as we continue to expend substantial resources on research and development, further expansion in our existing markets and into new Physical AI endpoints, and marketing and general administration (including expenses related to being a public company). The net losses we incur may fluctuate significantly from quarter to quarter.

Our long-term success is dependent upon our ability to generate increased revenue, obtain additional capital when needed and, ultimately, to achieve and maintain profitable operations. We will need to generate significant additional revenue and successfully manage our research and development and other expenses to achieve and maintain profitability. It is possible that we will not achieve profitability or that, even if we do achieve profitability, we may not maintain or increase profitability in the future. Our failure to achieve or maintain profitability could negatively impact our stock price.

We depend on a limited number of customers for most of our revenue. The loss of, or a significant reduction in, orders from our key customers that are not replaced by other orders from new or existing customers would significantly reduce our revenue and materially and adversely impact our business, financial condition, and results of operations.

For the three months ended March 31, 2026 and the year ended December 31, 2025, our largest customer accounted for approximately 30% and 38% of our revenue, respectively, and our second largest customer accounted for approximately 13% and 15% of our revenue, respectively. No other single customers directly or indirectly accounted for more than 10% of our total revenue in the three months ended March 31, 2026 and the year ended December 31, 2025. In addition, our top ten customers accounted for approximately 74%, 71%, 74%, and 74% of our revenue for the three months ended March 31, 2026 and 2025 and the years ended December 31, 2025 and 2024, respectively. We believe that our operating results for the foreseeable future will continue to depend to a significant extent on sales attributable to these customers.

While we anticipate revenue attributable to our top customers will fluctuate over time, we expect to remain dependent on a small number of customers for a meaningful portion of our revenue for the foreseeable future. If our customers were to choose to reduce their orders or cease to order products from us or if our relationships with our customers or our distributors are disrupted for any reason and we are unable to replace those orders with orders from new or existing customers or manufacturers’ representatives, there could be a significant negative impact on our business, particularly given our purchase commitments under certain of our supply agreements. Any reduction in sales attributable to our largest customers, particularly customers purchasing higher margin products, would have a material and adverse impact on our business, financial condition, and results of operations.

Our largest customer is a technology and commercial partner, serving mobile, ear, wear, computing, and IoT applications. This customer has received price concessions on MEMS microphones that have resulted in reduced margins and, in some cases, negative gross margins. If we are unable to achieve and maintain competitive pricing with respect to this customer, or if the relationship is terminated, our business, financial condition, and results of operations could be materially and adversely affected.

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In December 2024, we completed the acquisition of the CMM business from Knowles Corporation for a purchase price of $114.4 million. The acquisition of our sensors business from Knowles Corporation resulted in the significant expansion of our operations, including the addition of our manufacturing facilities in China and Malaysia and approximately 1,200 additional employees. Such rapid and significant growth may strain our operational and administrative infrastructure in addition to exposing us to new and unanticipated risks. Our ability to manage our business and growth following the acquisition requires us to continue improving our operational, financial, and management controls, reporting systems, and procedures. For the year ended December 31, 2025, our revenues attributable to the acquired sensors business, which comprises our Digital Sensors and Analog Sensors reporting segments and added to our AI product line with AISonic audio DSPs, were $263.9 million, or 97% of our total revenues. For the three months ended March 31, 2026, our revenues attributable to the acquired sensors business were $62.0 million, or 96% of our total revenues. Because substantially all of our revenue is derived from the recently acquired sensors business, which we have operated for a limited period, our historical financial results are not directly comparable to our current operations, and our future performance is difficult to predict. We expect that our sensors business will continue to represent the substantial majority of our revenues in the near term. As a result, if we are unable to successfully integrate this acquisition or realize its expected benefits, our business, financial condition, and results of operations could be materially adversely affected.

We continue to face risks related to this acquisition, including challenges integrating the acquired business and operations, maintaining relationships with key employees or customers, difficulties achieving anticipated synergies, and managing transition services arrangements with the seller. We expect our growth will depend in large part on our ability to provide customers with a full-stack Physical AI platform that combines our NDPs, sensors (including from the acquired business), and AI software models. If we are unable to realize anticipated synergies, we may be unable to execute on such growth strategy, which could have a material and adverse effect on our business, financial condition, and results of operations.

A material portion of our manufacturing operations, distribution channels, and customers are located outside of the United States, which subjects us to risks, including risks from changes in trade regulations, currency fluctuations, political instability, and conflicts.

We rely on non-U.S. suppliers for materials and components used in our products, and substantially all of our manufacturing operations are located in countries other than the United States. For our AI processor products, we source semiconductor wafers from foundries in Taiwan and Singapore, and for our MEMS sensor products, we rely on a wafer supplier in Japan for MEMS wafer fabrication. Our MEMS sensor products are assembled and tested at our internal manufacturing facilities in Suzhou, China and Penang, Malaysia. We also rely on independent foreign distribution channels for certain regions and product lines. As a result, a major portion of our business is subject to the risks associated with international, and particularly Asia/Pacific, commerce, including: stringent and frequently changing trade compliance regulations; less protective foreign intellectual property laws; longer payment cycles in foreign markets; foreign exchange restrictions and capital controls; restrictions or significant taxes on the repatriation of our assets, including cash; tariff and currency fluctuations; difficulties of staffing and managing dispersed international operations, including labor disruptions in our factories or those of our suppliers; changes in tax incentive arrangements; episodic events outside our control, such as outbreaks of disease; natural disasters, including as a result of climate change; risks of war and civil disturbances or other events that may limit or disrupt manufacturing, markets, and international trade; acts of terrorism that impact our operations, customers, or supply chain; seizure of our foreign assets; the imposition of sanctions on countries in which we do business; changing political conditions and rising geopolitical tensions; and legal systems that are less developed or predictable than those in the United States. In addition, a substantial portion of our revenue is derived from customers and end markets outside of the United States, primarily in the Asia/Pacific region. In the Asia/Pacific region, our customer base is more geographically concentrated in China and other markets in the region as a result of economic and industry conditions. Approximately 58%, 60%, 58%, and 49% of our revenue for the three months ended March 31, 2026 and 2025 and the years ended December 31, 2025 and 2024, respectively, was derived from customers located in China and other Asia/Pacific markets. We expect our future performance to depend on our ability to continue to compete in foreign markets, particularly in the Asia/Pacific region.

In addition, there is a potential risk of conflict and instability in the relationship between Taiwan and China, which could disrupt the operations of our customers and/or suppliers in both Taiwan and China, our manufacturing operations in China and our foundry relationships in Taiwan. Our international operations also depend on favorable trade relations between the United States and those foreign countries in which our customers, subcontractors and materials suppliers have operations. A protectionist trade environment in either the United States or those foreign countries in which we do business, such as a change in the current tariff structures, export compliance or other trade policies, may materially and adversely affect our ability to sell our products in foreign markets, source components from our overseas suppliers or operate our manufacturing facilities in China and Malaysia.

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We do not have long-term commitments from our customers, and our customers may cease purchasing our products at any time.

We sell our products to our customers directly or through distributors and manufacturers’ representatives primarily on a purchase order basis. While we have developed longstanding relationships with some key customers, these relationships are generally not secured by long-term supply agreements. Most customers do not have any minimum or binding purchase obligations to us under existing contracts, and orders may be cancelled, reduced, or rescheduled with little or no notice and without penalty. Cancellations of orders could result in the loss of anticipated sales without allowing us sufficient time to reduce our inventory and operating expenses. In addition, changes in forecasts or the timing of orders from our customers expose us to the risks of inventory shortages or excess inventory. This in turn could cause our results of operations to fluctuate. Further, certain distributor contracts include variable consideration, limited price protection, and return and stock rotation provisions, while direct customer contracts generally include right of return provisions. These provisions require us to make judgments based on past experience and other factors. Our judgments may not be correct and our reserves in respect of these provisions may be inadequate, resulting in our having to record unanticipated charges in a particular period. See “—Failure to adjust our inventory, production capacity, or supply commitments due to changing market conditions or failure to accurately estimate our customers’ demands could adversely affect our revenue and could result in charges for obsolete or excess inventories.”

Our customers, or the distributors or manufacturers’ representatives through which we sell to these customers, may choose to use solutions in addition to ours, use different solutions altogether, or develop in-house solutions that compete directly with our solutions, which could affect our customers’ future purchasing decisions. In addition, the inability of our customers or their contract manufacturers to obtain sufficient supplies of third-party components used with our products could result in a decline in the demand for our products and a loss of sales. Any of these events could materially and adversely affect our business, financial condition, and results of operations. In addition, if our distributors’ relationships with our customers, including our larger customers, are disrupted due to our inability to deliver products and solutions in sufficient quantities or in a timely manner, or for any other reason, our customers may cancel their purchase orders at any time, and there could be a significant negative impact on our business, financial condition, and results of operations.

Our customers regularly evaluate alternative suppliers in order to diversify their supplier bases, which increases their negotiating leverage with us and protects their ability to secure similar solutions. Any expansion of our customers’ supplier bases could have an adverse effect on the prices we are able to charge and volume of product that we are able to sell to our customers, which would negatively affect our business, financial condition, and results of operations.

Downturns or volatility in general economic conditions, including as a result of international hostilities, could have a material adverse effect on our business, financial condition, and results of operations.

Our revenue and gross margin depend significantly on general economic conditions and the demand for our solutions in the markets in which our customers compete. Weaknesses in the global economy and financial markets, including the impact from new and ongoing global conflicts, may lead to lower demand for customers’ products that incorporate our solutions, particularly in the semiconductor and battery-powered physical devices markets. A decline in end-user demand will adversely impact our customers’ demand for our solutions and can impact the ability of our customers to obtain credit and otherwise meet their payment obligations and increase the likelihood of our customers canceling or deferring existing orders. Our business, financial condition, and results of operations could be negatively affected by a decline in end-user demand caused by weaknesses in the global economy and financial markets. Volatile and/or uncertain economic conditions, including increased inflation rates and changes in tariff or trade policies, can adversely impact revenue and gross margin and make it difficult for us to accurately forecast and plan our future business activities. To the extent any expected favorable economic conditions do not materialize or take longer to materialize than expected, we may face an oversupply of our products and have excess inventory, which could result in lower demand, lower ASPs, lower gross margin, and charges for excess and obsolete inventory. Conversely, if we underestimate customer demand, we may fail to meet customer needs, which could impair our customer relationships and future sales orders. In addition, any disruption in the credit markets could impede our access to capital. If we are unable to obtain additional capital when needed, we may be required to defer capital expenditures or seek other sources of liquidity, which may not be available to us on acceptable terms or at all. Similarly, if our suppliers face challenges in obtaining credit or other financial difficulties, they may be unable to provide the materials we need to manufacture our products. Additionally, global macroeconomic conditions or geopolitical conflicts or pandemics, including the ongoing military conflicts in the Middle East, could make it difficult for our customers and suppliers to forecast and plan future business activities and could cause global businesses to defer or reduce spending on our products or increase the costs of manufacturing our products. All of these factors relate to global economic conditions, which are beyond our control, and could adversely impact our business, financial condition, and results of operations.

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Our strategy of combining sensors, processors, and AI models into a full-stack Physical AI platform may not succeed or achieve market acceptance.

Our business strategy is to provide a full-stack Physical AI platform that combines sensors, neural processors, and AI software. This represents a relatively new product and business model for us. Since the acquisition of our sensors business in December 2024, we have generated the vast majority of our revenue from our Digital Sensors and Analog Sensors segments, specifically our MEMS microphones. We intend to continue to introduce our sensor customers to our broader Physical AI platform, including microphones, NDPs, and AI models, with the goal of increasing the revenue opportunity on a per-customer basis. We believe this integrated approach provides significant advantages including optimized performance, lower power consumption, and faster time to market for our customers. However, this strategy requires us to excel across multiple technology domains and many end uses simultaneously and depends on customers valuing our integrated solution over assembling components from multiple specialized vendors. Failure to execute on this strategy could impact our ability to meet our revenue and margin goals.

Our future success is highly dependent upon our ability to develop complex new products across all layers of our full-stack platform, transfer those products to volume production, and introduce them into the marketplace in a timely fashion so that they are selected for design-in to our customers’ products at competitive prices. Our future success also depends on our ability to increase our content in customers’ products, including assisting customers with the integration of our solutions into their new products and providing support from the concept stage through design, launch, and production ramp. In order to meet the product development and launch schedules of our customers, we may invest capital and devote substantial resources—including design, engineering, sales, marketing, and programming efforts—based on non-binding forecasts or preliminary indications of customer interest, without any assurance that our integrated platform will be designed into or qualified by the customer. If our platform is not selected, we may not recover or realize any return on the capital we invested. Furthermore, product development in the markets we serve is increasingly focused on sophisticated, multi-component solutions, and the increasing complexity of our platform increases the risk that we or our customers could discover latent defects or unforeseen incompatibilities after significant development resources have been committed, which could result in additional costs, delays, loss of customers, or failure to achieve market acceptance. If we are unable to convince existing customers to expand the products they purchase from us, or if customers prefer to source sensors, processors, and AI software separately, or if competitors develop comparable integrated platforms, our business strategy may not succeed and our business, financial condition, and results of operations could be materially adversely affected.

The success of our products is dependent on our customers’ ability to develop products that achieve market acceptance, and our customers’ failure to do so could negatively affect our business.

The success of our solutions is heavily dependent on the timely introduction, quality, and market acceptance of our customers’ products incorporating our solutions, which are impacted by factors beyond our control. Our customers’ products are often very complex and subject to design complexities that may result in design flaws, as well as potential defects, errors, and bugs. From time to time we are subject to delays and project cancellations as a result of design flaws in the products developed by our customers, changing market requirements, such as the customer adding a new feature, or because a customer’s product fails their customer’s evaluation or field trial. In other cases, customer products are delayed due to incompatible deliverables from other vendors. We incur significant design and development costs in connection with designing our products for customers’ products that may not ultimately achieve market acceptance. If our customers discover design flaws, defects, errors, or bugs in their products, or if they experience changing market requirements, failed evaluations or field trials, or incompatible deliverables from other vendors, they may delay, change, or cancel a project, and we may have incurred significant additional development costs and may not be able to recoup our costs, which in turn would adversely affect our business, financial condition, and results of operations.

Failure to adjust our inventory, production capacity, or supply commitments due to changing market conditions or failure to accurately estimate or meet our customers’ demands could adversely affect our revenue and could result in charges for obsolete or excess inventories or supply agreement penalties.

We make significant decisions, including determining the levels of business that we will seek, and accept production schedules, levels of reliance on outsourced contract manufacturing, personnel needs, and other resource requirements, based on our estimates of customer requirements. The lack of long-term commitments by our customers and the possibility of rapid changes in demand for their products reduce our ability to accurately estimate future requirements of our customers. From time to time, including during a market upturn, our customers may require rapid increases in production and we may not be able to purchase sufficient supplies or components to meet the increasing demand or have or obtain sufficient capacity at any given time to meet our customers’ demands. In addition, from time to time, suppliers discontinue production of a component necessary for our products, extend lead times, limit supply, or increase prices due to capacity constraints or other factors. Our failure to adjust our supply chain volume, secure sufficient supply from our third-party vendors, including our semiconductor wafer suppliers, or estimate our customers’ demand could have a material adverse effect on our business, financial condition, and results of operations.

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In addition, certain of our customer agreements provide for penalties or other fees if we fail to fulfill our customers’ orders. For example, one such agreement with one of our significant customers provides that, if we are unable to supply our products due to failures within our reasonable control, we will be required to pay a substantial fee calculated as a multiple of the volume of products that we have failed (or anticipate failing) to supply on time, subject to reimbursement to the extent that the fee exceeds actual mitigating costs. Our failure to comply with such agreements could have a material adverse effect on our business, financial condition, and results of operations.

In addition, we base many of our operating decisions, and enter into purchase commitments, on the basis of anticipated revenue trends that are highly unpredictable. Certain of our design service agreements and supplier purchase commitments are non-cancelable, and in some cases we are required under GAAP to recognize charges representing minimum commitments that exceed our actual near-term requirements. These types of commitments and agreements reduce our ability to adjust our inventory to address declining market demands. If demand for our solutions is less than we expect, including during market downturns, we may experience additional excess and obsolete inventory and be forced to incur charges for write-offs. If revenues in future periods fall substantially below our expectations, or if we fail to accurately forecast changes in demand mix, we could again be required to record substantial charges for obsolete or excess inventory or non-cancelable purchase commitments.

Furthermore, the risks described above are further amplified by global supply chain constraints and other macroeconomic conditions, including elevated interest rates, tariff policy and rates of inflation, higher costs of fuel and transportation, potential resulting logistics delays, market volatility, and impacts of global conflicts on international trade and the economy generally, all of which could have a material adverse impact on our business, financial condition, and results of operations.

Decreases in ASP of our products and increases in manufacturing costs may reduce our gross margins.

The market for our sensor products is generally characterized by declining ASPs resulting from factors such as increased competition, the introduction of new products and increased unit volumes. We anticipate that ASPs for legacy products may continue to decrease in the future in response to the introduction of new products by us or our competitors, or due to other factors, including pricing pressures from our customers pursuing increased volumes or our competitors offering discounts.

We typically conduct pricing negotiations for our existing products with our largest customers. In order to achieve and sustain profitable operations, we must continually reduce costs for our existing products and develop new products with enhanced features on a timely basis that can be sold initially at higher ASPs. Failure to do so could cause our revenue and gross margins to decline, which would negatively affect our business, financial condition, and results of operations. In addition, in connection with the significant increase in semiconductor demand and supply shortages in recent years, the cost of certain materials used to manufacture our products, including semiconductor wafers, has increased as demand has outpaced supply. Changes in tariff policies or the imposition of new tariffs on imported components or materials could further increase our costs. We may be unable to reduce the cost of our products sufficiently to enable us to compete with others. Our cost reduction efforts may not allow us to keep pace with competitive pricing pressures and the increased cost of certain materials, such as semiconductor wafers and other raw materials, and could adversely affect our gross margins. In addition, we have limited ability to reduce our operating costs since we maintain our own manufacturing facilities and human capital in certain locations around the world with respect to our sensors business and we rely heavily on third-party manufacturing, assembly, and testing facilities used in connection with our other products. Accordingly, in order to remain competitive, we must continually reduce the cost of manufacturing and assembling our products through design and engineering changes. We may not be successful in redesigning our products and bringing redesigned products or solutions to the market in a timely manner, or in achieving cost reductions sufficient to allow us to reduce the price of our products to remain competitive or maintain or improve our gross margins. To the extent we are unable to reduce the prices of our products and remain competitive, our revenue will likely decline, resulting in further pressure on our gross margins, which could have a material adverse effect on our business, financial condition, and results of operations and our ability to grow our business.

In addition, our industry has experienced an erosion of ASP due to a number of factors, including intense competition, component pricing trends, changes in demand mix, excess inventories, and rapid obsolescence resulting from technology advances. Within our sensors business, while ASPs vary significantly on a product to product basis, our strategy has been to seek to offset price erosion by shifting our product mix to new, higher end, or higher performance microphones, more diverse applications, and gradually shifting customers from analog microphones to higher value digital microphones. To offset ASP erosion, we must either be successful with these initiatives or increase our selling prices. If we are unable to offset ASP erosion, the ASP of our microphones may decrease and our business, financial condition, and results of operations may be materially adversely affected. For example, in the year ended December 31, 2025 and the three months ended March 31, 2026, we experienced ASP erosion with respect to our analog microphone business as a result of pricing requirements from our largest customer and increased competition in mature, legacy applications, in comparison to the respective prior periods.

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Our gross margins may fluctuate due to a variety of factors, which could negatively impact our financial condition, and results of operations.

Our gross margins may fluctuate due to a number of factors, including customer and product mix, market acceptance of our new products, timing and seasonality of the end-market demand, yield, wafer pricing, packaging and testing costs, competitive pricing dynamics and pricing concessions, and geographic and market pricing strategies.

To attract new customers or retain existing customers, we have in the past and will continue to offer certain customers (especially those buying in bulk) lower prices, which decreases our ASPs and impacts our gross margins. Further, we also offer pricing incentives to our customers on earlier generations of products that inherently have a higher cost structure, which negatively affects our gross margins. In addition, in the event our customers, including our larger customers, exert more pressure with respect to pricing and other terms with us, it could put downward pressure on our margins.

Because we do not operate all of our own manufacturing, assembly, or testing facilities, we may not be able to reduce our costs as rapidly as companies that fully operate their own facilities, and our costs may even increase, which could further reduce our gross margins. We rely primarily on obtaining yield improvements and volume-based cost reductions to drive cost reductions in the manufacture of existing products, introducing and testing new products that incorporate advanced features and optimize die size, and other price and performance factors as we seek to increase revenue while maintaining gross margins. To the extent that such cost reductions or revenue increases do not occur at a sufficient level and in a timely manner, our business, financial condition, and results of operations could be adversely affected.

In addition, we maintain an inventory of our products at various stages of production and in some cases as finished good inventory. We hold these inventories based on forecasts in anticipation of customer orders. If those customer orders do not materialize in a timely manner, we may have excess or obsolete inventory which we would have to reserve or write-down, and our gross margins would be adversely affected.

If we fail to penetrate new markets or introduce new capabilities into our solutions our revenue and financial condition would be harmed.

Entering into new, or expanding our share of our existing, 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. We anticipate that as we continue to move into new markets, we may face competition from larger competitors with greater resources and more history in these markets. If any of these markets do not develop as we currently anticipate, or if the development of such markets is delayed or impacted by factors outside of our control, such as new and ongoing global conflicts or other macroeconomic conditions, or if we are unable to penetrate any of these markets successfully with our solutions, our revenue could decline, and our business, financial condition, and results of operations would be negatively impacted.

Meeting the technical requirements and securing design wins with any of the participants in these markets will require a substantial investment of our time and resources and there are no assurances that we will secure design wins from these or other companies, that we will achieve meaningful revenue from the sales of our solutions into these markets, or that any revenue generated from these design wins will cover or outweigh the costs of developing these designs. If we fail to penetrate further into our existing markets or other new markets we are targeting, our business, financial condition, and results of operations would likely suffer. Moreover, even if we are successful in winning competitive bid selection processes in these new markets, it will likely take longer to generate revenue from such design wins than in our current markets.

In addition, we are, and may in the future be, restricted by our agreements in our ability to expand into new products or business lines. For example, pursuant to the terms of the agreement that we entered into with Knowles Corporation in connection with the acquisition of our sensors business, we are restricted in our ability to engage in the business of producing MEMS or vibration sensors for wearable electronic sound-amplifying devices primarily designed for the purpose of compensating for impaired hearing (“Hearing Health Field Uses”), other than through Knowles Corporation. In this case, if the market for MEMS devices for Hearing Health Field Uses were to expand, then we would be limited in our ability to participate in such growing market other than through Knowles Corporation. Any existing or future restrictions on our ability to expand into new products or business lines could have a material and adverse impact on our business, financial condition, and results of operations.

We may also, in the future, seek to penetrate markets in new geographies, including markets with high barriers to entry, which may be more heavily regulated than our existing markets or favor domestic production. If we fail to penetrate these or other new markets we are targeting, or expend time and resources on entering these markets, but fail to generate sufficient revenue in such new geographies, our business, financial condition, and results of operations would likely suffer.

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If we are unable to manage our growth effectively, we may not be able to execute our business plan and our business, financial condition, and results of operations could suffer.

In order to succeed in executing our business plan, we will need to manage our growth effectively as we make significant investments in research and development and sales and marketing and expand our operations. If our revenue does not increase to offset these increases in our expenses, we may not achieve or maintain profitability in future periods. To manage our growth effectively, we must continue to expand our operations, engineering, accounting and finance, internal management, and other systems, procedures, and controls. This may require substantial managerial and financial resources and our efforts may not be successful. Any failure to successfully implement systems enhancements and improvements will likely have a negative impact on our ability to manage our expected growth, as well as our ability to ensure uninterrupted operation of key business systems and compliance with the rules and regulations applicable to public companies. If we are unable to manage our 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 the quality of our solutions, execute our business plan or respond to competitive pressures, any of which could negatively affect our business, financial condition, and results of operations.

Some of our customers may require our products and our third-party manufacturers 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, financial condition, and results of operations could be negatively affected.

Prior to purchasing our products, some of our customers may require that our products and our third-party manufacturers, suppliers and other 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 or more 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, if they decide to do so at all. 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 negatively impact our business, financial condition, and results of operations.

The nature of the design win process requires us to incur expenses without any guarantee that research and development efforts will generate material revenue, which could adversely affect our business, financial condition, and results of operations.

We focus on winning competitive bid selection processes, resulting in “design wins,” to develop solutions for use in our customers’ products. These lengthy selection processes may require us to incur significant expenditures and dedicate significant engineering resources to the development of new solutions without any assurance that we will achieve design wins and increase in design activity may not result in near-term revenue. If we incur such expenditures but fail to be selected in the bid selection process, our business, financial condition, and results of operations may be adversely affected. Further, because of the significant costs associated with qualifying new suppliers, customers might use products or solutions that are functionally equivalent or that offer additional features from existing suppliers across a number of similar and successor products or solutions for a lengthy period of time. As we develop and introduce new solutions, we face the risk that customers may not value or be willing to bear the cost of incorporating these newer solutions into their end products, particularly if they believe their end users are satisfied with prior offerings and that existing solutions are adequate to meet their needs. Regardless of the improved features or superior performance of the newer solutions, customers may be unwilling to adopt our new solutions due to implementation hurdles, design constraints or pricing concerns. Because of the extensive time and resources we invest in developing new solutions, if we are unable to sell new generations of our solutions, our revenue could decline and our business, financial condition, and results of operations could be materially and adversely affected. In addition, if we fail to secure an initial design win for any of our solutions to any particular customer, we may lose the opportunity to make future sales of those solutions to that customer for a significant period of time or at all, and we may also experience an associated decline in revenue relating to those components. Failure to achieve initial design wins may also weaken our position in future competitive selection processes, which would harm our business, financial condition, and results of operations. Moreover, even if we achieve initial design wins with customers, our customers are not contractually obligated to purchase products from us in connection with such design wins.

Further, even after securing a design win, we may experience delays in generating revenue from our solutions as a result of the lengthy product development cycle typically required, if we generate revenue at all, as a result of any such design win. Our customers generally take a considerable amount of time to evaluate our solutions. We typically commence commercial shipments

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between 12 to 24 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.

Acquisitions, divestitures, strategic investments, and strategic partnerships could adversely affect our business, financial condition, and results of operations.

We may pursue growth opportunities by acquiring other complementary businesses, products, solutions, technologies or human capital through strategic transactions, investments or partnerships. For example, we recently completed the acquisitions of Orosound, a French company specializing in the design and manufacturing of AI-enabled active noise-canceling headsets and earphones for a combination of $0.7 million in cash consideration and the issuance of 1,646,496 shares of Junior Preferred Stock on April 10, 2026, and acquired substantially all of the assets of AudioSourceRE, an Irish company specializing in AI-powered audio separation and unmixing software for a combination of $0.3 million in cash consideration and the issuance of 130,228 shares of common stock on April 22, 2026. The identification of suitable acquisition, strategic investment or strategic partnership candidates can be costly and time consuming and can distract our management team from our current operations. If such strategic transactions require us to seek additional debt or equity financing, we may not be able to obtain such financing on terms favorable to us or at all, and such transactions may adversely affect our liquidity and capital structure. We may also choose to divest certain non-core assets, which divestitures could lead to charges against earnings and may expose us to additional liabilities and risks. Any strategic transaction might not strengthen our competitive position, may increase our risks, and may be viewed negatively by our customers, partners, or investors. Even if we successfully complete a strategic transaction, we may not be able to effectively integrate the acquired business, technology, systems, control environment, products, personnel, or operations into our business or global tax structure. We may experience unexpected changes in how we are required to account for strategic transactions pursuant to GAAP and may not achieve the anticipated benefits of any strategic transaction. We may incur unexpected costs, claims or liabilities during the strategic transaction or that we assume from the acquired company, or we may discover adverse conditions post-acquisition for which we have limited or no recourse.

We continue to invest in research and development efforts for several new markets. If we are unable to commercialize these technologies, our business, financial condition, and results of operations could be negatively affected.

The industries in which we operate, including the semiconductor industry, and the development of our products and solutions, including our Physical AI platform, each require substantial investment in research and development in order to bring to market new and enhanced solutions. Our research and development expenses were $52.5 million and $18.5 million for the years ended December 31, 2025 and 2024, respectively, and $12.7 million and $13.3 million for the three months ended March 31, 2026 and 2025, respectively. We expect to increase our research and development expenditures as part of our strategy to focus on the development of new solutions, including increased functionality, performance, integration, and complexity of our Physical AI platform. 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. This added development cost could prevent us from being able to maintain a technological advantage over larger competitors that have significantly greater 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. If we incur increased research and development costs that do not result in revenue generation, our business, financial condition, and results of operations would be adversely affected.

If we fail to accurately anticipate and respond to rapid technological change in the industries in which we operate, our ability to attract and retain customers could be impaired and our competitive position could be harmed.

We operate in industries characterized by rapidly changing and evolving technologies such as AI, as well as technological obsolescence. The introduction of new products by our competitors, the delay or cancellation of any of our customers’ product offerings for which our solutions are designed, the market acceptance of products based on new or alternative technologies or the emergence of new industry standards could render our existing or future products uncompetitive, obsolete, and otherwise unmarketable. Our failure to anticipate or develop new or enhanced products or technologies in a timely manner in response to changing market demand, whether due to technological shifts or otherwise, could result in the loss of customers and decreased revenue and have an adverse effect on our business, financial condition, and results of operations.

Our products are complex and may contain flaws which could lead to product liability, an increase in our costs and/or a reduction in our revenue.

Our products are complex and may contain software or hardware errors or defects (collectively, flaws), particularly when first introduced and when new versions are released. Our products are increasingly designed and integrated into more complex products, including higher levels of software and hardware integration in modules and system-level solutions and/or include elements provided by third parties which further increase the risk of flaws. With respect to our sensors business, we rely primarily on our in-house testing personnel to design test operations and procedures to detect any flaws or vulnerabilities prior to delivery of our products to our customers.

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Should challenges occur in the operation or performance of our products, we may experience delays in meeting key introduction dates or scheduled delivery dates to our customers. These flaws could also cause significant re-engineering costs, diversion of our engineering personnel’s attention from our product development efforts, and significant customer relations and business reputation problems. Any unforeseen and undetected flaws could result in refunds, replacement, recall, or other liability. Any of the foregoing could impose substantial costs and harm our business.

Product liability, data breach, or cybersecurity liability claims may be asserted with respect to our products. Our products are incorporated into a broad range of speech, audio, computer vision, and AI-enabled devices, which may make them particularly susceptible to cyberattacks. An undetected flaw, failure, or vulnerability in our products could cause failure in our customers’ products, and we could face claims for damages that are disproportionately higher than the revenue we receive from the components involved, as our products are typically sold at prices that are significantly lower than the cost of the end products into which they are incorporated. Furthermore, product liability risks are particularly significant with respect to any smart home and automotive applications because of the risk of serious harm to users of these end products. There can be no assurance that any insurance or associated warranty liabilities we maintain will sufficiently protect us from such claims.

We compete against companies that have significantly greater resources and broader product lines than we do, and we may also face competition from other technological approaches to low power neural processing, sensors, and AI models.

The industries in which we operate are highly competitive and many of our direct and indirect competitors have substantially greater financial, technological, manufacturing, marketing and sales resources than we do. In AI processors, we primarily compete or expect to compete against solutions from companies such as Infineon, NXP, Qualcomm, STMicroelectronics, Synaptics, and Texas Instruments. In sensing components, our primary competitors include AAC Technologies, Goertek, Infineon, and TDK. With respect to software, we often compete with internally developed solutions. We compete in highly competitive, technology-based industries that are highly dynamic as new technologies are developed and introduced. Our competitors may introduce products that are as or more technologically advanced than our products, or launch new products faster than we can, which may result in a loss of market share or revenue. Additionally, our customers may decide to make some or all of our offerings in-house, obviating the need to purchase some or all of our products. If we are unable to anticipate or match our competitors’ development or launch of new products, identify customer needs and preferences on a timely basis or successfully launch or ramp production of our new products, our business, financial condition, and results of operations may be materially adversely affected.

Consolidation in the industries in which we operate may increasingly mean that our competitors have greater resources, including the ability to attract qualified employees or pass along higher cost components into product prices, that could put us at a competitive disadvantage. Competition may intensify as we offer more solutions in our existing end markets or expand into new end markets. We also face competition from emerging companies.

There is no guarantee that our approach to Physical AI will remain competitive. Our Syntiant Core at-memory neural processor architecture is designed to enable devices to achieve significant power efficiency advantages compared to traditional CPU or MCU-based approaches. However, Physical AI can be achieved using other, diversified technological approaches. There is the possibility that novel, unique approaches to low power Physical AI emerge that surpass the capabilities of our technology and produce solutions that are more efficient, more cost effective, or both. Similarly, in our sensors business, the MEMS microphone and audio solutions markets are subject to rapid technological change, and competitors may introduce products that are as or more technologically advanced, or launch new products faster than we can, which may result in a loss of market share or revenue. Our competitors may also introduce new approaches to sensing and audio that reduce demand for our MEMS microphone solutions or displace them entirely. Should any of these competitive or technological developments occur, they could have a material and adverse impact on our business, financial condition, and results of operations.

In addition, from time to time, governments may provide subsidies or make other investments that could give competitive advantages to many companies in the industries in which we operate. For example, in August 2022, the United States enacted the U.S. CHIPS and Science Act of 2022 (the “CHIPS Act”), which, among other things, provides funding to increase domestic production and research and development in the semiconductor industry. Because we operate a fabless business model for our semiconductor products, we are eligible for research and development funding, but are not eligible for such investments from the government to support construction, modernization or expansion of commercial fabrication facilities for those products. In addition, in our sensors business, substantially all of our MEMS microphone manufacturing is located in China and Malaysia, and certain governments, particularly the Chinese government, have a stated policy of reducing dependence on foreign manufacturers and technology companies, which could incentivize domestic competitors and disadvantage our sensor products in those markets. Many of our competitors may benefit from these government investments, which will help increase their production capacity, shorten their lead time and gain market share. These competitive pressures could materially and adversely affect our business, financial condition, and results of operations.

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We are subject to the cyclical nature of our 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. Historically, the industry has experienced significant downturns during global recessions. These downturns have been characterized by diminished demand, production overcapacity, high inventory levels, and accelerated erosion of ASPs. Furthermore, any significant upturn in the semiconductor industry could result in increased competition for access to third-party wafer fabrication and assembly capacity. We are dependent on the availability of this capacity to manufacture and assemble our products and we can provide no assurance that adequate capacity will be available to us in the future. Any downturns or upturns in the semiconductor industry could harm our business, financial condition, and results of operations.

A significant portion of our revenue is derived from end markets that are highly sensitive to macroeconomic conditions and seasonal consumer purchasing patterns, including consumer electronics products such as audio devices, home security systems, and household appliances. Demand for these products has historically been cyclical and subject to fluctuations based on global economic conditions, including inflation, interest rates, and overall levels of consumer discretionary spending. In addition, demand in these markets is typically seasonal, with higher levels of consumer purchasing occurring during the second half of the calendar year, particularly in connection with holiday spending, and lower levels of demand during other periods.

As a result of this cyclicality and seasonality, our revenue and operating results may fluctuate significantly from quarter to quarter and year to year. Any downturn in global economic conditions, shifts in consumer spending patterns, or weaker-than-expected seasonal demand may result in reduced demand for our customers’ products, which in turn would adversely affect our business, financial condition, and results of operations. Furthermore, because our customers often build inventory in anticipation of seasonal demand, any misalignment between expected and actual consumer purchasing patterns may result in order volatility, cancellations or inventory corrections across our supply chain, which could amplify the impact of demand fluctuations on our business.

We depend on agreements with third-party developers and licensors in order to satisfy certain customer requirements, which subjects us to a number of risks, and any failure to execute on any of these arrangements could have a material adverse effect on our business, financial condition, and results of operations.

We have entered into development, product collaboration and technology licensing arrangements with third parties, and we expect to enter into new arrangements of these kinds from time to time in the future. These agreements are typically non-exclusive contracts provided under royalty-accruing or paid-up licenses. The owners of these non-exclusively licensed technologies may therefore be free to license them to third parties, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage. We expect to continue to use and may license additional third-party technology for our solutions. These agreements may increase risks for us, such as the risks related to timely delivery of new products, risks associated with the ownership of the intellectual property developed, risks that such activities may not result in products that are commercially successful or available in a timely fashion, risks that third parties involved may abandon or fail to perform their obligations related to such agreements, and risks that certain technologies provided under such arrangements may not continue to be available on reasonable terms or at all. Any failure to timely develop commercially successful products under such arrangements as a result of any of these and other challenges could have a material adverse effect on our business, financial condition, and results of operations.

Further, if we fail to comply with any of our obligations under such agreements or related agreements, we may be required to pay damages, and the licensor may have the right to terminate the license or exercise other contractual remedies. Termination by the licensor would cause us to lose valuable rights and could prevent us from selling our products, processes, or technology or inhibit our ability to commercialize future products, processes, or technology. A licensor’s exercise of other contractual remedies also may adversely affect our rights or obligations, including with respect to the scope of our rights or exclusivity. Our business also may suffer if a licensor fails to abide by the terms of the license, if a licensor fails to enforce licensed intellectual property rights against infringing third parties, if the licensed intellectual property rights are found to be infringing third-party rights, or if we are unable to enter into necessary licenses on acceptable terms. Moreover, our licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing, misappropriating, or otherwise violating the licensor’s rights. In addition, the agreements under which we license intellectual property from third parties are generally complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or increase what we believe to be our financial or other obligations under the relevant agreement. Additionally, third parties from whom we currently license intellectual property rights and technology could refuse to renew our agreements upon their expiration or could impose additional terms and fees that we otherwise would not deem acceptable, requiring us to obtain the intellectual property from another third party, if any is available, or to pay increased licensing fees or be subject to additional restrictions on our use of such third-party intellectual property. Defense of any lawsuit or failure to obtain any of these licenses on favorable terms could prevent us from commercializing our technology. Our inability to maintain or obtain any third-party license

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required to sell or develop our products and services, or the need to engage in litigation regarding our third-party licenses, could have a material adverse effect on our business, financial condition, and results of operations.

Our estimate of the market size for our solutions may prove to be inaccurate, and even if the market size is accurate, we cannot assure you that we will serve a significant portion of the market.

Our estimates of the total addressable market within Physical AI and the related growth rates are subject to significant uncertainty and are based on assumptions and estimates, including our internal analysis and industry experience and third-party data, which may be inaccurate. The variables that go into the calculation of our total addressable market are subject to change over time, and there is no guarantee that any particular number or percentage of current or prospective customers covered by our market opportunity estimates will purchase our products at all or generate any particular level of revenue for us. These estimates are, in part, based upon the size of the markets and geographies we target and an estimated range of prices for our current solutions and future development plans. These estimates are also dependent in large part on the expectation that the adoption and use of AI will continue to accelerate in the future, which may or may not occur at the rates or in the ways expected. The methodology and assumptions used to estimate market opportunities may differ materially from the methodologies and assumptions previously used to estimate the total addressable market. To estimate the size of our market opportunities and related growth rates, we have relied on market reports by leading research and consulting firms and our own internal estimates. While our estimates of the total addressable market opportunity are made in good faith and are based on assumptions and estimates we believe to be reasonable under the circumstances, these estimates and growth forecasts are subject to significant uncertainty, are based on assumptions and estimates that may not prove to be accurate, and are based on data published by third parties that we have not independently verified. Our ability to serve a significant portion of this total addressable market is subject to many factors, including our success in implementing our business strategy and ability to maintain our product pricing levels, which are subject to many risks and uncertainties.

Moreover, we must continue to enhance and add to our existing markets and introduce our solutions to new markets. Any expansion in our market depends on a number of factors, including the cost, performance, and perceived value associated with our solutions. Additionally, our capital and operating costs for the foreseeable future are difficult to project, inherently variable and are subject to significant change based on a variety of factors, including regulatory oversight, operating agreements, supply chain availability, inflation, and other factors. To the extent cost reductions are not achieved within the expected timeframe or magnitude, our products may not be cost competitive with alternative technologies, which could have a material adverse effect on our business, financial condition, and results of operations. Accordingly, even if our estimate of the market size is accurate, we cannot assure you that we will serve a significant portion of this estimated market or that our pricing levels will not decline.

We depend on key and highly skilled personnel to operate our business, and if we are unable to retain our current personnel and/or hire additional personnel, our ability to develop and market our solutions could be harmed, which in turn could adversely affect our business, financial condition, and results of operations.

Our success depends to a large extent upon the continued services of our executive officers, managers and skilled personnel, including our development engineers. In particular, we are highly dependent on the services of Kurt Busch (Co-Founder and Chief Executive Officer), Pieter Vorenkamp (Co-Founder and Chief Operating Officer) and Dr. Stephen Bailey (Co-Founder and Chief Technology Officer), who have been critical in the development and growth of our business and strategic direction. From time to time, there may be changes in our executive management team or other key personnel, which could disrupt our business. Our employees are not bound by obligations that require them to continue to work for us for any specified period and, therefore, they could terminate their employment with us at any time. Moreover, our employees are generally not subject to non-competition agreements. The loss of one or more of our executive officers or other key personnel or our inability to locate suitable or qualified replacements could be significantly detrimental to our product development efforts and could have a material adverse effect on our business, financial condition, and results of operations. In addition, we recruit from a limited pool of engineers with specialized expertise in Physical AI, machine learning, MEMS design, and semiconductor design and the competition for such personnel can be intense. Given these limitations, we may not be able to continue to attract, retain, and motivate qualified personnel necessary to develop new products or timely enhance existing products, sell products to our customers, or manage our business effectively.

We also must attract and retain highly qualified personnel, including certain foreign nationals who are not U.S. citizens or permanent residents, many of whom are highly skilled and constitute an important part of our U.S. workforce, particularly in the areas of engineering and product development. Our ability to hire and retain these employees and their ability to remain and work in the United States are impacted by laws and regulations, as well as by procedures and enforcement practices of various government agencies. Changes in immigration laws, regulations or procedures may adversely affect our ability to hire or retain such workers, increase our operating expenses and negatively impact our ability to deliver our solutions, any of which would adversely affect our business, financial condition, and results of operations. In addition, many of our employees are located in countries outside of the United States, which may have different and potentially more onerous labor regulations. For example, some of our employees are located in Europe, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations. Additionally, our employees domiciled in China are represented by a labor union.

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The market for Physical AI services and products is new, and may decline or experience limited growth, and our business is dependent on its clients’ continuing adoption and use of our services and products.

The Physical AI market is new and is subject to a number of risks and uncertainties. We believe that our future success will depend on the growth, if any, of this market and the use of our services and products.

If customers do not recognize the need for and benefits of our services and products, then they may decide to adopt alternative services to satisfy some portion of their business needs. The market for our services and products could fail to grow significantly or there could be a reduction in demand for our services and/or products as a result of a lack of acceptance, technological challenges, competing services, a decrease in spending by current and prospective customers, weakening economic conditions and other causes. If the Physical AI market does not experience significant growth, or demand for its services and/or products decreases, then our business, financial condition, and results of operations could be adversely affected.

Our debt obligations and financial covenants may limit our operational flexibility.

We have significant debt obligations as of March 31, 2026, including $50.0 million of senior secured term loans outstanding pursuant to a Loan and Security Agreement with Structural Capital maturing in December 2028 (as amended to date, our “2024 Term Loan”) and $6.0 million of secured subordinated loans outstanding from Knowles Corporation maturing in March 2029 (as amended to date, the “2024 Seller Note,” and together with our 2024 Term Loan, our “debt agreements”). In February 2026, we entered into amendments to our 2024 Term Loan and 2024 Seller Note to waive our noncompliance with the then existing minimum Adjusted EBITDA (as defined in our 2024 Term Loan) financial covenant and certain nonfinancial covenants that occurred in 2025. In addition to waiving noncompliance, the amendment to the 2024 Term Loan also revised the minimum Adjusted EBITDA financial covenant as further discussed below.

Our debt agreements contain covenants that restrict, among other things, our ability to incur additional debt, create liens, sell assets, make investments or pay dividends or other restricted payments. In addition, our 2024 Term Loan contains financial covenants requiring us to (a) maintain minimum unrestricted cash held by loan parties of $15.0 million, measured as of the last day of each month, (b) maintain minimum liquidity of $50.0 million, measured as of the last day of each month (with liquidity defined as the sum of unrestricted cash held by loan parties plus eligible accounts receivable plus the lesser of (i) twenty percent of eligible inventory held by loan parties and (ii) $10 million), and (c) achieve (i) for the year ending December 31, 2026, minimum revenue of $260.0 million and Adjusted EBITDA of no less than negative $16.0 million and (ii) from December 31, 2027 and thereafter, Adjusted EBITDA of $5.0 million, measured as of the last day of each month for the trailing twelve-month period then ended.

If we fail to comply with the financial and nonfinancial covenants in our existing debt agreements or any other future debt obligations, we may be required to seek additional waivers or amendments, which may not be available on favorable terms or at all. Any default under our debt agreements could result in acceleration of our debt obligations, which could have a material adverse effect on our business, financial condition, and results of operations. Our debt agreements also reduce our financial flexibility and limit our ability to invest in growth opportunities.

Customer demands for us to implement business practices that are more stringent than legal requirements may reduce our revenue opportunities or cause us to incur higher costs.

Some of our customers may require that we implement practices that are more stringent than those required by applicable laws with respect to labor requirements, the materials contained in our products, energy efficiency, environmental matters or other items. To comply with such requirements, we may need to implement changes at our internal manufacturing facilities in China and Malaysia, where we assemble and test our MEMS sensor products, and may also require our third-party foundry partners, which fabricate wafers for our AI processors and sensors, to adopt such practices. Our third-party foundry partners may refuse to implement these practices or may charge us more for complying with them. If certain of our third-party foundry partners refuse to implement the practices, we may be forced to source from alternate foundries, which could be time-consuming and costly. Similarly, implementing such practices at our internal manufacturing facilities may require additional investment and operational changes. The cost to implement such practices may cause us to incur higher costs and reduce our margins, and if we do not implement such practices, such customers may disqualify us as a supplier, resulting in decreased revenue opportunities. In addition, some of our revenue is derived from contracts with agencies of the U.S. government and subcontractors with its prime contractors, which subject us to federal contracting regulations and require that we implement practices that are more stringent than those otherwise required by our non-U.S. government or U.S. government affiliated customers. For each of the three months ended March 31, 2026 and the year ended December 31, 2025, revenue from contracts with U.S. government affiliated customers represented less than 1% of total revenues. Developing, enforcing and auditing customer-requested practices, including those related to our government contracting, at our own sites and in our supply chain will increase our costs and may require more personnel.

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We may be subject to warranty claims and other costs related to our products.

In general, we warrant our products for one year from the delivery of the product against non-conformance to our specifications and certain other flaws, subject to certain exceptions which allow for claims to be brought after the expiration of a warranty period. Our solutions, including hardware, software, and intellectual property cores, are highly complex and increasingly incorporate advanced technology, which may increase the likelihood of warranty claims. Our quality assurance programs and those of our third-party test providers may not detect all flaws, whether those are specific manufacturing flaws affecting individual components or systematic flaws affecting numerous shipments. Inability to detect flaws could result in a diversion of our engineering resources from component development efforts, increased engineering expenses to remediate the flaws, and increased costs due to customer accommodation or inventory impairment charges. On occasion, we have also repaired or replaced certain components, made software fixes, reimbursed customers for reasonable out-of-pocket production costs caused by an issue in our product or refunded the purchase price or license fee paid by our customers due to component or software flaws. Our insurance may be unavailable or inadequate to protect against these issues. If there are significant component flaws, the costs to remediate such flaws, net of reimbursed amounts from our vendors, if any, or to resolve warranty claims, would adversely affect our reputation, which would negatively impact our business, financial condition, and results of operations.

We maintain internal manufacturing operations for our MEMS sensor products and face risks related to managing these facilities.

Unlike our AI processor products which are manufactured by third parties, our MEMS sensor products are assembled and tested at our internal manufacturing facilities located in Suzhou, China and Penang, Malaysia. We employed approximately 1,200 employees at these facilities as of March 31, 2026. These manufacturing operations are subject to a number of risks, including labor unrest, equipment failures, quality control issues, natural disasters, and governmental regulatory actions. Any significant disruption at these facilities could adversely affect our ability to meet customer demand and could result in increased costs, reduced revenue and harm to our customer relationships. In addition, operating manufacturing facilities in China and Malaysia exposes us to risks related to foreign currency fluctuations, changes in local laws and regulations, political instability, tariffs, and trade restrictions. In addition, our manufacturing capabilities are subject to our ability to source the materials and components used in our manufacturing facilities and our products. If we cannot manufacture our products due to a lack of components or are unable to source materials from other suppliers or to redesign products with other components in a timely manner, our business, financial condition, and results of operations could be materially and adversely impacted.

Our manufacturing operations require significant capital expenditures and ongoing investments to maintain and expand production capacity.

We recently expanded our manufacturing capacity with a new facility in Penang, Malaysia. Bringing new manufacturing capacity online requires significant capital expenditures and involves risks of delays, cost overruns, and unexpected technical challenges. We did not operate our own manufacturing facilities prior to the acquisition of Knowles’ CMM business. If we are unable to successfully complete the ramp-up of our new facility, or if customer demand does not materialize as anticipated, we may not achieve the expected return on our investment. Additionally, we may need to make further investments in manufacturing capacity to meet future demand, and there can be no assurance that we will have access to sufficient capital to fund such investments or that such investments will be successful.

Certain natural disasters, such as flooding, heavy precipitation, large earthquakes, volcanic eruptions or nuclear or other disasters, may negatively impact our business. Climate change may cause a rising number of natural disasters that could negatively affect our operations.

Environmental and other disasters, such as flooding, heavy precipitation, large earthquakes, volcanic eruptions or nuclear or other disasters, or a combination thereof may negatively impact our business. If flooding, heavy precipitation, a large earthquake, volcanic eruption, extreme weather event or other natural disaster were to directly damage, destroy or disrupt our manufacturing facilities or those of our third-party manufacturers, it could disrupt our operations, delay new production and shipments of existing inventory or result in costly repairs, replacements or other costs, all of which would negatively impact our business. Even if our manufacturing facilities or those of our third-party manufacturers are not directly damaged, a large natural disaster may result in disruptions in distribution channels, supply chains, movement of goods and significant increases in the prices of raw materials used for our manufacturing process. In addition, semiconductor manufacturing is a water-intensive process. Some of our manufacturing sites and those of our suppliers are located in semi-arid regions that may become increasingly vulnerable to prolonged droughts associated with evolving changes to the climate, which may lead to water scarcity. If we and our suppliers are not able to implement adequate water recycling and conservation measures or if the water scarcity in a particular region becomes acute and restricts the availability of water necessary for the operation of our manufacturing facilities or our suppliers’ facilities, our business may be significantly negatively impacted. The impact of any such natural disasters depends on the specific geographic circumstances but could be significant, especially in areas with known earthquake fault zones, flood or storm risks, including but not limited to Singapore, Taiwan

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or Malaysia. There is increasing concern that climate change is occurring that may cause a rising number of natural disasters with potentially dramatic effects on human activity. We cannot predict the economic impact, if any, of natural disasters or climate change.

Our company culture has contributed to our success and if we cannot maintain this culture, our business could be harmed.

We believe that our company culture, which promotes innovation, open communication, and teamwork, has been critical to our success. We face a number of challenges that may affect our ability to sustain our corporate culture, including:

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the potential failure to identify, attract, reward, and retain people in leadership positions in our organization who share and further our culture, values, and mission;

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the increasing size and geographic diversity of our workforce;

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competitive pressures to move in directions that may divert us from our mission, vision, and values;

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the continued challenges of a rapidly-evolving industry; and

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the increasing need to develop expertise in new areas of business that affect us.

If we are not able to maintain our culture, our business, financial condition, and results of operations could be adversely affected.

Risks Related to Our Reliance on Third Parties

We do not own a semiconductor foundry, and we rely on third-party foundries for the fabrication of semiconductor wafers and on a limited number of suppliers of other materials. Our failure to manage these third-party relationships, or the failure of any of our foundry suppliers to provide us with wafers and other materials on a timely basis, would harm our business, financial condition, and results of operations.

We rely on third-party foundries for the fabrication of our semiconductor products. For our AI processors, we rely on two third-party foundries located in Singapore and Taiwan. In addition, we rely heavily on one wafer supplier in Japan that is the predominant producer of MEMS wafers that are used in our MEMS microphones. If any of these foundries suspends operations or limits our allocation of wafers, our ability to manufacture such products would be materially impaired. Furthermore, any disruption in operations at these foundries could adversely affect our ability to meet customer demand in a timely manner, or at all, which would lead to a reduction in our revenue and may adversely affect our reputation, customer relationships and future sales orders, potentially resulting in long-term harm to our business. In addition, the locations of our foundries and manufacturers present additional risks related to geopolitical tensions. See “—Risks Related to the Markets in Which We Operate and the Regulatory Landscape of Our Business.”

Because we do not own or operate any semiconductor fabrication facilities, we are entirely dependent on third-party foundries to manufacture our semiconductor products. Our third-party foundries may not be able to meet our production requirements due to capacity constraints, competing demands from other customers or other factors. We have limited ability to influence the production schedules or manufacturing priorities of our foundries, and we may not always receive the capacity allocations we need. From time to time, we have encountered shortages and delays in obtaining wafers at desired specifications and other components and materials and price increases, and we may encounter additional shortages and delays in the future. If we cannot obtain sufficient foundry capacity to manufacture our semiconductor products or are unable to source materials from other suppliers or to redesign products with other components in a timely manner, our business will be significantly harmed.

We generally do not have long-term contracts with our third-party foundries, suppliers, and manufacturers. As a result, any foundry, supplier, or third-party manufacturer can generally discontinue supplying wafers, components or materials to us or manufacturing our products at any time and without penalty. Our foundries may generally allocate their manufacturing capacity to other customers, prioritize customers with greater volume commitments or cease operations altogether, and we would have limited recourse in any such event. With respect to our MEMS microphones, we have a contract with a wafer supplier, which, as of March 31, 2026, provides for remaining purchase commitments of approximately $47.1 million through March 31, 2027. If we are unable to extend or replace our agreement with such wafer supplier, we may be unable to find an alternative supply of semiconductor wafers for use in our MEMS microphones on acceptable terms, or at all.

We depend on the quality of the wafers manufactured by our foundries and other components and materials over which we have limited control. Any one or more of our foundries or other manufacturers may become financially unstable as the result of global market conditions and geopolitical developments. In the event that any foundry or supplier is unable or unwilling to manufacture our

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products or supply the materials and components needed to manufacture our products, or, in the case of the wafer supplier for our MEMS microphones, we are unable to renew our agreements, and we are unable to qualify an alternative foundry or supplier on a timely basis, our business, financial condition, and results of operations may be adversely affected. Qualifying new semiconductor foundries or suppliers is time-consuming and costly, often requiring significant engineering effort to port our designs to a new process node, and might result in unforeseen manufacturing and operations problems. Any transition to a new foundry or supplier could result in production delays, increased costs, and disruption to our ability to supply products to our customers.

Any of these challenges or delays could damage our relationships with our customers, adversely affect our reputation and adversely affect our business, financial condition, results of operations and our ability to grow our business.

We depend on a limited number of key suppliers for critical components and technology for both our sensors and semiconductors, and our dependence on these suppliers exposes us to supply chain, political, social, and economic risks that could adversely affect our ability to manufacture our products and harm our business, financial condition, and results of operations.

We have entered into material supply and development agreements with a limited number of key suppliers. These relationships are critical to our ability to manufacture and deliver our products across both our sensor and AI businesses. We expect our operating results for the foreseeable future will continue to depend to a significant extent on our ability to maintain these supplier relationships and secure favorable terms. For example, certain of our critical components, including ASICs and MEMS dies for our sensor products, are procured from single or sole-source suppliers. We also rely on specific suppliers for metal cans and other packaging materials. For our AI processor products, we rely on a wafer supplier located in Taiwan, for our Syntiant Core 3 wafers, on a wafer supplier located in Singapore, for our Syntiant Core 2 wafers, and on a wafer supplier located in Japan for MEMS wafer fabrication. While we anticipate that our reliance on key suppliers will continue for the foreseeable future, we cannot assure you that these relationships will remain stable or that we will be able to secure alternative sources of supply on acceptable terms if needed. The loss of any single supplier, or a significant disruption in the supply of any critical component, could adversely affect our ability to manufacture our products and meet customer demand. Qualifying new suppliers is time-consuming and may result in unforeseen manufacturing and operations problems. We maintain long-term relationships with our suppliers supplemented by quarterly business reviews, but we do not have long-term contracts with many of our suppliers and they can discontinue supplying components to us at any time without penalty. In addition, deterioration in the political, social, business, or economic conditions in the jurisdictions in which our suppliers operate could slow or halt product shipments or disrupt our ability to manufacture, package, test or post-process products. In particular, our supply of wafers may be materially and adversely affected by diplomatic, geopolitical, and other developments affecting the relationship between Mainland China and Taiwan, or between the United States and Mainland China or Taiwan. Since 1949, Taiwan and Mainland China have been separately governed, and there can be no assurances that relations between them will not deteriorate further. In response to any such disruption, we could be forced to transfer our manufacturing, packaging, testing, and post-processing activities to more stable, and potentially more costly, regions or find alternative suppliers. Any disruption in our supply arrangements could have a significant and disproportionate impact on our business, financial condition, and results of operations.

If we encounter sustained yield problems or other delays at our third-party wafer fabrication facilities, in the final assembly and test of our products or ineffectively utilize our manufacturing capacity or fail to maintain manufacturing yields, we may lose revenue and damage our customer relationships.

The manufacture of our products, including the fabrication of semiconductor wafers, and the assembly and testing of our products, involve highly complex processes. For example, minute levels of contaminants in the manufacturing environment, difficulties in the wafer fabrication process or other factors can cause a substantial portion of the components on a wafer to be non-functional. These problems may be difficult to detect at an early stage of the manufacturing process and often are time-consuming and expensive to correct. From time to time, we have experienced problems achieving acceptable yields at our third-party wafer fabrication suppliers, in addition to lower than anticipated yields in our manufacturing facilities, resulting in delays in the availability of components as well as end products, as applicable. Moreover, an increase in the rejection rate of products during the quality control process before, during or after manufacture and/or shipping of such products, results in lower yields and margins. In addition, changes in manufacturing processes required as a result of changes in product specifications, changing customer needs and the introduction of new products have significantly reduced our manufacturing yields, resulting in low margins on those products. Poor manufacturing yields over a prolonged period of time could adversely affect our ability to obtain the supplies needed to deliver our components on a timely basis and harm our relationships with customers, which could materially and adversely affect our business, financial condition, and results of operations.

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Raw material and engineered material availability and price fluctuations increase the cost of our products, impact our ability to meet customer commitments and may adversely affect our business, financial condition, and results of operations.

Many major components, product equipment items, engineered materials and wafers used across our hardware production lines are procured or subcontracted on a single or sole-source basis. For our MEMS sensor products, key inputs include MEMS wafers, ASICs, metal cans, substrates, heavy metals such as gold, and other packaging materials, each of which may be subject to availability constraints and price increases. It is difficult to predict what effects shortages or price increases may have in the future. Our inability to fill our supply needs would jeopardize our ability to ship our products to our customers on time and in the quantity required, which could, in turn, result in reduced sales and revenue and damage to our customer relationships and future sales orders.

Furthermore, the cost of raw and engineered materials is a key element in the cost of our products. For our semiconductor products, increases in the price of silicon wafers and testing costs impact gross margins. For our MEMS sensor products, increases in the cost of MEMS wafers, ASICs, metal cans, substrates, heavy metals such as gold, and other packaging materials and assembly and testing costs at our manufacturing facilities in China and Malaysia, including labor costs, could similarly pressure our gross margins. In each case, such cost increases would result in higher production costs if we are unable to offset them through productivity improvements or pricing adjustments. Moreover, our suppliers may pass increases in engineered materials, raw materials and commodity costs on to us, which would further reduce the gross margin of our products. In addition, global market trends, such as a shortage of capacity to fulfill our fabrication needs also may increase our raw material costs and thus decrease our gross margin.

Our revenue could be materially impacted by the failure of other component suppliers to deliver required parts needed in the final assembly of our customers’ end products.

The products we supply to our customers are typically only a portion of the many components our customers source from multiple suppliers in order to complete the final assembly of an end product. If one or more of these other component suppliers are unable to deliver to customers components needed to assemble end products, our customers may delay, or ultimately cancel, their orders from us.

Risks Related to the Markets in Which We Operate and the Regulatory Landscape of Our Business

We are a global company, which subjects us to additional business risks, including logistical and financial complexity, political instability, and currency fluctuations.

We have established international subsidiaries and have opened offices in international markets to support our activities in Asia, the Americas, and Europe, and we expect to continue to conduct business with companies that are located outside the United States, particularly in Asia. This has included the establishment of offices and labs in Taiwan, Mainland China, Korea, Japan, and India, as well as manufacturing facilities in Suzhou, China and Penang, Malaysia for our MEMS sensor assembly and test operations. We purchase wafers from foreign entities, including foundries in Germany, Japan, Singapore, and Taiwan, have our AI processor products assembled and tested by subcontractors located in Asia, and supply our products to customers located around the world. Additionally, our international operations are subject to a number of risks, including:

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complexity and costs of managing international operations and related tax obligations, including for our offices outside of the United States;

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trade tensions, geopolitical uncertainty or governmental actions may lead non-U.S. customers to favor products from non-U.S. companies which could put us at a competitive disadvantage and result in decreased customer demand for our solutions and our customers’ products;

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restrictions imposed on sensitive technologies from certain countries and sanctions or export controls imposed on customers or suppliers may affect our ability to sell and source our products;

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potential political, legal, and economic instability, armed conflict, and civil unrest in the countries in which we and our customers are located, including instability caused by new and ongoing global conflicts;

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unanticipated restrictions on our ability to sell to foreign customers where sales of products and the provision of services may require export licenses or are prohibited by government action, unfavorable foreign exchange controls and currency exchange rates;

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public health crises may affect our international operations, suppliers, and customers and we may experience delays in development, a decreased ability to support our customers and reduced design win activity if travel restrictions or business shutdowns or slowdowns continue for an extended period of time in any of the countries in which we, our suppliers and our customers operate and do business;

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uncertainties related to the enforcement of intellectual property rights in various jurisdictions, including any intellectual property rights that we may license to entities in Taiwan or Mainland China, including any joint ventures we may form;

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multiple, conflicting and changing tax and other laws and regulations that may impact both our international and domestic tax and other liabilities and result in increased complexity and costs;

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longer sales cycles and greater difficulty in accounts receivable collection and longer collection periods;

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difficulties in enforcing contracts generally;

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high levels of distributor inventory subject to price protection and rights of return to us;

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greater difficulty in hiring and retaining qualified personnel;

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the need to have business and operations systems that can meet the needs of our business growth and international business and operating structure;

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fluctuations in foreign currency exchange rates, which could increase our manufacturing and operating costs, particularly with respect to our manufacturing operations in China and Malaysia where we pay employees and local suppliers in local currencies;

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tariffs, duties or other taxes imposed on imports of our products or components, which could increase our costs or make our products less competitive;

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rising costs of raw materials, including gold and other heavy metals;

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rising labor costs, labor shortages or labor disputes in the countries where we have manufacturing operations, which could increase our costs or disrupt production; and

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geographic concentration of our supply chain in Asia, including our reliance on foundries in Japan, Singapore, and Taiwan, which exposes us to regional disruptions.

Our failure to understand, or inaccurate understanding of the People’s Republic of China (“PRC”) legal system, including the enforcement of laws, and our inability to anticipate changes in PRC policies, laws, and regulations could adversely affect us. Furthermore, our manufacturing operations in Suzhou, China, where we employed approximately 480 employees as of March 31, 2026 may be interrupted or negatively influenced if we fail to comply with PRC laws and regulations or orders issued by competent governmental authorities. The PRC government has published policies that significantly affect certain industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could further adversely affect our business, financial condition, and results of operations.

We are subject to export control and economic sanctions laws and regulations that could limit our ability to sell products in international markets, expose us to liability, increase our costs, and adversely affect our business.

Our products and technology are subject to U.S. export control and economic sanctions laws and regulations, including the Export Administration Regulations (“EAR”), administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”), and sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). These laws and regulations may restrict or prohibit the export, re-export or transfer of our products and technology to certain countries, regions, governments, entities, and individuals without prior government authorization, or in some cases, altogether.

Our products are currently classified as EAR99, meaning they are subject to the EAR but are not controlled under specific Export Control Classification Numbers (“ECCNs”) on the Commerce Control List. While EAR99 items can generally be exported to most destinations without a license from BIS, they remain subject to restrictions, including prohibitions on exports to comprehensively embargoed and sanctioned countries and regions, to parties appearing on U.S. government restricted party lists (including, among others, the BIS Entity List and the OFAC Specially Designated Nationals and Blocked Persons List), and in connection with certain prohibited end-uses. There can be no assurance that our products will continue to be classified as EAR99, either because product

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enhancements or technology developments by us will align with a specific ECCN on the Commerce Control List, or because of regulatory changes from the U.S. government. BIS periodically amends the Commerce Control List and makes changes to export control classifications, and OFAC sanctions policies evolve, including in response to emerging national security, foreign policy or technological concerns, which could result in our products becoming subject to more restrictive controls, additional licensing requirements or outright export prohibitions.

In recent years, the U.S. government has significantly expanded the scope of export controls and economic sanctions, particularly with respect to advanced semiconductor and AI technologies and transactions involving the PRC, including Hong Kong and Macau. Because we operate in the semiconductor and AI sectors and maintain subsidiary operations in the PRC and Malaysia, we face heightened exposure to the impact of any further escalation in trade restrictions. Any strain on relations between the United States and the PRC, Malaysia or other jurisdictions in which we operate or sell our products could result in the imposition of additional sanctions, export controls or other trade restrictions targeting those countries or regions or specific entities and individuals within them, which could impair our ability to sell our products in those markets, source components or services from those jurisdictions, or maintain our existing operations.

There are also risks that the Chinese government may, among other things, require the use of local suppliers, encourage companies that do business in China to partner with local companies to conduct business, provide incentives to government-backed local customers to buy from local suppliers, or otherwise comply with local laws that could deviate from our business judgment. The materialization of these risks could have a material adverse effect on our business and financial condition.

Compliance with export control and economic sanctions laws is complex and resource-intensive. We have implemented compliance policies and procedures designed to ensure adherence to applicable requirements; however, there can be no assurance that our compliance measures will be effective in preventing violations of applicable export control or sanctions laws. Violations of these laws, whether inadvertent or otherwise, can result in significant civil and criminal penalties, including substantial monetary fines, denial or curtailment of export privileges and, in the case of willful violations, imprisonment of responsible individuals. Any enforcement action, investigation or allegation of non-compliance, even if ultimately resolved favorably, could result in significant legal costs, diversion of management resources, and reputational harm.

The Outbound Investment Security Program (“OISP”) may restrict certain of our investment activities and transactions involving certain countries of concern including the PRC, impose compliance obligations with respect to our subsidiary in the PRC, and subject us to penalties and other adverse consequences for non-compliance.

On October 28, 2024, the U.S. Department of the Treasury (“Treasury”) issued a final rule, codified in the U.S. Code of Federal Regulations at 31 C.F.R. Part 850, to implement Executive Order 14105 of August 9, 2023, which became effective on January 2, 2025. The final rule establishes a regulatory framework (the “OISP”) requiring U.S. persons to notify the Treasury of, or in certain cases prohibiting U.S. persons from engaging in, specified categories of direct or indirect transactions with certain entities in, or entities with linkages to, a “country of concern” (currently, PRC, including Hong Kong and Macau) that are engaged in certain covered activities involving semiconductors and microelectronics, quantum information technologies or AI. The OISP has the potential to affect our business in several respects:

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As a U.S. person, we are subject to the OISP’s notification requirements and prohibitions with respect to “covered transactions,” which include, among other categories, direct and indirect acquisitions of equity interests in, certain debt financing to, greenfield and brownfield investments in, and joint ventures with covered foreign persons. These restrictions could limit our ability to pursue strategic mergers and acquisitions, make or receive investments, establish joint ventures or develop new operations involving entities in the PRC or entities with significant PRC linkages that are engaged in covered activities. Such restrictions also could limit intracompany activities with our PRC subsidiaries. Because we operate in the semiconductor and AI sectors, the OISP’s covered activity definitions are directly relevant to the types of strategic transactions we may consider as our business evolves.

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The OISP also imposes affirmative compliance obligations on U.S. persons with respect to their “controlled foreign entities.” Our PRC subsidiaries each qualify as both a “person of a country of concern” by virtue of their PRC incorporation and a “controlled foreign entity” under the OISP. As a result, we are required to take all reasonable steps to prohibit and prevent any transaction by our subsidiaries that would constitute a prohibited transaction if undertaken by a U.S. person directly, and we are responsible for filing the required notification with the Treasury for any transaction undertaken by our subsidiaries that would constitute a notifiable transaction if undertaken by a U.S. person. These obligations effectively extend the OISP’s restrictions to the transactional activities of our subsidiaries, including any direct or indirect investments or business arrangements each subsidiary itself may enter into with other covered foreign persons.

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Additionally, the OISP could affect the willingness or ability of third parties to transact with us. At present, we do not believe we meet the definition of being a “covered foreign person” under the OISP, as we are a U.S. company and are not a “person of a country of concern.” However, under the OISP, an entity may be deemed a “covered foreign person” if its direct or indirect subsidiaries or branches that are “covered foreign persons” individually or in the aggregate account for more than 50 percent of the entity’s consolidated revenue, net income, capital expenditure or operating expenses. There can be no assurance that changes in our business, the relative scale of our PRC subsidiaries’ operations or amendments to the OISP’s definitions and thresholds would not cause us to be classified as a “covered foreign person,” which could significantly restrict the ability of U.S. persons to invest in or transact with us. Moreover, our PRC subsidiaries could themselves be considered “covered foreign persons,” raising the risk that an indirect investment could implicate the OISP; however, we do not believe any of our subsidiaries meet the definition of being a “covered foreign person.” If this changed, this could limit the pool of potential strategic partners, investors or acquirers willing to engage in transactions with us, or could result in additional due diligence requirements, transaction delays or the imposition of restrictive conditions on any such transactions.

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Compliance with the OISP requires ongoing monitoring of our own direct and indirect investment and strategic activities, as well as the transactional and operational activities of our PRC subsidiaries, against the OISP’s definitions of “covered activity” and “covered foreign person.” This compliance effort increases our administrative burden and costs. Violations of the OISP, whether by us directly or through our PRC subsidiaries, may result in significant civil penalties and other adverse consequences. Any enforcement action, investigation or allegation of non-compliance could also result in significant legal costs, diversion of management attention and resources, damage to our business relationships, and reputational harm, any of which could materially and adversely affect our business, financial condition, and results of operations.

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The OISP, its implementing regulations, and the interpretations of those regulations are subject to change. On December 18, 2025, the Comprehensive Outbound Investment National Security Act of 2025 (the “COINS Act”), enacted as part of the National Defense Authorization Act for Fiscal Year 2026, became law. The COINS Act codifies much of the OISP and requires the Treasury to issue new regulations related to the OISP. The COINS Act expands the sectoral coverage of the OISP to include covered activities involving high-performance computing and supercomputing and hypersonic systems, as well as the geographical coverage of the OISP by adding Cuba, Iran, North Korea, Russia, and Venezuela under the Maduro regime as additional “countries of concern.” The COINS Act also amends the 50 percent rule incorporated in the definition of “covered foreign person” to replace the current test—50 percent revenue, net income, capital expenditure, or operating expense—with a test based on direct or indirect 50 percent ownership. The COINS Act may result in additional changes to the OISP regulations, the content and impact of which are currently uncertain.

Our failure to comply with the Foreign Corrupt Practices Act, other applicable anti-corruption and anti-bribery laws could subject us to penalties and other adverse consequences.

We have extensive international operations and a substantial portion of our business, particularly with respect to our manufacturing, assembly, and testing processes, is conducted outside of the United States. Our operations are subject to anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”), as well as the anti-corruption and anti-bribery laws in the countries where we do business. The FCPA prohibits covered parties from offering, promising, authorizing, or giving anything of value, directly or indirectly, to a “foreign government official” with the intent of improperly influencing the official’s act or decision, inducing the official to act or refrain from acting in violation of lawful duty, or obtaining or retaining an improper business advantage. The FCPA also requires publicly traded companies to maintain records that accurately and fairly represent their transactions, and to have an adequate system of internal accounting controls. In addition, other applicable anti-corruption laws prohibit bribery of domestic government officials, and some laws that may apply to our operations prohibit commercial bribery, including giving or receiving improper payments to or from non-government parties, as well as so-called “facilitation” payments. Though we maintain policies and other measures designed to promote compliance with applicable anti-corruption and anti-bribery laws, our personnel or agents may nevertheless engage in improper conduct for which we might be held responsible. Any violation of applicable anti-corruption or anti-bribery laws, or even allegations of such violations, can lead to actions which could disrupt our operations, cause significant management distraction and lead to significant costs and expenses, including legal fees. If we, or our employees or agents acting on our behalf, are found to have engaged in practices that violate these laws and regulations, we could suffer severe fines and penalties, profit disgorgement, injunctions on future conduct, securities litigation, bans on transacting government business, delisting from securities exchanges and other consequences that may have a material adverse effect on our business, financial condition, and results of operations. In addition, our reputation and our stock price could be adversely affected if we become the subject of any negative publicity related to actual or perceived violations of anti-corruption or anti-bribery laws and regulations.

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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 are subject to various laws and regulations regarding environmental, health, and safety matters, including the generation, use, transportation, emission, storage, discharge, and disposal of chemicals, gases, and other hazardous substances used in our operations. Compliance with existing and future laws and regulations could adversely affect our manufacturing costs or product sales by requiring us to acquire costly equipment or materials or to incur other significant expenses in adapting our manufacturing processes or waste and emission disposal processes. Furthermore, environmental claims or our failure to comply with present or future regulations could result in the assessment of damages or imposition of fines against us, suspension of production or a cessation of operations. Failure by us to control the use of, or adequately restrict the discharge of, chemicals or hazardous substances could subject us to future liabilities. In certain jurisdictions, owners and operators can be held jointly and severally liable for investigating and remediating contaminated sites regardless of fault. We operate real property through lease agreements. As such, if there is contamination present, even contamination that we did not cause or know about, we could be held responsible for cleaning up the contamination.

Our internal manufacturing facilities in China operate under permits that must be renewed periodically, such as with respect to air emissions, wastewater and stormwater discharges, the handling of hazardous substances and the generation and management of hazardous waste. Our internal manufacturing facilities in Malaysia operate under a manufacturing license and pursuant to local laws related to environmental, health, and safety matters. A violation of those permits, licenses, or local laws may lead to revocation of the permits, imposition of fines or penalties, or the incurrence of additional capital expenditure or other costs to comply with the permits or license, as applicable, including the potential shutdown of operations.

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 restrictions on hazardous substances and electronic waste and conflict minerals and responsible sourcing requirements. For example, the European Union’s (the “EU’s”) Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (“RoHS”) directive 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 exists 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 customers and adversely affect our business, financial condition, and results of operations.

As climate change issues become more pronounced, we may face increased regulation and also expectations from stakeholders to take actions beyond existing regulatory requirements to minimize our impact on the environment and mitigate climate change related effects. To meet these additional regulatory requirements and expectations, we may need to deploy additional equipment, introduce process changes, utilize alternative suppliers and materials, and take other similar actions, some or all of which may require us to incur additional costs which could result in a material adverse effect on our business, financial condition, and results of operations.

Regulations in response to human health concerns may also limit or prohibit the use of a class of chemicals known as per- and polyfluoroalkyl substances, which are found in parts, components, process chemicals, and other materials used in semiconductor manufacturing. Such chemicals are critical to the manufacturing and functioning of many semiconductor products and there are limited technically and commercially feasible alternatives. These restrictions could harm our business and results of operations by increasing our expenses or requiring us to alter manufacturing and assembly and test processes.

Changes in U.S. or foreign trade policies, including the imposition of tariffs, and other factors beyond our control, may adversely impact our business and operating results.

Geopolitical tensions and trade disputes can disrupt supply chains and increase the cost of our products. This could cause our products to be more expensive for customers, which could reduce the demand for or attractiveness of such products. In addition, a geopolitical conflict in a region where we operate could disrupt our ability to conduct business operations in that region. Countries also could adopt restrictive trade measures, such as tariffs, laws, and regulations concerning investments and limitations on foreign ownership of businesses, taxation, foreign exchange controls, capital controls, employment regulations and the repatriation of earnings and controls on imports or exports of goods, technology or data, any of which could adversely affect our operations and supply chain and limit our ability to offer our products and services as intended. Changes in laws or policies governing the terms of foreign trade,

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and in particular increased trade restrictions, tariffs, or taxes on imports from countries where we manufacture products or from where we import products or raw materials (either directly or through our suppliers) could have an impact on our business, financial condition, and results of operations.

Trade disputes, trade restrictions, tariffs, and other political tensions between the U.S. and other countries may also exacerbate unfavorable macroeconomic conditions including inflationary pressures, foreign exchange volatility, financial market instability, and economic recessions or downturns, which may also negatively impact customer demand for our products or services, delay purchases or renewals, limit expansion opportunities with customers, limit our access to capital or otherwise negatively impact our business and operations. Ongoing tariff, trade restrictions, and macroeconomic uncertainty, including proposed 100% tariffs on imported semiconductors by the United States, may contribute to volatility in the price of our Class A common stock.

The complexity of announced or future tariffs may also increase the risk that we or our customers or suppliers may be subject to civil or criminal enforcement actions in the United States or foreign jurisdictions related to compliance with trade regulations. In addition, retaliatory trade policies or anti-U.S. sentiment in certain regions, whether driven by trade tensions, political disagreements or regulatory concerns, may make customers, governments, and investors more hesitant to engage with, purchase from or invest in U.S. firms. This may lead to increased preference for local competitors, changes to government procurement policies, heightened regulatory scrutiny, decreased intellectual property protections, delays in regulatory approvals or other retaliatory regulatory non-tariff policies, which may result in heightened international legal and operational risks and difficulties in attracting and retaining non-U.S. customers, suppliers, employees, partners, and investors.

Ongoing uncertainty regarding trade policies may also complicate our short- and long-term strategic planning, and that of our partners and customers, including decisions regarding hiring, product strategy, capital investment, supply chain design and geographic expansion.

While we continue to monitor trade developments, the ultimate impact of these risks remains uncertain and any prolonged economic downturn, escalation in trade tensions or deterioration in international perception of U.S.-based companies could materially and adversely affect our business, financial condition, and results of operations. Trade restrictions could be adopted with little to no advance notice, and we may not be able to effectively mitigate the adverse impacts from such measures. Political uncertainty surrounding trade or other international disputes also could have a negative impact on customer confidence and willingness to spend money, which could impair our future growth. Any of these events could increase the cost of our products, create disruptions to our supply chain and impair our ability to effectively operate and compete in the countries where we do business.

Risks Related to Our Financial Performance

Our quarterly revenue and operating results are difficult to predict accurately and may fluctuate significantly from period to period. As a result, this could prevent us from meeting our own guidance or expectations of securities analysts or investors.

We operate in a highly dynamic industry and our future operating results could be subject to significant fluctuations, particularly on a quarterly basis. Our quarterly revenue and operating results have fluctuated significantly in the past and may continue to vary from quarter to quarter due to a number of factors, many of which are not within our control. In addition, in December 2024, we acquired our sensors business from Knowles Corporation, which significantly expanded our operations and changed our financial profile. As a result, accurately forecasting our operating results in any quarter is difficult. If our operating results do not meet the expectations of securities analysts and investors, our stock price would likely decline. Additional factors that can contribute to fluctuations in our operating results include:

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changes in our product mix or customer mix;

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the rescheduling, increase, reduction, or cancellation of significant customer orders;

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the timing of customer qualification of our products and commencement of volume sales by our customers of systems that include our products;

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the timing and amount of research and development and sales and marketing expenditures;

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the rate at which our present and future customers and end users adopt our solutions in our target end markets;

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the timing and success of the introduction of new solutions and technologies by us and our competitors, and the acceptance of our new solutions by our customers;

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our ability to anticipate changing customer product requirements;

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our gain or loss of one or more key customers;

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the availability, cost and quality of wafers and other components that we purchase from third-party vendors, and any problems or delays in the fabrication, assembly, testing, or delivery of our products;

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the availability of production capacity at our third-party wafer fabrication facilities or other third-party subcontractors and other interruptions in the supply chain, including as a result of materials shortages, bankruptcies, or other causes;

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changes in the manufacturing, assembly, and testing costs of our products, including as a result of inflationary pressures;

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fluctuations in manufacturing yields;

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competitive pressures resulting in lower than expected ASPs;

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the timing of expenses related to the acquisition of technologies or businesses;

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product rates of return or price concessions in excess of those expected or forecasted;

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the emergence of new industry standards;

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product obsolescence;

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unexpected inventory write-downs or write-offs;

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costs associated with litigation over intellectual property rights and other litigation;

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the length and unpredictability of the purchasing and budgeting cycles of our customers;

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loss of key personnel or the inability to attract qualified management, technical, marketing, and financial personnel;

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the quality of our products and any remediation costs;

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adverse changes in economic conditions in various geographic areas where we or our customers do business;

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the general industry conditions and seasonal patterns in our target end markets, including the end user market;

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political developments related to Mainland China, Taiwan, or Malaysia;

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other conditions affecting the timing of customer orders or our ability to fill orders of customers including customers subject to export control or U.S. economic sanctions; and

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new or ongoing geopolitical events, threat of war or terrorist actions or the occurrence of pandemics, epidemics or other outbreaks of disease, or natural disasters and the impact of these events on the factors set forth above.

We may experience a delay in generating or recognizing revenue for a number of reasons. Open orders at the beginning of each quarter are typically lower than expected revenues for that quarter and are generally cancelable or reschedulable with minimal notice. Accordingly, we depend on obtaining orders during each quarter for shipment in that quarter to achieve our revenue objectives and failure to fulfill such orders by the end of a quarter may adversely affect our operating results. Furthermore, we generally rely on customers issuing purchase orders to buy our products rather than long-term supply contracts. In addition, we maintain a small infrastructure of facilities and human capital in several locations around the world and have a limited ability to reduce expenses. Because we base our operating expenses on anticipated revenue trends and a high percentage of our expenses are fixed in the short term, any delay in generating or recognizing forecasted revenue or changes in levels of our customers’ forecasted demand could materially and adversely impact our business, financial condition, and results of operations, which is exacerbated by the long lead time for certain raw and manufactured materials such that we are not able to quickly reduce costs upon reductions in customer demand. Due to our limited ability to reduce expenses, in the event our revenue declines, or our revenue does not meet our expectations, it is likely that in some future quarters our operating results will decrease from the previous quarter or fall below the expectations of securities analysts and investors. Further, as a result of these factors, our results of operations may vary significantly from quarter to quarter and our stock price may decline. Accordingly, we believe that period-to-period comparisons of our results of operations should not solely be relied upon as indications of future performance.

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Our ability to raise capital in the future may be limited and could prevent us from executing our growth strategy.

Our ability to operate and expand our business depends on the availability of adequate capital, which in turn depends on cash flow generated by our business and the availability of capital through debt and equity markets or other applicable financing arrangements. We believe that our existing cash resources and anticipated cash received from sales of our products will be sufficient to finance our continued operations, growth strategy, planned capital expenditures, and expenses for at least the next 12 months from the date of this prospectus. However, we have based this estimate on our current operating plans and expectations, which are subject to change, and we cannot assure you that our resources will be sufficient to meet our future liquidity needs. We may require additional capital to fund our strategic plans, including potential acquisitions or investments in businesses, products, services, and technologies, and/or unforeseen circumstances. The timing and amount of our working capital and capital expenditure requirements may vary significantly depending on numerous factors, including:

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market acceptance of our products;

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the need to adapt to changing technologies and technical requirements;

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the existence of opportunities for expansion; and

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access to and availability of sufficient management, technical, marketing, and financial personnel.

If our capital resources are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity securities or debt securities or obtain additional debt financing. The sale of additional equity securities or convertible debt securities would result in dilution to our stockholders. Incurring additional debt would result in increased expenses and could result in covenants that would restrict our operations and our ability to incur additional debt or engage in other capital-raising activities. We have not made arrangements to obtain additional financing and there is no assurance that financing, if required, will be available in amounts or on terms acceptable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow and support our business and respond to business opportunities and challenges could be significantly limited.

We could be subject to changes in tax rates and the adoption of new tax legislation, whether in or out of the United States, and could otherwise have exposure to additional tax liabilities, all of which could adversely affect our business, financial condition, and results of operations.

As a multinational business, we are subject to income and other taxes in both the United States and various non-U.S. jurisdictions. Changes to tax laws or regulations in the jurisdictions in which we operate, or in the interpretation of such laws or regulations, could significantly increase our effective tax rate and reduce our cash flow from operating activities, and otherwise have a material adverse effect on our financial condition. In addition, other factors or events, including business combinations and investment transactions, changes in the valuation of our deferred tax assets and liabilities, adjustments to taxes upon finalization of various tax returns or as a result of deficiencies asserted by taxing authorities, increases in expenses not deductible for tax purposes, changes in available tax credits, changes in transfer pricing methodologies, other changes in the apportionment of our income and other activities among tax jurisdictions and changes in tax rates, could also increase our effective tax rate. Future changes in enacted tax rates could also negatively affect our results of operations. For example, on August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which includes a minimum tax equal to fifteen percent of the adjusted financial statement income of certain corporations as well as a one percent excise tax on share buybacks, effective for tax years beginning in 2023. It is possible that the minimum tax could result in an additional tax liability over the regular federal corporate tax liability in a given year based on differences between book and taxable income (including as a result of temporary differences). Further changes in the tax laws of non-U.S. jurisdictions could arise, in particular, as a result of the base erosion and profit shifting project that was undertaken by the Organization for Economic Co-operation and Development (the “OECD”). The OECD has recommended changes to numerous long-standing tax principles, including a global minimum tax pursuant to Pillar Two. These changes could increase tax uncertainty and may adversely affect our provision for income taxes and increase our tax liabilities.

Our tax filings are subject to review or audit by the U.S. Internal Revenue Service (the “IRS”) and state, local, and non-U.S. taxing authorities. We exercise significant judgment in determining our worldwide provision for taxes and, in the ordinary course of our business, there may be transactions and calculations where the proper tax treatment is uncertain. We may also be liable for taxes in connection with businesses we acquire. Our determinations are not binding on the IRS or any other taxing authorities, and accordingly the final determination in an audit or other proceeding may be materially different than the treatment reflected in our tax provisions, accruals and returns. An assessment of additional taxes because of an audit could have a material adverse effect on our business, financial condition, and results of operations.

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Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

Under current law, our federal net operating loss carryforwards (“NOLs”) generated in tax years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such federal NOLs in tax years beginning after December 31, 2020, is limited to 80% of taxable income. In addition, under Sections 382 and 383 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period, the corporation’s ability to use its pre-change NOLs and other pre-change tax attributes (such as research and development tax credits) to offset its post-change income or taxes may be limited. We may have experienced ownership changes in the past and may experience ownership changes in the future as a result of subsequent shifts in our stock ownership (some of which may be outside our control). As a result, our ability to use our pre-change NOLs and other pre-change tax attributes to offset post-change taxable income, if any, could be subject to limitations. Similar provisions of state tax law may also apply. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

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 customers operate could materially affect the demand for our solutions and cause these 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 58% and 49% of our total revenue in the years ended December 31, 2025 and 2024, respectively, and approximately 58% and 60% of our total revenue in the three months ended March 31, 2026 and 2025, respectively. 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 products 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 China and Malaysia. 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, Malaysian Ringgit, and the Chinese Yuan Renminbi. 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, between the New Taiwan Dollar and the U.S. dollar, and between the Malaysian Ringgit 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.

Risks Related to Our Intellectual Property, Artificial Intelligence, and Cybersecurity

If we are unable to obtain, maintain, and enforce patent protection for our current and future proprietary technology and inventions, if the scope of the patent protection obtained is not sufficiently broad, or if we are otherwise unable to prevent third parties from using our proprietary technologies without authorization, our ability to compete successfully and our business, financial condition, and results of operations could be materially and adversely affected.

Our future success depends, in part, upon our ability to protect our proprietary technology and inventions. We generally seek to protect our proprietary technology and inventions, particularly those relating to the design of our products, under patent law. As of June 30, 2026, we owned approximately 27 issued U.S. patents, 26 issued foreign patents, 16 pending U.S. patent applications, and 23 pending foreign patent applications. The issued patents in the United States generally expire beginning in 2036 through 2044. Through the acquisition of the CMM business from Knowles Corporation, we have been granted by Knowles Corporation perpetual licenses to certain patents, patent applications, and other intellectual property outside of Hearing Health Field Uses. Pursuant to such perpetual licenses, as of June 30, 2026, we have license rights to approximately 200 issued U.S. patents, 133 issued foreign patents, seven pending U.S. patent applications, and 60 pending foreign patent applications, and such license rights are exclusive in all markets related to the commercialization of MEMS microphones for use in consumer product applications and non-exclusive in all other markets (excluding, in each case, in Hearing Health Field Uses). Additionally, pursuant to such perpetual licenses, as of June 30, 2026, we also have non-exclusive license rights to approximately 103 issued U.S. patents and one issued foreign patent (excluding, in each case, in Hearing Health Field Uses). Such in-licensed issued patents in the United States generally expire beginning in 2027 through 2043. Maintenance of patent portfolios, particularly outside of the United States, is expensive, and the process of seeking

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patent protection is lengthy and costly. The value of our patents and pending and future patent applications may not exceed the expense associated with their maintenance and prosecution. In addition, we cannot assure you that any patents from any pending patent applications (or from any future patent applications) will be issued, and even if the pending patent applications are granted, the scope of the rights granted to us may not be meaningful or provide us with any commercial advantage. Where certain patents are licensed to us by third parties, we may also rely on such third parties to maintain such patents and prosecute any pending patent applications. If such third parties fail to prosecute or maintain such patents, and we are unable or otherwise fail to take over such prosecution or maintenance, such patents may expire, which can lead to loss of competitive advantage, weakened market position, and financial harm. Existing patents and those that may be issued from any pending or future applications may be subject to challenges, oppositions, invalidation or circumvention or designed around by our competitors or declared invalid or unenforceable in judicial or administrative proceedings, including re-examination, inter partes review, post-grant review, interference and derivation proceedings and equivalent proceedings in foreign jurisdictions, or be subject to ownership claims by third parties. It is also possible that we will fail to identify patentable aspects of our research and development innovations before it is too late to obtain patent protection.

Our existing issued and granted patents and any future patents we obtain may not be sufficiently broad to prevent others from using our technology or from developing competing technology. Although we enter into confidentiality agreements with parties who have access to confidential, proprietary, or patentable aspects of our research and development output, such as our employees, consultants, contractors, vendors, customers, service providers, and third parties with whom we have strategic relationships, such agreements may be insufficient or any of these parties could breach such agreements and disclose such output before a patent application is filed, thereby jeopardizing our ability to seek protections for, and prevent competitors from using, our technology. Such a breach also means that such parties could use such research and development output, causing us to lose any competitive advantage resulting from such intellectual property. We also cannot assure you that we have entered into such agreements with every such party or that we will have adequate remedies for any breach of such agreements. If such unauthorized use or disclosure of the confidential, proprietary or patentable aspects of our research and development output were to occur, our ability to sell our solutions at competitive prices may be adversely affected, and our business, financial condition, and results of operations could be materially and adversely affected. Additionally, intellectual property and related laws are constantly evolving, can be highly uncertain and involve complex legal and factual questions for which important principles remain unresolved. For example, in the United States and in many foreign jurisdictions, policies regarding the breadth of claims allowed in patents and scope of protections can be inconsistent. We cannot predict future changes in the interpretation of patent, intellectual property, and other related laws or changes to patent, intellectual property, and other related laws that might be enacted into law by U.S. and foreign legislative bodies. In addition, the protection afforded under the patent laws of one country may not be the same as that in other countries. This means, for example, that our right to exclude others from practicing our patents can vary on a country-by-country basis. Thus, we may not have the same scope of patent protection in every country where we do business. Many U.S.-based companies have encountered substantial third-party intellectual property infringement in foreign countries, including countries where we sell our products. 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, and results of operations could be materially and adversely affected.

Notwithstanding the steps we take to protect our proprietary technology and inventions under patent and other intellectual property laws, unauthorized copying or other misappropriation of our proprietary technologies could enable third parties to benefit from our technologies without paying us for doing so, which could harm our business. It is difficult and costly to monitor the use of our intellectual property. It may be the case that our intellectual property is already being infringed, misappropriated or otherwise violated, and infringement, misappropriation or other violations of our intellectual property may occur in the future without our knowledge. We cannot assure you that the steps we have taken to protect our intellectual property or enforce our intellectual property rights, including through patent law, will prevent unauthorized use of our intellectual property, or that others will not develop technologies similar or superior to our technology or design around our intellectual property. The difficulty and failure to identify any violations of our intellectual property rights could materially and adversely affect our business, financial condition, and results of operations and hurt our competitive advantage.

Disputes over intellectual property in our industry may cause us to become involved in costly and lengthy litigation, which could materially and adversely affect our business, financial condition, and results of operations.

The semiconductor, sensor, and AI industries have each experienced significant litigation involving patents and other intellectual property rights. From time to time, third parties, including non-practicing entities, may allege that our products, our licensors’ intellectual property, our customers’ products, or products using technologies or communications standards used in our industry infringe, misappropriate or otherwise violate such third parties’ intellectual property rights. We periodically receive, and may in the future receive, notices that claim we have infringed, misappropriated, or otherwise violated other parties’ intellectual property rights. As we gain greater public recognition, we may face a higher risk of being the subject of intellectual property claims with and without merit. Third parties may assert infringement claims against us based on existing patents or patents that may be granted in the future, regardless of their merit, and some of our competitors have, and will in the future have, extensive portfolios of issued patents which could be used as the basis for such claims. The outcomes of litigation regarding intellectual property rights are inherently

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uncertain due to the complex issues involved. In order to successfully challenge the validity of any U.S. patent asserted against us in federal court, we would need to overcome a presumption of validity. As this burden is a high one requiring us to present clear and convincing evidence as to the invalidity of any such U.S. patent claim, there is no assurance that a court of competent jurisdiction would invalidate all claims of any such U.S. patent or find that our proprietary technology did not infringe all such claims. The outcomes of litigation under the laws of foreign jurisdictions are similarly uncertain. Any intellectual property claims against us, with or without merit, could be time-consuming and expensive to settle or litigate, divert the attention of our management and technical personnel or require us to enter into costly settlements or royalty or licensing agreements, if available. This risk has been amplified by the increasing presence of “non-practicing entities” or patent holding companies that seek to monetize patents they have purchased or otherwise obtained and whose sole or primary business is to assert such claims. Moreover, our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of infringement, misappropriation, or other violation. Many potential litigants, including some of our competitors and certain non-practicing entities, have the ability to dedicate substantial resources to enforcing their intellectual property rights. If such parties were to assert their intellectual property rights against us, even if we believe we would have defenses against any such assertion, there can be no assurance that any such defenses will be successful. A court of competent jurisdiction could hold that the applicable third-party patents are valid, enforceable, and infringed, which could adversely affect our ability to commercialize our proprietary and licensed technology. Any claims successfully brought against us could subject us to significant liability for damages, which could include treble damages and attorneys’ fees if we are found to willfully infringe a third party’s patent, ongoing royalty payments, and significant settlement payments, including to satisfy indemnification obligations. We may be required to temporarily or permanently cease using, selling, or manufacturing certain products, solutions, or processes. In addition, we may be required to develop or substitute non-infringing technologies, redesign affected products—which may not be commercially feasible and may require us to incur substantial cost—or enter into costly royalty or licensing agreements, which may not be available on commercially reasonable terms or at all. From time to time we engage in legal action to enforce, defend, and protect our intellectual property rights.

Any legal proceedings initiated by us to protect our intellectual property rights could also result in counterclaims or countersuits against us, including infringement allegations against our products and claims asserting that our patents are invalid or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge may include an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness, non-enablement or lack of statutory subject matter. Grounds for an unenforceability assertion may include an allegation that someone connected with prosecution of the patent withheld relevant material information from the United States Patent and Trademark Office (the “USPTO”), or made a materially misleading statement, during prosecution. Third parties also may raise similar invalidity claims against our patents before the USPTO in post-grant proceedings such as ex parte reexaminations, inter partes review, or post-grant review, or oppositions or similar proceedings outside the United States, in parallel with litigation or even outside the context of litigation. The outcome following legal assertions of invalidity and unenforceability is unpredictable. We cannot be certain that there is no invalidating prior art of which we and the patent examiner were unaware during prosecution. For patents and patent applications that we have licensed from third parties, we may have limited or no right to participate in the defense of such licensed patents against a challenge by a third party. If a defendant were to prevail on a legal assertion of invalidity or unenforceability, we would lose at least part, and perhaps all, of any future patent protection on our current or future proprietary technologies. Such a loss of patent protection could materially and adversely impact our business, financial condition, and results of operations.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could materially and adversely affect the trading price of our Class A common stock and long-term shareholder value. We may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Some of our competitors or other third parties may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources and more mature and developed intellectual property portfolios. Litigation or other legal proceedings relating to intellectual property claims can be complex and could distract our technical and management personnel from their normal responsibilities. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a material and adverse effect on our business, financial condition, and results of operations.

Intellectual property litigation also could force us to take specific actions, including:

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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, or to our customers or end users to discontinue their use of or to replace infringing technology sold to them with non-infringing technology, if available;

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

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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;

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incur significant costs, time delays and lost business opportunities to develop alternative, non-infringing technologies or redesign solutions, which may not be successful;

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pursue legal remedies with third parties to enforce our indemnification rights, which may not adequately protect our interests; or

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enter into costly or restrictive settlement agreements with third parties.

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

In any potential dispute involving patents or other intellectual property, our customers or other licensees could also become the target of litigation. Our agreements with customers and other licensees generally include indemnification or other provisions under which we agree to indemnify or otherwise be liable to them for losses suffered or incurred as a result of claims of intellectual property infringement, damages caused by us to property or persons or other liabilities relating to or arising from our solutions included in their products. From time to time we receive communications from customers or other licensees requesting indemnification for allegations brought against them by third parties, and we may incur substantial liability related to them. Large indemnity payments or damage claims from contractual breach could harm our business, financial condition, and results of operations. Some of these allegations may result in our involvement in litigation, including where we are required to defend such customers or other licensees and/or pay some or all of the costs that these parties may incur related to such litigation or claims. 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 or other licensees, which in turn could hurt our reputation and our relations with our customers or other licensees and cause the sale of our products, or the prices of our products, to decrease. Additionally, intellectual property infringement claims against our customers or other licensees could result in restrictions on their ability to sell their products in the U.S. or other geographic regions, which could have a material and adverse effect on our business, financial conditions, and results of operations.

There is a risk that our trade secrets, know-how and other confidential or proprietary information may be stolen, used in an unauthorized manner, or otherwise misappropriated or compromised, which could materially and adversely affect our business, financial condition, and results of operations.

In addition to the protection afforded by patents, we rely on trade secret protection, contractual arrangements and copyright law, including registered and unregistered copyrights, to protect our proprietary innovations, know-how, confidential information, software, and technology that may or may not be covered by our patents. Our trade secrets, know-how, software code and other proprietary information may be stolen or otherwise misappropriated, used in an unauthorized manner, or compromised through a direct intrusion by private parties or foreign actors, including those affiliated with or controlled by state actors, through cyber intrusions into our computer systems, physical theft through corporate espionage or other means or through more indirect routes, including by joint venture partners, licensees that do not honor the terms of the applicable license, third parties with whom we entered into business negotiations or other parties reverse engineering our products, solutions, components or processes.

We generally enter into confidentiality and invention assignment agreements with our employees, contractors, and consultants and confidentiality agreements with our employees, consultants, contractors, vendors, customers, service providers, and third parties with whom we have strategic relationships. Despite the contractual provisions we employ, we cannot ensure that these agreements will be effective in controlling access to our trade secrets, proprietary technologies, or other confidential or proprietary information, or guarantee that we have entered into such agreements with all relevant persons. In addition, the need to share trade secrets, proprietary technologies, and other confidential or proprietary information as part of our business increases the risk that such trade secrets become known by our competitors or other third parties, are inadvertently incorporated into the technology of others, or are disclosed or used in violation of these agreements. The confidentiality agreements on which we rely to protect certain technologies may be breached, may not be adequate to protect our trade secrets, proprietary technologies, and other confidential or proprietary information, and may not provide an adequate remedy in the event of unauthorized use or disclosure of such trade secrets, proprietary technologies, or other confidential or proprietary information. The unauthorized use or disclosure of our trade secrets, proprietary technologies, or other confidential or proprietary information, including to our competitors, could cause us to lose any competitive advantage resulting from this intellectual property, and we cannot be certain that we will have adequate remedies for any breach. Enforcing a claim that a party misappropriated or otherwise used or disclosed without authorization a trade secret or know-how is

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difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, trade secrets and know-how can be difficult to protect, and some courts inside and outside the United States are less willing or unwilling to protect trade secrets and know-how. Further, such confidentiality agreements do not prevent our competitors or others from independently developing products that are substantially equivalent or superior to ours. In addition, others may independently discover our trade secrets, and, in such cases, we may not be able to assert any trade secret rights against such parties.

We also rely on physical and electronic security measures to protect our confidential or proprietary information, but we cannot provide assurance that these security measures will not be breached or provide adequate protection for our intellectual property. There is a risk that third parties may obtain and improperly utilize our confidential or proprietary information to our competitive disadvantage. We may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to protect and enforce our intellectual property rights. Any of the foregoing factors could materially and adversely affect our business, financial condition, and results of operations.

If we are unable to adequately protect our trademarks and trade names, we may not be able to build name recognition in our markets of interest, and our competitive position may be harmed.

We rely on a portfolio of registered and unregistered trademarks and trade names to protect our brand and build name recognition. Our registered or unregistered trademarks or trade names in the United States and in foreign jurisdictions may be challenged, infringed, circumvented, declared generic or descriptive, lapsed or determined to be infringing on or dilutive of other marks, and our current and future trademark applications may be successfully opposed or otherwise not be allowed. We may not be able to protect our rights in these trademarks and trade names, which we need in order to build name recognition with potential customers. At times, competitors may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion, making it difficult for us to compete effectively. In addition, there could be potential trade name or trademark infringement claims brought by owners of other trade names or trademarks, including those that incorporate variations of, or that are otherwise similar to, our registered or unregistered trademarks or trade names. As a means to enforce our trademark rights and prevent infringement, we may be required to file trademark claims against third parties or initiate trademark opposition proceedings. This can be expensive and time-consuming, and despite such effort we may not be able to protect our rights to these trademarks and trade names, which we need in order to build name recognition among potential partners or customers in our markets of interest. Over the long term, if we are unable to establish name recognition, then we may not be able to compete effectively, and our business may be adversely affected.

We license our trademarks and trade names to third parties, such as distributors. Though these license agreements generally provide guidelines for how our trademarks and trade names may be used, a breach of these agreements or misuse of our trademarks and trade names by our licensees may jeopardize our rights in or diminish the goodwill associated with our trademarks and trade names, adversely affecting our business. Moreover, effective trademark protection may not be available or may not be sought in every country in which our products are made available, in every market in which we operate, and contractual disputes may affect the use of trademarks or trade names governed by private contract. Our efforts to enforce or protect our proprietary rights related to trademarks and trade names may be ineffective and could result in substantial costs and diversion of resources and could materially adversely affect our business, financial condition, and results of operations.

We may be subject to claims that our employees, consultants, or other contractors have wrongfully used or disclosed trade secrets or other confidential or proprietary information of their current or former employers or claims asserting ownership of what we regard as our own intellectual property.

Many of our employees were previously employed at other companies in our field, including our competitors or potential competitors, and some of our consultants may be or were previously engaged by such companies. Although we seek to ensure that our employees and consultants do not use the confidential or proprietary information or know-how of others in their work for us, we may in the future be subject to claims that we or these individuals have used or disclosed intellectual property, including trade secrets or other confidential or proprietary information, of such individual’s current or former employer. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel, be subject to temporary or permanent injunctions against our solutions or processes, or be required to obtain licenses from such third parties on unfavorable terms. In addition, any such litigation or the threat thereof may adversely affect our ability to hire employees or contract with consultants or other contractors. A loss of key personnel or their work product could hamper or prevent our ability to commercialize our solutions, which would have a material and adverse effect on our business, financial condition, and results of operations. Even if we are successful in defending ourselves against such claims, litigation could result in substantial costs and a diversion of resources and could be a distraction to management and technical personnel.

In addition, while it is our policy to require our employees, consultants, and other contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard

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as our own. In addition, the assignment of intellectual property rights pursuant to such agreements may not be self-executing, or such agreements may be breached, and we may be forced to bring claims against third parties or defend claims that they may bring against us to determine the ownership of what we regard as our intellectual property. Furthermore, individuals executing agreements with us may have pre-existing or competing obligations to third parties, and thus an agreement with us may be ineffective in perfecting ownership of inventions developed by that individual. To the extent that our employees, consultants, or other contractors or third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Disputes about the ownership of intellectual property that we may regard as our own could materially and adversely affect our business, financial condition, and results of operations.

Some of our contracts with the U.S. government allow it to use inventions developed under those contracts and to disclose technical data to third parties.

Some of our contracts and subcontracts allow the U.S. government, or our prime contractor customers, to use, royalty-free, or have others use, inventions developed under those contracts on behalf of the government. Some of the contracts allow the federal government or higher-tier government contractors to disclose technical data or computer software developed in the performance of the agreement or delivered to the government during the performance of the agreement without constraining the recipient on how that technical data or computer software is used. The ability of third parties to use technical data or computer software (for any purposes) and patents for government purposes creates the possibility that the government could attempt to establish alternative suppliers or to negotiate with us to reduce our prices. The potential that the government may release some of the technical data or computer software without constraint creates the possibility that third parties may be able to use this technical data or computer software to compete with us, which could have a material adverse effect on our business, financial condition, and results of operations.

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, and we expect to continue to use open source technology in the future. 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 or may otherwise subject us to unfavorable conditions. For example, 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 unfavorable terms or at no cost. This can subject previously proprietary software to open source license terms.

While we document and 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 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. We may face allegations from others seeking to enforce the terms of an open source license, including by demanding release of the open source software, derivative works thereof, or modifications of our proprietary source code that were developed using such open source software, or demanding access to our software free of charge or on other unfavorable terms. Such allegations could also result in litigation. 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. Further, the terms of many open source licenses are ambiguous and have not been interpreted by U.S. or foreign courts. There is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our products, processes, or technology. In such an event, we may be required to seek licenses from third parties to continue commercially offering our products, processes, and technology, to make our proprietary code generally available in source code form, or to re-engineer or discontinue our products, processes, or technology. In addition, the use of open source software may entail greater technical and legal risks than those associated with the use of third-party commercial software, as open source licensors generally do not provide support, warranties, controls on origin of the software, indemnification, or other contractual protections regarding infringement claims or the quality of the code, including the existence of security vulnerabilities. Many of the risks associated with usage of open source software, such as the lack of warranties or assurance of title, cannot be eliminated and could, if not properly addressed, negatively affect our business. To the extent that our products, processes, and technology depend upon the successful and secure operation of the open source software we use, any undetected errors or defects in this open source software could prevent the deployment or impair the functionality of our software, delay the introduction of new technological capabilities, result in a failure of our technologies, and injure our brand and reputation. For example, undetected errors or defects in open source software could render it vulnerable to breaches or security attacks. Any of the foregoing could harm our intellectual property position and our business, financial condition, and results of operations.

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

We use, and expect to continue to use, AI, machine learning and automated decision-making technologies, including proprietary AI and machine learning algorithms and models, (collectively, “AI Technologies”) throughout our business, and are making significant investments in this area. For example, we use AI Technologies to develop software that is used internally and deployed in our products, and to generate synthetic data for AI model development and maintenance. We expect that increased investment will be required in the future to continuously improve our use of AI Technologies. As with many technological innovations, there are significant risks involved in developing, maintaining and deploying these technologies and there can be no assurance that the usage of our investments in such technologies will always enhance our products or services or be beneficial to our business, including our efficiency or financial profile.

In particular, if the models underlying our proprietary AI Technologies are: incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data to which we do not have sufficient rights or in relation to which we and/or the providers of such data have not implemented sufficient legal compliance measures; used without sufficient oversight and governance to ensure their responsible use; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats, data privacy concerns or material performance issues, the performance of our products, services and business, as well as our reputation and the reputations of our customers, could suffer or we could incur liability resulting from the violation of laws or contracts to which we are a party or civil claims.

We are in varying stages of development in relation to our products and internal business processes involving AI Technologies. The continuous development, maintenance, and operation of our AI Technologies is expensive and complex, and may involve unforeseen difficulties including material performance problems, undetected defects or errors. For instance, the models underlying AI Technologies can experience decay (also known as “model drift”) in which their performance and accuracy decrease over time without further human intervention to correct such decay. In addition, certain of the data that we use in developing our AI Technologies is licensed or acquired from third parties, and we are dependent upon our ability to obtain necessary data licenses or other permissions within appropriate time frames and on commercially reasonable terms, and such third parties’ assurances that such data was obtained and provided to us lawfully. Our data suppliers may withhold their data from us in certain circumstances, for example: if there is a competitive reason to do so; if we breach our contract with a supplier; if they are acquired by one of our competitors; or if new laws or case law restrict the use or dissemination of the data they provide. Additionally, we could terminate relationships with our data suppliers if they fail to adhere to our data quality, vendor or other standards. If a substantial number of data suppliers were to withdraw or withhold their data from us, or if we sever ties with our data suppliers based on their inability to meet our standards, our ability to provide products and services to our customers and our revenue prospects, could be materially adversely impacted. In addition, where we collect data used in developing our AI Technologies ourselves, we may fail to obtain all necessary permissions to utilize such data for such purposes. To the extent that we do not have sufficient rights to use the data used to train and develop our AI Technologies, it could adversely affect our reputation and expose us to legal liability or regulatory risk, including with respect to third-party data privacy rights. Plaintiffs may file litigation or administrative or adversarial actions relating to the training or development of our AI Technologies, which may adversely affect our business, financial condition, and ability to use our AI Technologies.

With respect to our products or services that incorporate AI Technologies, the market for such products and services is rapidly evolving and unproven in many industries, including our own, and important assumptions about the characteristics of targeted markets, pricing, sales cycles, cost, performance, and perceived value associated with our services or products may be inaccurate. We cannot be sure that the market will continue to grow or that it will grow in ways we anticipate. In addition, market acceptance and consumer perceptions of products and services that incorporate AI Technologies are uncertain. Our failure to successfully develop and commercialize our products or services involving AI Technologies could depress the market price of our Class A common stock and impair our ability to: raise capital; expand our business; provide, improve and diversify our product offerings; continue our operations and efficiently manage our operating expenses; and respond effectively to competitive developments.

We may not be successful in our ongoing development and maintenance of our products and services that incorporate AI Technologies in the face of novel and evolving technical, reputational, and market factors. Our efforts to develop proprietary AI models could increase our operating costs. Our ability to develop proprietary AI models may be limited by our access to processing infrastructure or training data, and we may be dependent on third-party providers for such resources. If we do not continue to invest resources to develop and support our AI Technologies, we may fall behind technological developments and evolving industry standards, which would likely harm our ability to compete. Further, we face significant competition from other companies in our industry in relation to the development and deployment of AI Technologies. Those other companies may develop AI Technologies that are similar or superior to ours and/or are more cost-effective and/or quicker to develop, deploy and maintain. Any inability to

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develop, offer or deploy new AI Technologies as effectively, as quickly and/or as cost-efficiently as our competitors could have a materially adverse impact on our operating results, customer relationships and growth.

Our proprietary AI Technologies are currently made available via commercial and bespoke license agreements to third parties that can use this technology in their own products and services. We may also make such AI Technologies available to third parties via open source licenses. We may not have insight into, or control over, the practices of third parties who may utilize such AI Technologies. As such, we cannot guarantee that third parties will not use such technologies for improper purposes, including through the dissemination of illegal, inaccurate, defamatory or harmful content, intellectual property infringement, misappropriation, or other violation, furthering bias or discrimination, cybersecurity attacks, unlawful processing of personal information or other data privacy violations, or to develop competing technologies, or that the measures we implement to prevent such improper use will be effective. Such improper use by any third party could materially and adversely affect our business, financial condition, and results of operations in addition to our reputation and the reputations of our customers, or subject us to legal liability.

In addition to our proprietary AI Technologies, we use AI Technologies licensed from third parties in our technologies and our ability to continue to use such technologies at the scale we need may depend on access to specific third-party software and infrastructure. We cannot control the availability or pricing of such third-party AI Technologies, especially in a highly competitive environment, and we may be unable to negotiate favorable economic terms with the applicable providers. If any such third-party AI Technologies become incompatible with our solutions or unavailable for use, or if the providers of such models unfavorably change the terms on which their AI Technologies are offered, deprecate the functionality of such AI Technologies, or terminate their relationship with us, our solutions may become less appealing to our customers and our business will be harmed. In addition, to the extent any third-party AI Technologies are used as a hosted service, any disruption, outage, or loss of information through such hosted services could disrupt our operations or solutions, damage our reputation, cause a loss of confidence in our solutions or result in legal claims or proceedings, for which we may be unable to recover damages from the affected provider.

In particular, we incorporate generative AI Technologies (i.e., AI Technologies that can produce and output new content, software code, data, and information) into our internal business practices. There is a risk that generative AI Technologies we use could produce, or be perceived to produce, inaccurate or misleading content or other discriminatory or unexpected results or behaviors, such as hallucinatory behavior that can generate irrelevant, non-sensical or factually incorrect results or other errors, all of which could harm our reputation, business, or customer relationships. While we take measures designed to ensure the accuracy of such AI-generated content, those measures may not always be successful, and in some cases, we may need to rely on end users to report such inaccuracies. While some providers of AI Technologies offer to indemnify their end users for any copyright or other intellectual property infringement claims arising from the output of their AI Technologies, such protections may not be sufficient to enable us to, and we may otherwise not be able to, adequately recover our losses in connection with such claims.

In addition, if any of our employees, contractors, consultants, vendors, or service providers use any third-party AI-powered software in connection with our business or the services they provide to us, it may lead to the inadvertent disclosure or incorporation of our confidential information into publicly available training sets, which may impact our ability to realize the benefit of, or adequately maintain, protect, and enforce our intellectual property or other proprietary rights, harming our competitive position and business.

As the utilization of AI Technologies becomes more prevalent, we anticipate that it will continue to present new or unanticipated ethical, reputational, technical, operational, and competitive issues, among others. We expect that our incorporation of AI Technologies in our business will require additional resources, including the incurrence of additional costs, to develop and maintain our products, solutions, and features to minimize potentially harmful or unintended consequences, to maintain or extend our competitive position, and to address any ethical, reputational, technical, operational, or regulatory issues which may arise as a result of any of the foregoing. As a result, the challenges presented with our use of AI Technologies could adversely affect our business, financial condition, and results of operations.

AI Technologies are subject to evolving legal regimes that may adversely affect our intellectual property rights in our AI Technologies or other intellectual property we develop using AI Technologies, which could materially and adversely affect our business, financial condition, and results of operations.

A number of aspects of intellectual property protection in the field of AI and machine learning are currently under development, and there is uncertainty and ongoing litigation in different jurisdictions as to the degree and extent of protection warranted for AI and machine learning systems and relevant system input and outputs. If we fail to obtain protection for the intellectual property rights concerning our AI Technologies, or intellectual property developed using AI Technologies, or later have such intellectual property rights invalidated or otherwise diminished, our competitors may be able to take advantage of our research and development efforts to develop competing products which could adversely affect our business, reputation, and financial condition. Other parties also may have (or in the future may obtain) patents or other proprietary rights that would prevent, limit or interfere with our ability to make, use or sell our own AI Technologies.

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We may experience difficulties in enforcing intellectual property rights in output generated by AI Technologies, including tools provided by third parties that we use to develop or assist in the development of our own software code, proprietary data, or other materials. The United States Copyright Office has previously denied copyright protection for content generated by AI Technologies, and the USPTO has similarly stated that an AI tool cannot be an “inventor” of a patent, rendering it impossible to obtain patent protection for inventions created solely by AI Technologies. In addition, while use of such tools makes our development process more efficient, AI Technologies have sometimes generated content that is “substantially similar” to proprietary or open source code on which the AI tool was trained. If the AI Technologies we use generate code that is too similar to other proprietary code or other copyrighted material, or to software processes that are protected by patent, we could be subject to intellectual property infringement claims. We may also not be able to anticipate and detect security vulnerabilities in such AI generated software code. If our tools generate code that is too similar to open source code, we risk losing protection of our own proprietary code that is commingled with such code. To the extent we use third-party AI Technologies to develop software code or other materials, the terms of use for these tools may state that the third-party provider retains rights in the generated code or materials, which may adversely impact our ability to enforce the intellectual property rights therein, including by permitting our competitors and other third parties to use these or similar code and materials.

The regulatory framework for AI Technologies is rapidly evolving. Already, certain existing legal regimes (e.g., relating to intellectual property, data privacy, cybersecurity, consumer protection, and export controls) regulate certain aspects of AI Technologies, and many federal, state, and foreign government bodies and agencies have enacted or are currently considering additional laws and regulations governing AI. Additionally, existing laws and regulations may be interpreted or enforced in ways that would affect the use of our AI Technologies, or could be rescinded or amended as new administrations take differing approaches to evolving AI Technologies. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot predict the impact future laws, regulations or standards, or the market perception of their requirements, may have on our business or how we will respond to these laws or regulations.

For example, in August 2024, the EU began implementing the Artificial Intelligence Act (the “EU AI Act”), which establishes broad obligations for the development and use of AI-based technologies in the EU based on their potential risks and level of impact. The EU AI Act establishes, among other things, a risk-based governance framework for regulating AI systems operating in the European Union. This framework would categorize AI systems, based on the risks associated with such AI systems’ intended purposes, as creating unacceptable or high risks, with all other AI systems being considered low risk. The EU AI Act includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose AI and foundation models, and provides for fines of up to the greater of €35 million or 7% of worldwide annual turnover for violations.

In the United States, the AI regulatory environment is complex and uncertain. At the federal level, Congress has yet to enact meaningful AI legislation. Instead, federal policy on AI has been shaped by a series of executive orders that have shifted priorities and requirements substantially depending on the administration in power. In October 2023, President Biden issued an Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence, which emphasized AI safety and security and addressed topics such as civil rights, privacy, consumer protection, and accountable federal use of AI. In January and July 2025, President Trump issued executive orders on AI, shifting the focus towards removing regulatory barriers to the adoption of AI Technologies and accelerating AI deployment. In the absence of federal AI legislation, states have filled the void by enacting laws regulating different aspects of AI Technologies. Recently, states have advanced, and in some cases passed, a number of laws focusing on AI governance and regulation. At the federal level, the Trump administration has endorsed a moratorium on the enforcement of state AI laws, including through a December 11, 2025 executive order on “Ensuring a National Policy Framework for Artificial Intelligence.” So far, these efforts have not been successful at fully curtailing state action on AI regulation, contributing to a complicated legislative patchwork, which may be litigated in state and federal courts. We may not be able to adequately anticipate or respond to these evolving laws and regulations, and we may need to expend additional resources to adjust our offerings in certain jurisdictions if applicable legal frameworks are inconsistent across jurisdictions.

It is possible that further new laws and regulations will be adopted in the United States and in other non-U.S. jurisdictions, or that existing laws and regulations, including intellectual property, competition, antitrust, data privacy, cybersecurity, export control, and consumer protection laws, may be interpreted or enforced in ways that would limit our ability to use AI Technologies for our business, or require us to change the way we use AI Technologies in a manner that negatively affects the performance of our products, services, and business and the way in which we use AI Technologies, including by delaying or halting the deployment of products incorporating AI Technologies. If we develop or use AI Technologies that are governed by certain of these laws or regulations, we will need to meet higher standards of data quality, transparency, and human oversight, and we would need to adhere to specific and

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potentially burdensome and costly ethical, accountability, and administrative requirements. We may need to expend resources to adjust our products or services in certain jurisdictions if the laws, regulations, or decisions are not consistent across jurisdictions. Further, the cost to comply with such laws, regulations or decisions and/or guidance interpreting existing laws, or to adjust our business plans based on changes to how such laws are enforced, including adapting to loosened regulation to remain competitive, could be significant and would increase our operating expenses (such as by imposing additional reporting obligations regarding our use of AI Technologies). Such an increase in operating expenses could materially and adversely affect our business, financial condition, and results of operations. In addition, if we fail or are perceived to fail to comply with these laws and regulations, we may face lawsuits (including class actions), investigations, enforcement actions, negative reputational impacts and other penalties that materially impact our business.

Compliance with ever-evolving federal, state, and foreign laws and other requirements relating to the processing of information about individuals necessitates significant expenditure and resources, and any failure by us or our vendors to comply with such laws and other requirements may result in significant liability, negative publicity and/or an erosion of trust, which could materially adversely affect our business, financial condition, and results of operations.

In connection with running our business, we receive, store, use, and otherwise process information that relates to individuals and/or constitutes “personal data,” “personal information,” “personally identifiable information,” or similar terms under applicable data privacy laws (collectively, “Personal Information”), including from and about actual and prospective customers/users, as well as our employees and business contacts. We also depend on a number of third-party vendors in relation to the operation of our business, a number of which process Personal Information on our behalf.

We and our vendors are subject to a variety of federal, state, and foreign data privacy laws, rules, regulations, industry standards, and other requirements, including those that apply generally to collection, sharing, use, retention, disclosure, security, transfer, storage, and other processing of Personal Information, and those that are specific to certain industries, sectors, contexts, or locations. These requirements and their application and interpretation are constantly evolving, and it is possible that new laws, regulations, and other requirements, or amendments to or changes in interpretations of existing laws, regulations, and other requirements, may come into effect, any of which may require us to incur significant costs, implement new processes, or change our processing of information and business operations, which could ultimately hinder our ability to grow our business by extracting value from our data assets. The validity of various data transfer mechanisms we currently rely upon remains subject to legal, regulatory, and political developments globally, which may require us to adapt our existing arrangements. Ensuring compliance with such requirements may increase operating costs, impact our data processing practices and policies and the development of new products and reduce operational efficiency, any of which could adversely affect our business, financial condition, and results of operations.

For example, in the United States, the Federal Trade Commission and state regulators enforce a variety of data privacy issues, such as promises made in privacy policies or failures to appropriately protect information about individuals, as unfair or deceptive acts or practices in or affecting commerce in violation of the Federal Trade Commission Act or similar state laws. Moreover, while we strive to publish and prominently display privacy policies that are accurate, comprehensive, and compliant with applicable laws, rules, regulations and industry standards, we cannot ensure that our privacy policies and other statements regarding our practices will be sufficient to protect us from claims, proceedings, liability, or adverse publicity relating to data privacy and data security. Although we endeavor to comply with our privacy policies, we may at times fail to do so or be alleged to have failed to do so. If our public statements about our use, collection, disclosure, and other processing of personal information, whether made through our privacy policies, information provided on our website, press statements or otherwise, are alleged to be deceptive, unfair or misrepresentative of our actual practices, we may be subject to potential government or legal investigation or action, including by the Federal Trade Commission or applicable state attorneys general.

In addition, in recent years, certain states have adopted or modified data privacy and security laws and regulations that may apply to our business. For example, the California Consumer Privacy Act (the “CCPA”) requires businesses that process personal information of California residents to, among other things: provide certain disclosures to California residents regarding the business’s collection, use, and disclosure of their personal information; receive and respond to requests from California residents to access, delete, and correct their personal information, or to opt-out of certain disclosures of their personal information; and enter into specific contractual provisions with service providers that process California resident personal information on the business’s behalf. The CCPA also broadly defines personal information, gives California residents privacy rights and protections, and provides for civil penalties and statutory damages for violations and a private right of action for certain data breaches. This private right of action is expected to increase the likelihood of, and risks associated with, data breach litigation.

The enactment of the CCPA is prompting a wave of similar legislative developments in other states in the United States, creating a patchwork of overlapping but different state laws. For example, since the CCPA went into effect, comprehensive privacy statutes that share similarities with the CCPA are now in effect and enforceable in numerous states, and will soon be enforceable in several other states as well. Similar laws have been proposed or are under consideration in many other states and at the federal level.

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Moreover, laws in all 50 U.S. states require businesses to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a data breach.

In 2024, the National Security Division of the U.S. Department of Justice (the “DOJ”) issued a final rule implementing Executive Order 14117 and establishing what is referred to as the “Data Security Program” (the “Data Security Program”). The Data Security Program is aimed at preventing access to “bulk U.S. sensitive personal data” and “government-related data” by “countries of concern” (currently China (including Hong Kong and Macau), Russia, Iran, North Korea, Cuba and Venezuela) and “covered persons” (as all such terms are defined in the Data Security Program). The Data Security Program became effective on April 8, 2025 and is fully enforceable as of July 9, 2025. The Data Security Program imposes stringent compliance obligations on companies within its scope and prohibits or restricts “covered data transactions” that grant countries of concern or covered persons access to bulk U.S. sensitive personal data or any amount of government-related data. Because the Data Security Program is new, complex and has yet to be enforced, there is significant uncertainty regarding its applicability, scope, and requirements. There can be no assurance that our interpretation of the Data Security Program is correct, complete, or consistent with how the DOJ may ultimately interpret or enforce it. Compliance with the Data Security Program may require us to invest heavily in data security infrastructure and compliance measures, such as implementing and complying with the Cybersecurity and Infrastructure Security Agency’s guidelines and other burdensome recordkeeping, reporting, and auditing requirements. It may also require us to implement new processes, stop or restrict certain data transfers, alter the geographic scope of our operations, cease doing business with certain third parties or using certain tools or vendors, or change how data flows throughout our business, any of which could materially impact our business operations or hinder our ability to grow our business. Finally, non-compliance with the Data Security Program could result in significant civil or criminal penalties, which could materially adversely affect our business, financial condition, and results of operations.

Moreover, as a contractor to the Department of War (“DoW”), we are contractually required to protect “controlled unclassified information” and comply with the DoW’s cybersecurity requirements, including the security controls specified in the National Institute of Standards and Technology Special Publication 800-171 (“NIST SP 800-171”). Additionally, the DoW has finalized a rule requiring contractors to obtain Cybersecurity Maturity Model Certification (“CMMC”), with a phased rollout that will be completed by November 2028. CMMC incorporates the requirements of NIST SP 800-171 and will require all contractors to, depending on the type and sensitivity of the information handled and the type of contract, perform a self-assessment or receive specific third-party certifications. We will also be required to go through a CMMC recertification or new self-assessment process periodically. In addition, any obligations that may be imposed on us under the CMMC may be different from or in addition to those otherwise required by applicable laws and regulations, which may cause additional expense for compliance. Any failure to comply with the DoW’s cybersecurity requirements could restrict our ability to bid for, be awarded, and perform on DoW contracts, which could materially and adversely affect our business, financial condition, and results of operations. Failure to comply with these requirements may also subject us to bid protest challenges for the award of new contracts or False Claims Act allegations claiming damages to the government based on such non-compliance. Furthermore, in Europe, the EU General Data Protection Regulation (the “EU GDPR”) and the United Kingdom General Data Protection Regulation and Data Protection Act 2018 (the “UK GDPR”) impose stringent requirements for processing personal data of individuals within the European Economic Area (the “EEA”) and UK or in the context of activities within the EEA and the UK. The processing of sensitive personal data, such as health conditions, may impose heightened compliance burdens under the EU GDPR and UK GDPR. In addition, the EU GDPR and UK GDPR provide for breach reporting requirements, more robust regulatory enforcement, and greater penalties for non-compliance than previous data protection laws, including fines of up to €20 million / £17.5 million or 4% of a non-compliant company’s global annual revenue for the preceding financial year, whichever is greater. Further, the UK has adopted reforms to its data privacy and cybersecurity legal framework in its Data Use and Access Act 2025, which became law on June 19, 2025 and will introduce significant changes from the EU GDPR, which may lead to additional compliance costs and could increase overall risk exposure as businesses may no longer be able to take a unified approach across the EEA and the UK and may need to amend their processes and procedures to align with the new framework. Implementing mechanisms to endeavor to ensure compliance with the EU GDPR and the UK GDPR may be onerous and expose businesses to divergent parallel regimes that may be subject to potentially different interpretations and enforcement actions for certain violations and related uncertainty.

Among other requirements, the EU GDPR and UK GDPR regulate transfers of personal data to third countries outside the EEA or the UK, respectively, that have not been found to provide an adequate level of protection for such personal data, including the United States, and the efficacy and longevity of current transfer mechanisms between the EEA or UK, as applicable, and certain other jurisdictions, including the United States and China, remains uncertain. Although there are currently various mechanisms that may be used to transfer personal data from the EEA and UK to the United States in compliance with law, we expect the existing legal complexity and uncertainty regarding international personal data transfers to continue, and there is no guarantee that we can satisfy or rely on these measures to lawfully transfer personal data to the United States or other jurisdictions. In particular, transfers to the United States, China, and other jurisdictions that have not received an adequacy finding from the European Commission or the UK government will continue to be subject to enhanced scrutiny by regulators. As the regulatory guidance and enforcement landscape in relation to international data transfers continue to develop, we could suffer additional costs, complaints, and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which

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we operate, may have to stop using certain tools and vendors and make other operational changes; we may have to implement alternative data transfer mechanisms under the EU GDPR and UK GDPR and/or take additional compliance and operational measures; and/or it could otherwise affect the manner in which we operate our business, and could adversely affect our business, financial condition, and results of operations.

The laws, rules, and regulations relating to data privacy and data security are in some cases relatively new, the interpretation and application of these laws are uncertain, and we cannot ensure that our data privacy and data security policies and practices will be sufficient to protect us from claims, proceedings, liability, or adverse publicity relating to data privacy or our processing of Personal Information. Many of these laws and regulations are subject to change and their application may vary significantly across jurisdictions. Compliance may require us to modify our policies, procedures, and controls and increase our compliance costs and operational complexity. Any failure or perceived failure by us to comply with data privacy and data security laws, rules, regulations, industry standards, and other requirements could result in proceedings or actions against us by individuals, consumer rights groups, government agencies, or others. We could incur significant costs in investigating and defending such claims and, if found liable, pay significant damages or fines or be required to make changes to our business. Further, these proceedings and any subsequent adverse outcomes may subject us to significant negative publicity and an erosion of trust. Adverse legal rulings, legislation, or regulations related to such data privacy matters may also result in orders requiring that we change our practices, which could have an adverse effect on our products, services, and business. If any of these events were to occur, our business, financial condition, and results of operations could be materially adversely affected.

We and our third-party providers may experience cybersecurity incidents or related risks which may result in damage to our brand and reputation, material financial penalties, and legal liability, which could in turn materially adversely affect our business, financial condition, and results of operations.

We rely on computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business (collectively, “IT Systems”). We own and manage some of these IT Systems but also rely on third parties for a range of IT Systems and related products and services, including but not limited to cloud computing services. We and certain of our third-party providers collect, maintain, and process data about customers, employees, business partners, and others, including information about individuals, as well as intellectual property, proprietary, and other confidential information belonging to or otherwise used in our business such as trade secrets (collectively, “Confidential Information”).

We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity, operation, and availability of our IT Systems and Confidential Information, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers, and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), malfeasance or negligence by insiders, human or technological error, and as a result of malicious code embedded in open-source software or misconfigurations, bugs, or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT Systems, products, or services. The confidentiality, integrity, operation, and availability of our IT Systems and Confidential Information may also be adversely impacted by disruptions, failures, service outages, server malfunctions, software and hardware failure, or defective software or hardware updates, and other events that could have a serious impact on us. Because we make extensive use of third-party suppliers and service providers, such as cloud service providers that support our internal and customer-facing operations, successful cyberattacks, or other incidents that disrupt or result in unauthorized access to third-party IT Systems may materially impact our operations and financial results. If these third parties fail to adopt or adhere to adequate security practices, or their systems or networks are breached in the manner described above, our Confidential Information may be improperly accessed, used, or disclosed to unauthorized recipients, which can materially impact our business, financial condition, and results of operations and can r

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