UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35667 AMBARELLA, INC. (Exact name of registrant as specified in its charter) Cayman Islands 98-0459628 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3101 Jay Street Santa Clara, California 95054 (Address of principal executive offices) (Zip Code) (408) 734-8888 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Ordinary Shares, $0.00045 Par Value Per Share AMBA The Nasdaq Global Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of ordinary shares of the Registrant outstanding as of June 1, 2021 was 36,278,551 shares. AMBARELLA, INC. QUARTERLY REPORT ON FORM 10-Q TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION 3 Item 1. Financial Statements 3 Unaudited Condensed Consolidated Balance Sheets at April 30, 2021 and January 31, 2021 3 Unaudited Condensed Consolidated Statements of Operations for the three months ended April 30, 2021 and 2020 4 Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three months ended April 30, 2021 and 2020 5 Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the three months ended April 30, 2021 and 2020 6 Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended April 30, 2021 and 2020 7 Notes to Unaudited Condensed Consolidated Financial Statements 8 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22 Item 3. Quantitative and Qualitative Disclosures About Market Risk 31 Item 4. Controls and Procedures 32 PART II. OTHER INFORMATION 32 Item 1. Legal Proceedings 32 Item 1A. Risk Factors 33 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 59 Item 6. Exhibits 59 Signatures 61 2 PART I – FINANCIAL INFORMATION ITEM 1. Financial Statements AMBARELLA, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) (unaudited) As of April 30, January 31, 2021 2021 ASSETS Current assets: Cash and cash equivalents $ 227,509 $ 241,274 Marketable debt securities 208,020 199,434 Accounts receivable, net 34,528 24,974 Inventories 33,120 26,081 Restricted cash 10 10 Prepaid expenses and other current assets 5,361 5,531 Total current assets 508,548 497,304 Property and equipment, net 6,308 5,530 Deferred tax assets, non-current 10,481 10,914 Intangible assets, net 17,291 18,703 Operating lease right-of-use assets, net 10,775 9,659 Goodwill 26,601 26,601 Other non-current assets 4,634 4,569 Total assets $ 584,638 $ 573,280 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable 20,644 21,124 Accrued and other current liabilities 44,897 48,126 Operating lease liabilities, current 2,992 2,911 Income taxes payable 700 962 Deferred revenue, current 770 844 Total current liabilities 70,003 73,967 Operating lease liabilities, non-current 8,475 7,525 Other long-term liabilities 14,866 16,812 Total liabilities 93,344 98,304 Commitments and contingencies (Note 13) Shareholders' equity: Preference shares, $0.00045 par value per share, 20,000,000 shares authorized and no shares issued and outstanding at April 30, 2021 and January 31, 2021, respectively — — Ordinary shares, $0.00045 par value per share, 200,000,000 shares authorized at April 30, 2021 and January 31, 2021, respectively; 36,273,343 shares issued and outstanding at April 30, 2021; 35,547,440 shares issued and outstanding at January 31, 2021 16 16 Additional paid-in capital 375,021 347,458 Accumulated other comprehensive income 792 1,219 Retained earnings 115,465 126,283 Total shareholders’ equity 491,294 474,976 Total liabilities and shareholders' equity $ 584,638 $ 573,280 See accompanying notes to condensed consolidated financial statements. 3 AMBARELLA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) (unaudited) Three Months Ended April 30, 2021 2020 Revenue $ 70,133 $ 54,645 Cost of revenue 26,368 22,625 Gross profit 43,765 32,020 Operating expenses: Research and development 37,874 34,200 Selling, general and administrative 16,027 13,435 Total operating expenses 53,901 47,635 Loss from operations (10,136) (15,615) Other income, net 593 1,278 Loss before income taxes (9,543) (14,337) Provision for income taxes 1,275 1,126 Net loss $ (10,818) $ (15,463) Net loss per share attributable to ordinary shareholders: Basic $ (0.30) $ (0.45) Diluted $ (0.30) $ (0.45) Weighted-average shares used to compute net loss per share attributable to ordinary shareholders: Basic 35,940,304 34,080,330 Diluted 35,940,304 34,080,330 See accompanying notes to condensed consolidated financial statements. 4 AMBARELLA, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited, in thousands) Three Months Ended April 30, 2021 2020 Net loss $ (10,818) $ (15,463) Other comprehensive loss, net of tax: Net unrealized losses on investments (427) (363) Other comprehensive loss, net of tax (427) (363) Comprehensive loss $ (11,245) $ (15,826) See accompanying notes to condensed consolidated financial statements. 5 AMBARELLA, INC. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (in thousands, except share data) (unaudited) Accumulated Outstanding Additional Other Ordinary Shares Paid-in Comprehensive Retained Shares Amount Capital Income Earnings Total Balance--January 31, 2021 35,547,440 $ 16 $ 347,458 $ 1,219 $ 126,283 $ 474,976 Issuance of shares through employee equity incentive plan 643,120 — 6,741 — — 6,741 Issuance of shares through employee stock purchase plan 82,783 — 3,694 — — 3,694 Stock-based compensation expense related to stock awards granted to employees and consultants — — 17,128 — — 17,128 Net unrealized losses on investments - net of tax — — — (427) — (427) Net loss — — — — (10,818) (10,818) Balance--April 30, 2021 36,273,343 $ 16 $ 375,021 $ 792 $ 115,465 $ 491,294 Accumulated Outstanding Additional Other Ordinary Shares Paid-in Comprehensive Retained Shares Amount Capital Income Earnings Total Balance--January 31, 2020 33,805,609 $ 15 $ 261,220 $ 768 $ 186,069 $ 448,072 Issuance of shares through employee equity incentive plan 478,643 — 6,463 — — 6,463 Issuance of shares through employee stock purchase plan 83,564 — 2,660 — — 2,660 Stock repurchase (25,719) — (1,000) — — (1,000) Stock-based compensation expense related to stock awards granted to employees and consultants — — 15,214 — — 15,214 Net unrealized losses on investments - net of tax — — — (363) — (363) Net loss — — — — (15,463) (15,463) Balance--April 30, 2020 34,342,097 $ 15 $ 284,557 $ 405 $ 170,606 $ 455,583 See accompanying notes to condensed consolidated financial statements. 6 AMBARELLA, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, in thousands) Three Months Ended April 30, 2021 2020 Cash flows from operating activities: Net loss $ (10,818) $ (15,463) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 2,883 2,872 Amortization (accretion) of premium (discount) on marketable debt securities, net 417 10 Stock-based compensation 18,842 16,036 Deferred income taxes 433 457 Other non-cash items, net (190) (38) Changes in operating assets and liabilities: Accounts receivable (9,554) (2,197) Inventories (7,039) 1,014 Prepaid expenses and other current assets 161 193 Other non-current assets (65) 351 Accounts payable (480) 5,679 Accrued and other current liabilities 1,969 (1,343) Income taxes payable (262) 58 Deferred revenue (74) 101 Operating lease liabilities (856) (689) Other long-term liabilities 86 598 Net cash provided by (used in) operating

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