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United States securities and exchange commission logo





                           June 21, 2022

       Fumihide Esaka
       Chief Executive Officer
       Ambiq Micro, Inc.
       6500 River Place Boulevard
       Building 7, Suite 200
       Austin, TX 78730

                                                        Re: Ambiq Micro, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Filed May 25, 2022
                                                            CIK 0001500412

       Dear Mr. Esaka:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 filed May 25, 2022

       Prospectus Summary, page 5

   1.                                                   We note your disclosure
on Page 5 that your Company has partnered with "world class
                                                        semiconductor foundry
partners," to outsource manufacturing of your products. According
                                                        to your disclosure in
the Risk Factors section on page 26, TSMC is the "only producer of
                                                        semiconductor wafers
that are used in [your] products." Please revise the statement to
                                                        clarify that the
Company currently partners with only one semiconductor foundry
                                                        manufacturer.
 Fumihide Esaka
FirstName  LastNameFumihide Esaka
Ambiq Micro,  Inc.
Comapany
June       NameAmbiq Micro, Inc.
     21, 2022
June 21,
Page 2 2022 Page 2
FirstName LastName
Summary Consolidated Financial Data
Non-GAAP Measures, page 14

2.       We note your Non-GAAP Net Loss and Non-GAAP gross profit metrics
include an
         adjustment for your warranty provision. It is unclear to us why you
believe adjusting for
         your warranty provision is appropriate, given that warranty matters
are a normal recurring
         cost associated with the production of goods and warranty matters are
ultimately cash
         settled. Please explain to us why you believe the adjustment is
appropriate or otherwise
         remove the adjustment from your non-GAAP measures. Refer to Item
10(e)(1)(ii) of
         Regulation S-K and also Question 100.01 of the Commission's Compliance
and
         Disclosure Interpretations for Non-GAAP Financial Measures for
guidance.
Risk Factors
Some of our end customer and other third-party agreements provide ..., page 21

3.       We note your disclosure that you hold various third-party development,
product
         collaboration, and tech licensing agreements with third parties.
Please disclose the scope
         and term of any material agreements and file them as exhibits to your
registration
         statement. In addition, include a discussion of the duration and scope
of the agreements
         that are material to your business.
Industry and Market Data, page 55

4.       Please tell us whether you commissioned any of the reports or studies
referenced in this
         section. With respect to the disclaimer regarding the disclosure
characterized as "Gartner
         content," please explain the basis for attempting to limit investors'
reliance on the
         information provided. In doing so, please indicate how management
assessed the
         reliability of the information and whether it has adopted this
information as management's
         belief.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Comparison of Year Ended December 31, 2021 and 2020, page 69

5.       Please expand you MD&A to quantify the individual factors that
contributed to the overall
         decrease or increase in your financial statement line items. For
instance, quantify the
         impact increased wafer fabrication costs and reduced yields on newer
products had on
         your overall decrease in gross margin.
Employees; Facilities, page 92

6.       We note your disclosure that you have employees located in the US,
China, Taiwan and
         Singapore, along with offices in Austin, Taiwan, and China. Please
clarify specifically
         where you have facilities and a distribution of your employees by
location.
 Fumihide Esaka
FirstName  LastNameFumihide Esaka
Ambiq Micro,  Inc.
Comapany
June       NameAmbiq Micro, Inc.
     21, 2022
June 21,
Page 3 2022 Page 3
FirstName LastName
Board Composition, page 95

7.       Please update your disclosures relating to the Board Composition,
including disclosing the
         currently authorized number of Directors, the composition of each
Class of Directors, and
         Committee assignments.
Principal Stockholders, page 117

8.       We note the inclusion of Paul Rolls as the Chief Revenue Officer on
page 93 and the
         summation of "All directors and executive officers as a group (9
persons)" within the table
         of Principal Stockholders. Please advise as to why Paul Rolls was
excluded from the list
         of Named Executive Officers within the table.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Kevin Stertzel at 202-551-3723 or Kevin Woody at
202-551-3629 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alex King at 202-551-8631 or Jay Ingram at 202-551-3397 with any other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Manufacturing
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