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CORRESP
 1
 filename1.htm

 CORRESP

 Ambiq Micro, Inc.
 6500 River Place Blvd., Building 7 Suite 200
 Austin, Texas 78730 July 25, 2025
 VIA EDGAR U.S. Securities and Exchange
Commission Office of Manufacturing Division of Corporate
Finance 100 F Street, N.E. Washington, D.C. 20549
 Attn: Jay Ingram, Sarah Sidwell, Kevin Stertzel and Kevin Woody

 Re:
 Ambiq Micro, Inc.
 Registration Statement on Form S-1, as amended (File
 No. 333-288497) Request for Acceleration of Effective Date
 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Ambiq Micro, Inc. (the “ Company ”) hereby requests that the U.S. Securities and Exchange Commission (the “ Commission ”) accelerate the effective date
of the above-referenced Registration Statement on Form S-1 (as amended to date, the “ Registration Statement ”) and declare the Registration Statement effective as of 4:00 p.m. Eastern time, on
July 29, 2025, or as soon thereafter as possible, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission.
 Once the Registration Statement has been declared effective, please orally confirm that event with Christina Roupas of Cooley LLP at (312) 881-6670 or, in her absence, Courtney Tygesson of Cooley LLP at (312) 881-6680.
 Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company’s request for
acceleration of the effectiveness of the Registration Statement.

 Very truly yours,

 Ambiq Micro, Inc.

 /s/ Fumihide Esaka

 By:  Fumihide Esaka

 Title: Chief Executive Officer
 cc: 
 Fumihide Esaka, Ambiq Micro, Inc.
 Christina Roupas, Cooley LLP
 Courtney Tygesson, Cooley LLP
 Michael Platt, Cooley LLP
 Grady Chang, Cooley LLP
 Alan Denenberg, Davis Polk & Wardwell LLP

CORRESP
 1
 filename1.htm

 CORRESP

 BofA Securities, Inc.
 One Bryant Park New York, New York 10036
 UBS Securities LLC 1285 Avenue of the Americas
 New York, New York 10019 July 25, 2025
 VIA EDGAR U.S. Securities and Exchange
Commission Office of Manufacturing Division of Corporation
Finance Office of Finance 100 F Street, N.E.
 Washington, D.C. 20549

 Attn:

 Jay Ingram

 Sarah Sidwell

 Kevin Stertzel

 Kevin Woody

 Re:

 Ambiq Micro, Inc.

 Registration Statement on Form S-1, as amended (File No. 333-288497)

 Request for Acceleration of Effective Date

 Requested Date:   July 29, 2025

 Requested Time:    4:00 p.m., Eastern Time
 Ladies and Gentlemen:
 In accordance with Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), we, as representatives of the several
underwriters, hereby join in the request of Ambiq Micro, Inc. (the “ Company ”) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-288497) so that it becomes effective as of 4:00 p.m. Eastern time on July 29, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Cooley LLP,
request by telephone that such Registration Statement be declared effective. Pursuant to Rule 460 under the Act, we, as representatives
of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. We, the undersigned, as
representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule
 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.

 Very truly yours,
 BofA Securities, Inc. UBS Securities LLC
 As representatives of the several
 Underwriters listed in Schedule I of the Underwriting
Agreement

 By:

 BofA Securities, Inc.

 By:

 /s/ Michael Liloia

 Name: Michael Liloia

 Title: Director

 By:

 UBS Securities LLC

 By:

 /s/ Austin Gobbo

 Name: Austin Gobbo

 Title: Director

 By:

 /s/ Garrett Loeffelman

 Name: Garrett Loeffelman

 Title: Associate Director

 cc:
 Fumihide Esaka, Ambiq Micro, Inc.
 Scott Hanson, Ph.D., Ambiq Micro, Inc.
 Jeff Winzeler, Ambiq Micro, Inc.
 Christina T. Roupas, Cooley LLP
 Courtney M.W. Tygesson, Cooley LLP
 Michael Platt, Cooley LLP Alan
F. Denenberg, Davis Polk & Wardwell LLP Emily Roberts, Davis Polk & Wardwell LLP

 [ Signature Page to
Underwriters’ Acceleration Request ]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 10, 2025

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

 Re: Ambiq Micro, Inc.
 Amendment No. 2 to Draft Registration Statement on Form S-1
 Submitted on February 13, 2025
 CIK 0001500412
Dear Fumihide Esaka:

 We have reviewed your amended draft registration statement and have the
following
comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our June 21, 2022 letter.

Draft Registration Statement on Form S-1 filed on February 13, 2025
Business, page 79

1. We note disclosure regarding the importance of artificial intelligence
(AI) to your
 business. Please revise your business section to more fully discuss the
current state of
 AI and the potential obstacles to broad-based AI adoption. In addition,
more fully
 discuss the current state of AI regulation within the United States and
your other
 markets. Please also update your risk factor section as applicable.
 March 10, 2025
Page 2
Overview, page 79

2. We note your statement here and elsewhere that you are a "leading
provider of ultra-
 low-power semiconductor solutions". Please disclose the basis for such
 statement. Clarify the criteria on which you based this statement, such
as revenue or
 market share.
Employees, page 94

3. We note your disclosure that you have employees located in the US,
China, Taiwan
 and Singapore. Please clarify specifically your distribution of your
employees by
 location. Please refer to our prior comment 6 in our June 21, 2022
letter.
Principal Stockholders, page 120

4. We note the inclusion of Scott Goodwin as the Chief Financial Officer on
page
 95. Please advise as to why Scott Goodwin was excluded from the list of
Named
 Executive Officers within the table of Principal Stockholders.
Exhibits

5. Please file the material contracts required by Item 601(b)(10) of
Regulation S-K as
 exhibits to your registration statement. For example, we note references
to advisor
 agreements with Ms. Stevenson and Mr. Hill.

 Please 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 Sarah Sidwell at 202-551-4733 or Jay Ingram at
202-551-3397 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Courtney M.W. Tygesson
</TEXT>
</DOCUMENT>

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.

 FirstName LastNameFumihide Esaka
 Comapany NameAmbiq Micro, Inc.
 June 21, 2022 Page 2
 FirstName LastName
Fumihide Esaka
Ambiq Micro, Inc.
June 21, 2022
Page 2
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.

 FirstName LastNameFumihide Esaka
 Comapany NameAmbiq Micro, Inc.
 June 21, 2022 Page 3
 FirstName LastName
Fumihide Esaka
Ambiq Micro, Inc.
June 21, 2022
Page 3
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