UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
Ambarella, Inc.
(Exact name of the registrant as specified in its charter)
| Cayman Islands | 001-35667 | 98-0459628 | ||
| (State or other jurisdiction of | (Commission | (IRS Employer | ||
| incorporation or organization) | File Number) | Identification No.) |
| 3101 Jay Street, Santa Clara, California | 95054 | |
| (Address of principal executive offices) | (Zip code) |
Michael Morehead, General Counsel (408) 734-8888
(Name and telephone number, including area code, of the person to contact in connection with this report.)
Check the appropriate box to indicate the rule pursuant to which this form is being filed and provide the period to which the information in this form applies:
| ☑ | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023. |
INFORMATION TO BE INCLUDED IN THE REPORT
Section 1 - Conflict Minerals Disclosure
ITEM 1.01 – Conflicts Minerals Disclosure and Report
Conflict Minerals Disclosure
For the reporting period from January 1, 2023 to December 31, 2023, Ambarella, Inc., a Cayman Islands corporation, determined that certain “conflict minerals,” as defined in Section 1, Item 1.01(d)(3) of Form SD, are necessary to the functionality or production of the semiconductors that we contract to manufacture through third-party foundries. Accordingly, we conducted a reasonable country of origin inquiry to determine whether during calendar year 2023 our products contained conflict minerals that originated in the Democratic Republic of the Congo or certain adjoining countries, which we refer to collectively as the “covered countries.” We then conducted due diligence designed to conform to the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas in order to determine whether any of the conflict minerals used in our products during calendar year 2023 originated from any of the covered countries and whether these conflict minerals benefited, directly or indirectly, armed groups in any of the covered countries.
The Conflict Minerals Report of Ambarella, Inc., for the calendar year ended December 31, 2023 is filed herewith as Exhibit 1.01 and is accessible through our website at: https://investor.ambarella.com/financial-information/sec-filings. The website and information accessible through it are not incorporated into this document.
ITEM 1.02 – Exhibits
The Conflict Minerals Report for the calendar year ended December 31, 2023 is filed as Exhibit 1.01.
Section 2 — Exhibits
Item 2.01 Exhibits
| Exhibit No. |
Description | |
| 1.01 | Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.
| AMBARELLA, INC. | ||||||||
| Date: May 31, 2024 | By: | /s/ Michael Morehead | ||||||
| Michael Morehead | ||||||||
| General Counsel | ||||||||