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)

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:

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, 2022 to December 31, 2022, 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 2022 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 2022 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, 2022 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, 2022 is filed as Exhibit 1.01.

Section 2 — Exhibits

Item 2.01 Exhibits

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.

Exhibit 1.01

Conflict Minerals Report of Ambarella, Inc.

in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934

This is the Conflict Minerals Report for Ambarella, Inc. (“Ambarella”, “we”, “us”, “our”, or the “Company”), filed with the Securities Exchange Commission (SEC) in accordance with Rule 13p-1 (the “Rule”) under the Securities Exchange Act of 1934 (the “1934 Act”) for calendar year 2022. The Rule was adopted by the SEC to implement reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act). The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain conflict minerals that are necessary to the functionality or production of their products. “Conflict minerals” are defined as cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum, tungsten, and gold (3TG) for the purposes of this assessment.

The statements below are based on the activities performed to date in good faith by the Company and information available at the time of this filing.    

1.    Company Overview; Covered Products

Ambarella was incorporated in the Cayman Islands in 2004. We design, market and sell low-power system-on-chips (SoCs) offering high-resolution video compression, advanced image processing and artificial intelligence (AI) computer vision functionality. Ambarella’s SoC solutions are used in a variety of human and computer vision applications, including video security cameras, a variety of automotive cameras, cameras and sensors in industrial and robotic applications, wearable cameras, and drone cameras. We sell our SoC solutions to original equipment manufacturers (OEMs) of camera devices as well as to design manufacturers (ODMs) and other suppliers that support OEMs. During the 2022 calendar year, we sub-contracted to manufacture our SoC products containing 3TG minerals and the use of these minerals is necessary to the functionality or production of our SoC products.

2.    Supply Chain Overview

We operate our business based on a fabless semiconductor model. Accordingly, we rely on third parties, primarily located in Asia, for substantially all of our manufacturing operations, including wafer fabrication, assembly and testing of our SoC products. There are multiple tiers between our company and the mines that produce conflict minerals used in our products. Accordingly, we rely on our direct suppliers to provide information on the origin of the conflict minerals that are included in our products. All of our suppliers of conflict minerals have adopted a conflict minerals policy and due diligence framework based on the Organisation for Economic Co-operation and Development (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas.

3.    Due Diligence Program

Our due diligence processes and efforts have been developed in conjunction with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the related supplements for 3TG minerals. We designed our due diligence process to conform in all material respects with these guidelines. Our due diligence measures include:

Our conflict minerals project team responsible for conducting the due diligence is comprised of employees in our operations department, which is responsible for selecting and retaining relationships with our third-party vendors. Our due diligence process is overseen by executives from our operations and legal functions.

We have retained all relevant documentation from our reasonable due diligence measures to ensure the retention of relevant documentation.

4.    Reasonable Country of Origin Inquiry (RCOI) and RCOI Results

We conducted a survey of our active direct suppliers using a template from the Responsible Minerals Initiative (RMI), known as the Conflict Minerals Reporting Template. The template was developed to facilitate disclosure and communication of information regarding smelters that provide material to a company’s supply chain. It includes questions regarding a company’s conflict-free sourcing policy, engagement with its direct suppliers, and a listing of the smelters the company and its suppliers use. In addition, the template contains questions about the origin of conflict minerals included in their products, as well as due diligence undertaken by the supplier. We believe this template is widely used by companies in our industry for the purpose of conducting due diligence related to conflict minerals.

During the process of our review, we identified our direct suppliers who fell within the scope of our RCOI. We sent the Conflict Minerals Reporting Template to these direct suppliers and received responses from each of them. Each of our direct suppliers indicated that they had received data or information about the origin of 3TG minerals from all of their suppliers. Each of our direct suppliers also indicated that they reported all of the applicable smelter and refinery information in their response to our inquiry.

Based on our due diligence activities, our suppliers identified a total of 130 smelters and refiners from which 3TG minerals may have been sourced. All of our suppliers indicated that they do source some 3TG minerals from covered countries. Of the smelters and refiners identified by our suppliers as sourcing 3TG minerals from covered countries in the calendar year ended December 31, 2022, 99% have been certified as compliant with the Responsible Minerals Assurance Protocol (RMAP). The responses we received from our suppliers provided data at the supplier company level relative to the supplier, rather than at a level directly relating to a covered product that the supplier supplies to us. We were therefore unable to validate which of these smelters or refiners are actually in our supply chain.

5.    Audit of Supply Chain Due Diligence

As noted above, as a fabless semiconductor company we do not have a direct relationship with 3TG smelters and refiners, and we did not perform direct audits of the entities in our supply chain. As a downstream purchaser of materials and components that contain conflict minerals, our due diligence measures cannot provide absolute assurance regarding the source and chain of custody of the conflict minerals in our Covered Products. However, we do rely upon industry third-party audit programs such as RMI’s Responsible Minerals Assurance Protocol (RMAP). All of our direct suppliers indicated that they require their own direct suppliers to source 3TG minerals from smelters and refiners whose due diligence practices have been validated by an independent third-party independent audit program.

6.    Facilities Used to Process Conflict Materials

As noted above, the responses received from our suppliers provided data at the supplier company level relative to the supplier, rather than at a level directly relating to a covered product that the supplier supplies to us. As a result, we were unable to identify the specific smelters or refiners that were used to provide 3TG minerals contained in products supplied to us or to validate which of these smelters or refiners are actually in our supply chain.

However, based on the information we obtained from our suppliers, we believe that, to the best of our knowledge, the smelters and refiners listed in the table below may have been used to process the 3TG contained in our products manufactured in the calendar year ended December 31, 2022.