SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* KPCB XVI Associates, LLC (Last) (First) (Middle) C/O KLEINER PERKINS CAUFIELD & BYERS 2750 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/29/2025	3. Issuer Name and Ticker or Trading Symbol Ambiq Micro, Inc. [ AMBQ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	424,033	I	By: KPCB Holdings, Inc., as nominee(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred Stock	(3)	(3)	Common Stock	748,046	(3)	I	By: KPCB Holdings, Inc., as nominee(1)(4)
Series D Convertible Preferred Stock	(3)	(3)	Common Stock	98,958	(3)	I	By: KPCB Holdings, Inc., as nominee(1)(5)
Series E Convertible Preferred Stock	(6)	(6)	Common Stock	23,294	(6)	I	By: KPCB Holdings, Inc., as nominee(1)(7)
Series F Convertible Preferred Stock	(8)	(8)	Common Stock	194,618	(8)	I	By: KPCB Holdings, Inc., as nominee(1)(9)

1. Name and Address of Reporting Person* KPCB XVI Associates, LLC (Last) (First) (Middle) C/O KLEINER PERKINS CAUFIELD & BYERS 2750 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Kleiner Perkins Caufield & Byers XVI, LLC (Last) (First) (Middle) C/O KLEINER PERKINS CAUFIELD & BYERS 2750 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the accounts of such individuals and entities. The managing member of Kleiner Perkins Caufield & Byers XVI, LLC ("KPCB XVI") and KPCB XVI Founders Fund, LLC ("KPCB XVI Founders") is KPCB XVI Associates, LLC ("KPCB XVI Associates"). L. John Doerr, Beth Seidenberg, Randy Komisar, Theodore E. Schlein, and Wen Hsieh, the managing members of KPCB XVI Associates, exercise shared voting and dispositive control over the shares held by KPCB XVI and KPCB XVI Founders. Such managing members disclaim beneficial ownership of all shares held by KPCB XVI and KPCB XVI Founders except to the extent of their pecuniary interest therein.

2. Consists of 409,998 shares of Common Stock held by KPCB XVI and 14,035 shares held by KPCB XVI Founders.

3. The Series C Convertible Preferred Stock and Series D Convertible Preferred Stock are convertible on a one-for-one basis into Common Stock at any time at the Reporting Person's election and will convert automatically upon the closing of the Issuer's initial public offering and has no expiration date.

4. Consists of 723,286 shares of Common Stock issuable upon the conversion of Series C Convertible Preferred Stock held by KPCB XVI and 24,760 shares held by KPCB XVI Founders.

5. Consists of 95,683 shares of Common Stock issuable upon the conversion of Series D Convertible Preferred Stock held by KPCB XVI and 3,275 shares held by KPCB XVI Founders,

6. The Series E Convertible Preferred Stock is convertible into Common Stock at any time at the Reporting Person's election and will convert automatically immediately prior to the closing of the Issuer's initial public offering and has no expiration date. 22,594 outstanding shares of Series E Convertible Preferred Stock will automatically convert into 23,294 shares of Common Stock, immediately prior to the closing of the Issuer's initial public offering.

7. Consists of 22,523 shares of Common Stock issuable upon the conversion of Series E Convertible Preferred Stock held by KPCB XVI and 771 shares held by KPCB XVI Founders.

8. The Series F Convertible Preferred Stock is convertible into Common Stock at any time at the Reporting Person's election and will convert automatically immediately prior to the closing of the Issuer's initial public offering and has no expiration date. 171,064 outstanding shares of Series F Convertible Preferred Stock shall automatically convert into 194,618 shares of Common Stock, immediately prior to the closing of the Issuer's initial public offering.

9. Consists of 188,177 shares of Common Stock issuable upon the conversion of Series F Convertible Preferred stock held by KPCB XVI and 6,441 shares held by KPCB XVI Founders.

	/s/ Susan Biglieri, Chief Financial Officer	07/29/2025
	/s/ Susan Biglieri, Chief Financial Officer	07/29/2025
	** Signature of Reporting Person	Date
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