AMBARELLA INC

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based upon such evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that due to the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of July 31, 2024 at a reasonable assurance level. The material weakness did not result in a material misstatement to our interim consolidated financial statements for the period ended July 31, 2024.

Previously Identified Material Weakness in Internal Control Over Financial Reporting

As reported in Part II, Item 9A. “Controls and Procedures” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024, our management identified a material weakness in our internal control over financial reporting as of January 31, 2024, as we did not design and maintain effective controls over the accounting for income taxes. Specifically, we did not have tax personnel with the appropriate skills and level of experience to assess complicated tax matters, and we did not properly identify, risk assess, design and maintain effective controls related to the income tax provision, including controls related to the evaluation of tax deductions and recognition and measurement of deferred tax assets. This material weakness resulted in immaterial errors to the provision for income taxes, deferred tax assets, income taxes payable, and income tax disclosures which were adjusted in the Company’s consolidated financial statements for the fiscal year ended January 31, 2024. Additionally, this material weakness could result in a misstatement of the aforementioned account balances or disclosures that would result in a material misstatement in our annual or interim consolidated financial statements that would not be prevented or detected.

Remediation Plan Efforts

In order to remediate the material weakness described above, management continues to implement a remediation plan that includes strengthening our existing control activities with improved documentation standards, technical oversight and training, as well as implementing specific review procedures to enhance our income tax monitoring control. In the second quarter of fiscal year 2025, as part of strengthening our existing income tax controls, we hired a new tax director. As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address the material weakness, including but not limited to implementing further enhancements to existing control activities, as well as increasing our engagement of external subject matter experts on complex tax matters, as needed.

The material weakness described above will not be considered remediated until the internal controls described above have been implemented and operated effectively for a sufficient period of time for management to conclude, through testing, that they are effective.

Changes in Internal Control over Financial Reporting

Other than the remediation plan outlined above, there were no changes in the Company’s internal control over financial reporting during the quarter ended July 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Disclosure Controls and Internal Control over Financial Reporting

Because of their inherent limitations, our disclosure controls and procedures and our internal control over financial reporting may not prevent material errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to risks, including that the controls may become inadequate because of changes in conditions or that the degree of compliance with our policies or procedures may deteriorate.