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( Mark One ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31 , 2021 OR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_ to Commission File Number : 001-35667 Cayman Islands ( State or other jurisdiction of incorporation or organization ) 3101 Jay Street Santa Clara , California ( Address of principal executive offices ) Title of each class Ordinary Shares , $ 0.00045 Par Value Per Share AMBARELLA , INC . ( Exact name of registrant as specified in its charter ) Large accelerated filer Non - accelerated filer ☐ ☐ > 98-0459628 ( I.R.S. Employer Identification No. ) Registrant's telephone number , including area code : ( 408 ) 734-8888 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol AMBA Securities registered pursuant to Section 12 ( g ) of the Act : None 95054 ( Zip Code ) Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . YES > NO ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . YES □ NO É Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months and ( 2 ) has been subject to such filing requirements for the past 90 days . YES NO Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . YES NO □ Name of each exchange on which registered The Nasdaq Global Market Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of “ large accelerated filer , ” “ accelerated filer , ” “ smaller reporting company , ” and “ emerging growth company " in Rule 12b - 2 of the Exchange Act . Accelerated filer Smaller reporting company Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . YES □ NO The aggregate market value of the voting and non - voting ordinary shares held by non - affiliates of the Registrant as of July 31 , 2020 , was approximately $ 1.6 billion based upon the closing price reported for such date on the NASDAQ Global Market . For purposes of this disclosure , ordinary shares held by persons known to the Registrant ( based on information provided by such persons and / or the most recent schedule 13Gs filed by such persons ) to beneficially own more than 5 % of the Registrant's ordinary shares and ordinary shares held by officers and directors of the Registrant have been excluded because such persons may be deemed to be affiliates . This determination is not necessarily a conclusive determination for other purposes . Number of ordinary shares , $ 0.00045 par value , outstanding as of March 22 , 2021 : 36,248,731 shares . DOCUMENTS INCORPORATED BY REFERENCE Certain information is incorporated into Part III of this report by reference to the Proxy Statement for the Registrant's annual meeting of shareholders to be held on or about June 17 , 2021 to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10 - K .