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Item 1. Business

2023-03-29 compared with 2022-03-31 · 408 added, 192 removed, 35 unchanged (94% of the section changed)

Peraso Inc., together with its subsidiaries (“Peraso,” the “Company,” “we,” “our” or “us”), is a fabless semiconductor company focused on the development and sale of:

i) semiconductor devices and modules based on our proprietary semiconductor devices and ii) performance of non-recurring engineering, or NRE, services and licensing of intellectual property, or IP.

Our primary focus is the development of millimeter wavelength, or mmWave, wireless technology, for the 60 Gigahertz, or GHz, spectrum and for 5G cellular networks, or 5G.

Our mmWave products enable a range of applications, such as 5G with low latency and high reliability, as well as multi-gigabit, mmWave links over 25 kilometers.

Our mmWave products address consumer applications, such as wireless video streaming and untethered augmented reality and virtual reality, or AR/VR.

We also have a line of memory-denominated integrated circuits for high-speed cloud networking, communications, security appliance, video, monitor and test, data center and computing markets that deliver time-to-market, performance, power, area and economic benefits for system original equipment manufacturers, or OEMs.

Peraso Inc., together with its subsidiaries (“Peraso,”

the “Company,” “we,” “our” or “us”), is a fabless semiconductor company focused on

the development and sale of:

i) semiconductor devices and millimeter wavelength wireless

technology, or mmWave antenna modules based on its proprietary semiconductor devices and ii) performance of non-recurring engineering,

or NRE, services and licensing of intellectual property, or IP.

Our primary focus is the development of mmWave, which is generally

described as the frequency band from 24 Gigahertz, or GHz, to 300GHz.

Our mmWave products enable a range of applications,

including i) multi-gigabit point-to-point, or PtP, wireless links with a range of up to 25 kilometers and operating in the 60Ghz frequency

band, ii) multi-gigabit point-to-multi-point, or PtMP, links in the 60GHz frequency band used to provide fixed wireless access, or FWA,

services, iii) FWA in the 5G operating bands from 24GHz to 43GHz to provide multi-gigabit capability and low latency connections, and

iv) consumer applications, such as wireless video streaming and untethered augmented reality and virtual reality, or AR/VR.

also have a line of memory-denominated integrated circuits, or ICs, for high-speed cloud networking, communications, security appliance,

video, monitor and test, data center and computing markets that deliver time-to-market, performance, power, area and economic benefits

for system original equipment manufacturers, or OEMs.

Business Combination

We were formerly known as MoSys, Inc., or MoSys.

We were formerly

known as MoSys, Inc., or MoSys.

On September 14, 2021, we and our subsidiaries, 2864552 Ontario Inc.

and 2864555 Ontario Inc., entered into an Arrangement Agreement, or the Arrangement Agreement, with Peraso Technologies Inc., or Peraso Tech, a privately-held corporation existing under the laws of the province of Ontario, to acquire all of the issued and outstanding common shares of Peraso Tech, or the Peraso Shares, including those Peraso Shares to be issued in connection with the conversion or exchange of secured convertible debentures and common share purchase warrants of Peraso Tech, as applicable, by way of a statutory plan of arrangement, or the Arrangement, under the Business Corporations Act (Ontario).

On December 17, 2021, following the satisfaction of the closing conditions set forth in the Arrangement Agreement, the Arrangement was completed and we changed our name from MoSys to “Peraso Inc.” and began trading on the Nasdaq Stock Market, or the Nasdaq, under the symbol “PRSO.”

Industry Trends and Performance

MMWave and 5G

The demand for wireless services is increasing exponentially, therefore, wireless users and service providers will be required to eventually utilize higher frequency spectrum to meet the demand.

We believe the 5G wireless industry is the best and latest example of how and why mmWave is the future of wireless networks.

The 5G specification includes low, mid and mmWave frequencies.

There are significant expectations that 5G will significantly improve cellular network performance, as evidence by slogans as “10X the bandwidth” and “10X reduction in latency.” From our perspective, in reality, only part of the 5G specification truly offers such improvement, and we believe this is represented by mmWave.

mmWave is not without challenges, as mmWave signals do not typically travel as far as traditional wireless signals and are more attenuated by solid objects.

Mitigation strategies must be deployed, in particular with regards to the management of signal propagation.

Whereas traditional wireless devices utilize a broad, omni-antenna pattern, mmWave systems rely on phased array technology, which focusses the radio signal into a narrow beam to improve propagation characteristics.

Peraso is a global leader in implementing these sophisticated radio systems and is one of the few companies in the market that is successfully shipping phased array devices in mass production.

In terms of specific market opportunity, mmWave is a key differentiating update from 4G/LTE networks to 5G.

Within the 5G market, there are several primary applications for mmWave.

The initial target for Peraso is referred to as the fixed wireless access, or FWA, segment.

In this market segment, carriers provide their customers with a fixed wireless link to a base station or small cell, thus providing the customer with high-speed access to the Internet.

mmWave can provide download speeds of over 1 Gbps and upload speeds of several hundred megabits per second.

In addition, mmWave is a much cheaper alternative to fiber and allows carriers an additional advantage and competitive advantage against other access technologies, such as cable.

Additionally, Peraso 5G mmWave RF modules can be utilized in other applications, including hotspots, laptops and tablets.

and 2864555 Ontario Inc., entered

into an Arrangement Agreement, or the Arrangement Agreement, with Peraso Technologies Inc., or Peraso Tech, a privately-held corporation

existing under the laws of the province of Ontario, to acquire all of the issued and outstanding common shares of Peraso Tech, or the

Peraso Shares, including those Peraso Shares to be issued in connection with the conversion or exchange of secured convertible debentures

and common share purchase warrants of Peraso Tech, as applicable, by way of a statutory plan of arrangement, or the Arrangement, under

the Business Corporations Act (Ontario).

On December 17, 2021, following the satisfaction of the closing conditions set

forth in the Arrangement Agreement, the Arrangement was completed, and we changed

our name from MoSys to “Peraso Inc.” and began trading on The Nasdaq Stock Market, or the Nasdaq, under the symbol “PRSO.”

Certain previous shareholders of Peraso Tech elected to convert their Peraso Tech common stock into exchangeable shares in 2864555 Ontario

Inc., one of our wholly-owned subsidiaries.

These exchangeable shares, which can be converted into our common stock at the option of the

holder, are similar in substance to our common stock.

Industry Trends and Market Opportunities

The demand for wireless services is increasing

exponentially, and, as a result, the current low frequency spectrum (under 7GHz) is running out of capacity.

While service providers have

maximized the capacity of the available spectrum, demand continues to outpace supply.

We believe that mmWave spectrum will need to be

MmWave has been standardized for use in both licensed

and unlicensed applications.

In the licensed market, the 3rd Generation Partnership Project, or 3GPP, standards organizations have included

mmWave frequencies in the 5G specification, utilizing the frequency band from 24GHz to 43GHz.

The Institute of Electrical and Electronics

Engineers, or IEEE, has standardized mmWave in the unlicensed band from 57GHz to 71GHz.

We believe mmWave will soon be licensed on the

45GHz band in China.

A primary opportunity for the unlicensed product

line is the FWA market.

This market is primarily driven by wireless Internet service providers, or WISPs, in contrast to the licensed

market, which is primarily serviced by large telecommunications carriers such as AT&T, Verizon and T-Mobile.

Pursuant to the 2022

Fixed Wireless Access and Infrastructure and Devices report issued in September 2022 by

Mobile Experts Inc., the WISP market has been estimated to be 3.2M subscribers in 2023 .

The market is primarily served today

by traditional WiFi technology using the 2.4GHz and 5GHz bands.

From an equipment perspective, this worldwide market is historically serviced

by FWA original equipment manufacturers, or OEMs, such as Ubiquiti Inc., Cambium Networks, Ltd.

and SIA MikroTik.

WISPs are addressing

a segment of the broadband market not served by the traditional carriers, or, in some cases, underserved by the carriers.

has been helped in recent years with the advent of government incentives aimed at closing the so-called ‘digital divide’ between

urban and rural broadband access.

In the United States, such incentive programs include the Regional Digital Opportunity Fund, or RDOF,

the Broadband Equity, Access and Deployment, or BEAD, Program, and the Affordable Connectivity Program.

However, in addition to rural

markets, WISPs have begun offering services in large urban markets in the United States, such as Las Vegas, Los Angeles and Phoenix.

basic business premise is that the 60GHz spectrum is free, and WISPs can pass this cost savings on the customer and compete with more

traditional Internet access services, such as cable broadband or digital subscriber line, or DSL.

There are several other market opportunities

for 60GHz mmWave technology.

Such market opportunities include transportation safety, factory automation, military, and railway communications.

Our 60GHz products can also be applied to consumer

applications, as our technology can provide key advantages to this market.

For example, the data rates of our Versatus antenna module

product is 3Gbps, which is a good fit for high performance, 4K video for VR applications.

Additionally, VR requires very low latency;

Another benefit of 60GHz in the VR market, and in the streaming video market, is low interference.

A primary characteristic

of mmWave technology is the use of beamforming, which focuses the radio frequency, or RF, energy into a narrow beam.

Not only does this

provide improved range, it also provides physical isolation from other transmitters, and leads to reduced interference versus traditional

wireless technology.

Other high performance video applications include streaming, docking, surveillance, and AR.

Considering the licensed 5G market, there are

several primary applications for mmWave.

Our initial target is the FWA segment.

In this market segment, carriers provide their customers

with a fixed wireless link to a base station or small cell, thus providing the customer with high-speed access to the Internet.

can provide download speeds of over 1 Gbps and upload speeds of several hundred megabits per second.

In addition, mmWave is a much cheaper

alternative to installing fiber and allows carriers an additional advantage and competitive advantage against other access technologies,

such as cable broadband.

Additionally, our mmWave antenna modules can be utilized in consumer-premise applications, including hotspots,

laptops and tablets.

5G mmWave has support from major industry players.

Apple has incorporated mmWave wireless into all versions of the iPhone12 for sale in the US market.

The basic premise is common, which is the ever-increasing demand for bandwidth.

Verizon is the leading carrier in the US at deploying mmWave for both mobile and fixed wireless access.

The initial use case for cellular service providers is to provide their customer base (primarily smart phone customers) with continuity of network access in highly congested environments , such as sporting events, public beaches, music festivals or generally any large gathering where thousands of users are attempting to access the network simultaneously.

Peraso believes that mmWave will gain universal acceptance, as users will demand full continuity in terms of network access.

Below are some early examples of carriers deploying mmWave technology:

Major Japanese carriers, including NTT DOCOMO, KDDI, Rakuten and SoftBank deploy mmWave technology;

• June 8, 2021:

UScellular sets record with 5G mmWave links of 10 kilometers;

June 9, 2021:

the United States Department of Defense announces use of 5G mmWave for secure communications;

• June 11, 2021:

Verizon launches On Sit e , for the use of mmWave for on-premises, private 5G networks;

July 11, 2021:

Verizon announces expansion of 5G home - internet, fixed - wireless service using mmWave spectrum.

Longer term, we believe we are well positioned to address the mobile opportunity for mmWave, which is expected to present an order of magnitude increase in the total available market.

Our memory solutions deliver time-to-market, performance, power, area and economic benefits for system original equipment manufacturers, or OEMs.

Our primary product line is marketed under the Accelerator Engine name and comprises our Bandwidth Engine and Programmable HyperSpeed Engine IC products, which integrate our proprietary, 1T-SRAM high-density embedded memory and a highly-efficient serial interface protocol resulting in a monolithic memory IC solution optimized for memory bandwidth and transaction access performance.

Further performance benefits can be achieved to offload statistical, search or other custom functions using our optional integrated logic and processor elements.

As data rates and the amount of high-speed processing increase, critical memory access bottlenecks occur.

Our Accelerator Engine ICs dramatically increase memory accesses per second, removing these bottlenecks.

In addition, the serial interface and high-memory capacity reduce the board footprint, number of pins and complexity, while using less power.

Our primary focus is the development, marketing and sale of our mmWave products.

mmWave is generally described as the frequency band from 24 GHz to 300 GHz.

Apple has incorporated mmWave wireless into substantially all

versions of the iPhone for sale in the US market.

The basic premise is the ever-increasing demand for bandwidth.

Verizon is the leading

carrier in the US at deploying mmWave for both mobile and fixed wireless access.

The initial use case for cellular service providers is

to provide their customer base (primarily smart-phone customers) with continuity of network access in highly congested environments, such

as sporting events, public beaches, music festivals or generally any large gathering where thousands of users are attempting to access

the network simultaneously.

We believe that mmWave will gain universal acceptance, as users will demand full continuity in terms of network

access, and we are well positioned to address the mobile opportunity for mmWave, which is expected to present an order of magnitude increase

in the total available market.

mmWave is not without challenges, as mmWave signals

do not typically travel as far as traditional wireless signals and are more attenuated by solid objects.

Mitigation strategies must be

deployed, particularly with regard to the management of signal propagation.

Whereas traditional wireless devices utilize a broad, omni-antenna

pattern, mmWave systems rely on phased array technology, which focusses the radio signal into a narrow beam to improve propagation characteristics.

Peraso is a global leader in implementing these sophisticated radio systems and is one of the few companies in the market that is successfully

shipping phased array devices in mass production.

Our memory solutions deliver time-to-market,

performance, power, area and economic benefits for system original equipment manufacturers, or OEMs.

Our primary product line is marketed

under the Accelerator Engine name and comprises our Bandwidth Engine and quad-partition rate SRAM memory ICs, which integrate our proprietary,

1T-SRAM high-density embedded memory and a highly-efficient serial interface protocol resulting in a monolithic memory IC solution optimized

for memory bandwidth and transaction access performance.

Further performance benefits can be achieved to offload statistical, search or

other custom functions using our optional integrated logic and processor elements.

As data rates and the amount of high-speed processing

increase, critical memory access bottlenecks occur.

Our Accelerator Engine ICs dramatically increase memory accesses per second, removing

these bottlenecks.

In addition, the serial interface and high-memory capacity reduce the board footprint, number of pins and complexity,

while using less power.

Our primary focus is the development, marketing

and sale of our mmWave products.

Currently, there are two industry standards that incorporate mmWave technology for wireless communications:

(i) IEEE 802.11ad/ay and (ii) 3GPP Release 15-17 (commonly referred to as 5G).

We have developed and continue to develop products that conform to these standards.

Our first product line operates in the 60 GHz band and conforms to the IEEE 802.11ad standard.

This product line includes a baseband IC, including multiple variations of mmWave radio frequency, or RF, integrated circuits, or ICs, as well as associated antenna technology.

The second product line is currently in development and addresses the 5G mmWave opportunity.

Given our experience in the development of mmWave technology and devices, we believe 5G mmWave, is a logical adjacent market.

The first market targeted was the 60GHz IEEE 802.11ad market.

Our 60GHz IEEE802.11ad products had two very important advantages over traditional 2.4GHz and 5GHz Wi-Fi products:

very high data rates (up to 4.5 gigabits per second, or nGb/s) and low latency (less than 5 meters per second).

The first application that had traction was outdoor broadband.

This included applications such as point-to-point, or PtP, backhaul links or fixed wireless access, FWA, using point-to-multipoint links, or PtMP.

products using the 60GHz band are for this market.

As the spectrum is unlicensed (free), wireless carriers can provide services without having to spend significantly on wireless spectrum.

We are a leading supplier of semiconductors in the PtP and PtMP markets.

We are currently shipping to leading equipment suppliers in this space, as well as directly to service providers building their own equipment.

We believe our products and technology bring key advantages to the market.

First, our products support the spectrum from 66 GHz to 71 GHz.

We have developed and continue to develop products that

conform to these standards.

To date, we have not sold any 5G products.

Our first mmWave product

line operates in the 60 GHz band and conforms to the IEEE 802.11ad standard.

This product line includes a baseband IC, several variations

of mmWave radio frequency, or RF, ICs, as well as associated antenna technology.

The second product line addresses the 5G mmWave

Given our extensive experience in the development of mmWave technology, 5G mmWave, is a logical adjacent and larger

Our initial target market was the 60GHz IEEE 802.11ad

Our 60GHz IEEE802.11ad products had two very important advantages over traditional 2.4GHz / 5GHz Wi-Fi products:

data rates (up to 4.5 Gigabits per second, or Gb/s) and low latency, i.e., less than 5 milliseconds, or ms.

The first application that

had traction was outdoor broadband, including applications such as point-to-point, or PtP, backhaul links or FWA using point-to-multipoint,

or PtMP, links.

As the spectrum is unlicensed (free), wireless carriers can provide services without having to spend significantly on

wireless spectrum licenses.

These services are offered by WISPs.

The WISP market has seen significant growth over the last six years.

In the United States, the number of subscribers that WISP providers serve has grown from 4 million in 2016 to 6.7 million in 2022 and

could grow to 12.7 million subscribers in 2025, based on The 2021 Fixed-Wireless and Hybrid ISP Industry Report prepared by the

Carmel Group.

We are a leading supplier

of semiconductors in the PtP and PtMP markets.

We are currently shipping to leading equipment suppliers in this space, as well as directly

to service providers that are building their own equipment.

We believe we bring certain advantages to the market.

First, our products

support the spectrum from 66 GHz to 71GHz.

These are often referred to as channels 5 and 6 in the 802.11ad/ay specifications.

The key advantage in supporting these channels is that the signals are able to propagate much further than channels 1-4;

this is a result of significantly lower oxygen absorption at frequencies above 66 GHz.

Currently, customers have achieved links in the range of 25 kilometers, which we believe is substantially longer than any 60 GHz links achieved to date.

In the indoor area, the 802.11ad technology is ideal for high speed, low latency video applications.

In indoor environments, our products can support 3 Gb/s links with under 5ms of latency.

advantage in supporting these channels is that the signals are able to propagate much further than channels 1 through 4;

is a result of significantly lower oxygen absorption at frequencies above 66GHz.

To date, our FWA customers have achieved links in the

range of 25 kilometers, which is substantially longer than any past 60 GHz links.

In the indoor area, the 802.11ad

technology is ideal for high-speed, low-latency video applications.

In indoor applications, our products can support 3Gb/s links with

under 5ms of latency.

Example applications include:

• AR/VR links between the headset and the video console;

• Universal serial bus, or USB, video cameras for corporate video conferencing;

● AR/VR links between the headset and

the video console;

● USB video cameras for corporate video conferencing;

● wireless security cameras;

• Smart factory safety and surveillance.

We have developed a high-volume mmWave production test methodology using standard, low-cost production test equipment.

It has taken us several years to refine performance of this production test methodology, and we believe this places us in a leadership position in addressing the operational challenges of competitively producing and delivering mmWave products into high-volume markets.

mmWave modules

In 2021, we began producing and selling complete mmWave modules.

The primary advantage provided by a module is that the silicon and the antenna are integrated into a single device.

A differentiating characteristic of mmWave technology is that the RF amplifiers must be as close as possible to the antenna to minimize loss.

By providing a module, we can guarantee the performance of the amplifier to antenna interface, which simplifies the RF design engineering, facilitating more opportunities for companies that have not provided RF - type systems, as well as shortening the time to market for new product s .

It is possible for third parties to provide module products, but, given our significant mmWave antenna technology and intellectual property portfolio, we believe it enables us to provide a highly competitive solution, as we own the module technology and produce the significant module components.

● smart factory safety and

surveillance.

We are a leader in the production of

mmWave devices and have pioneered a high-volume mmWave production test methodology using standard low-cost production test equipment.

It has taken us several years to refine performance of this production test methodology, and we believe this places us in a leadership

position to address the operational challenge of delivering mmWave products into high-volume markets.

mmWave Antenna Modules

In the second half of 2021, we augmented

our business model to produce and sell complete mmWave antenna modules.

The primary advantage provided by our antenna modules is that

our proprietary mmWave ICs and the antenna are integrated into a single device.

A differentiating characteristic of mmWave technology is

that the RF amplifiers must be as close as possible to the antenna to minimize loss.

By providing a module, we can

guarantee the performance of the amplifier/antenna interface and simplify our customer’s RF design engineering,

facilitating more opportunities for new companies that have not provided RF-type systems, as well as shortening the time to market

for new products.

It is possible for third parties to provide competitive module products, but, because we utilize our mmWave ICs

and incorporate our proprietary mmWave antenna IP, we can provide a highly-competitive solution based on our internally-owned and developed

module components.

During 2022, we launched our PERSPECTUS family

of mmWave antenna modules to enable WISPs to offer high-capacity FWA networks in the unlicensed 60-GHz spectrum.

The PERSPECTUS product

family includes a new generation of integrated 60-GHz mmWave antenna modules and enhanced software for PtMP FWA applications.

Our PERSPECTUS

products allow rapid development of low-cost network equipment utilizing over 14 GHz of spectrum to provide multi-gigabit access services.

Leveraging our integrated phased-array antennas and operating in the upper channels of the band, link ranges from 1.5 kilometers up to

extended ranges of 30 kilometers can be achieved using a parabolic reflector.

Accelerator Engines

Our Accelerator Engine IC products are targeted for FPGA-based systems and include the Bandwidth Engine, which is targeted for high-performance applications where throughput is critical, and the Programmable HyperSpeed Engine, which combines the features of the Bandwidth Engine with 32 RISC processors to allow user-defined functions or algorithms to be embedded in the Programmable HyperSpeed Engine.

The target applications for our memory ICs include a broad range of markets, including test and measurement, 5G networks, router, switching, security, computational storage, database acceleration, Big Data, aerospace and defense, advanced video, high-performance computing, machine learning and AI and other data-driven areas.

The Bandwidth Engine is a memory-dominated IC that has been designed to be a high-performance companion IC to packet processors.

While the Bandwidth Engine primarily functions as a memory device with a high-performance and high-efficiency interface, it also can accelerate certain processing operations by serving as a co-processor element.

Our Bandwidth Engine ICs combine:

(1) our proprietary high-density, high-speed, low latency embedded memory, (2) our high-speed serial interface technology, or SerDes, (3) an open-standard interface protocol and (4) intelligent access technology.

We believe an IC combining our 1T-SRAM memory and serial interface with logic and other intelligence functions provides a system-level solution and significantly improves overall system performance at lower cost, size and power consumption.

Our Bandwidth Engine ICs can provide up to and over 6.5 billion memory accesses per second externally and 12 billion memory accesses per second internally, which we believe is more than three times the performance of current memory-based solutions.

They also can enable system designers to significantly narrow the gap between processor and memory IC performance.

Our customers that design Bandwidth Engine ICs onto the line cards in their systems will re-architect their systems at the line-card level and use our product to replace traditional memory solutions.

When compared with existing commercially available solutions, our Bandwidth Engine ICs may:

provide up to four times the performance;

reduce power consumption by approximately 50%;

Our memory products comprise

our Accelerator Engine ICs, which include our Bandwidth Engine and quad-partition rate SRAM memory ICs.

Bandwidth Engine

The Bandwidth Engine is a

memory-dominated IC that was designed to be a high-performance companion IC to packet processors and is targeted for high-performance

applications where throughput is critical.

While the Bandwidth Engine primarily functions as a memory device with a high-performance and

high-efficiency interface, it also can accelerate certain processing operations by serving as a co-processor element.

Our Bandwidth Engine

(1) our proprietary high-density, high-speed, low latency embedded memory, (2) our high-speed serial interface

technology, or SerDes, (3) an open-standard interface protocol and (4) intelligent access technology.

We believe an IC combining

our 1T-SRAM memory and serial interface with logic and other intelligence functions provides a system-level solution and significantly

improves overall system performance at lower cost, size and power consumption.

Our Bandwidth Engine ICs can provide up to and over 6.5 billion

memory accesses per second externally and 12 billion memory accesses per second internally, which we believe is more than three times

the performance of current memory-based solutions.

They also can enable system designers to significantly narrow the gap between processor

and memory IC performance.

Our customers that design Bandwidth Engine ICs onto the line cards in their systems will re-architect their

systems at the line-card level and use our product to replace traditional memory IC solutions, such as dynamic random access, or DRAM,

and static random access memory, or SRAM, ICs.

When compared with existing commercially available DRAM and SRAM IC solutions, our Bandwidth

Engine ICs may:

● provide up to four times the

● reduce power consumption by

approximately 50%;

● reduce cost by greater than

result in a dramatic reduction in IC pin counts on the line card.

Our Bandwidth Engine 2 IC products contain 576 megabits, or Mb, of memory and use a SerDes interface with up to 16 lanes operating at up to 12.5Gbps per lane.

● result in a dramatic reduction

in IC pin counts on the line card.

Our Bandwidth Engine 2 IC

products contain 576 megabits, or Mb, of memory and use a SerDes interface with up to 16 lanes operating at up to 12.5 Gbps per lane.

We have been shipping our Bandwidth Engine 2 IC products since 2013.

Our Bandwidth Engine 3 IC products contain 1152Mb of memory and use a SerDes interface with up to 16 lanes operating at up to 25Gbps per lane.

Our Bandwidth Engine 3 ICs target support for packet-processing applications with up to five billion memory single word accesses per second, as well as burst mode to enable full duplex buffering up to 400 Gbps for ingress, egress and oversubscription applications.

The devices provide benefits of size, power, pin count and cost savings to our customers.

Our Programmable HyperSpeed Engine IC products further leverage our proven serial interface technology and high-density integrated memory with the processor engine architecture to enable high-speed customizable

search, security, and data analysis functions for networking, security, and data center applications, as well as new markets such as video and compute acceleration.

The product architecture features 32 search-optimized processor engines, data flow schedulers, and over a terabit of internal access bandwidth.

The device leverages our GCI interface technology and high-density integrated memory (1152Mb of 1T-SRAM embedded memory).

Our quad partition rate, or QPR, family of low cost, ultra-high speed SRAM memory devices features an architecture that allows for parallel accesses to multiple partitions of the memory simultaneously and allows access of up to 576 bits per read or write cycle.

The QPR device includes four independent partitions per input/output and each partition functions as a stand-alone random-access SRAM.

The high-performance interface, larger density and the multiple partitions work together to support multiple independent functional blocks within an FPGA with one QPR device.

The MoSys MSQ220 and MSQ230 QPR devices are ideally suited for random-access applications.

We also offer an optional FPGA RTL memory controller to simplify the interface to its high capacity 567Mb or 1Gb devices.

We also offer an RTL memory controller that presents an SRAM-like interface to simplify the QPR design effort.

Our Bandwidth Engine 3 IC

products contain 1152 Mb of memory and use a SerDes interface with up to 16 lanes operating at up to 25 Gbps per lane.

Our Bandwidth Engine

3 ICs target support for packet-processing applications with up to five billion memory single word accesses per second, as well as burst

mode to enable full duplex buffering up to 400 Gbps for ingress, egress and oversubscription applications.

The devices provide benefits

of size, power, pin count, and cost savings to our customers.

Our quad partition rate, or

QPR, family of low cost, ultra-high speed SRAM memory devices are optimized for FPGA-based systems.

Our QPR memory technology features

an architecture that allows for parallel accesses to multiple partitions of the memory simultaneously and allows access of up to 576 bits

per read or write cycle.

The QPR device includes four independent partitions per input/output and each partition functions as a stand-alone

random-access SRAM.

The high-performance interface, larger density and the multiple partitions work together to support multiple independent

functional blocks within an FPGA with one QPR device.

Our MSQ220 and MSQ230 QPR devices are ideally suited for random-access applications.

Research and Development

Our ability to compete in the future depends on successfully improving our technology to meet the market’s increasing demand for higher performance and lower cost solutions.

Development of new IC products requires specialized chip design and product engineers, as well as significant fabrication and testing costs, including mask costs.

We have over 12 years’ worth of technical know-how in the design and manufacturing of mmWave technology.

Our ability to compete in the future depends

on successfully improving our technology to meet the increasing demand for higher performance and lower cost solutions.

Development of

new IC products requires specialized chip design and product engineers, expensive computer-aided design software licenses, and significant

fabrication and testing costs, including mask costs.

We have over 14 years of technical know-how in the design and manufacturing

of mmWave technology.

The most important aspect of this knowledge is knowing how mmWave circuits will perform in a real-world environment.

Traditionally, semiconductor design utilizes sophisticated computer-aided design tools to simulate the performance of a device that is manufactured at a specific semiconductor manufacturing plant.

Traditionally, semiconductor design utilizes sophisticated computer-aided design software to simulate the performance of a device that

is manufactured at a specific semiconductor manufacturing plant.

However, mmWave is extremely difficult to model precisely.

Therefore, the only path to understand how well a device will perform is to produce the device and test it in a real-world application.

Over the last decade, many companies have attempted to develop mmWave semiconductor devices, however, given that the devices had inconsistent or weak performance, a number of them were unsuccessful and abandoned their design and product development efforts.

At a system level, there are additional technical challenges presented by mmWave technology that Peraso has overcome and form a key part of the internal know-how of Peraso.

For example, a key technology of mmWave is the concept of beamforming and beam steering using a phased array antenna.

This technology is utilized to concentrate the RF energy into a narrow beam to improve the range and coverage of mmWave devices.

We have developed effective of beamforming and beam steering technology for phased array circuits and antennas.

While there are many academic examples of successful phased array implementations, there is a vast barrier between a “laboratory” version of phased array technology and a version that is deployed for commercial use.

One such aspect is the implementation of the beamforming procedure, which seeks to maximize throughput and do so while not impacting latency.

While the details of achieving this are complex, it is important-intellectual property that we have gained through real - world experience.

With regard to our memory products, we do not have internal resources to develop new, memory IC products, and do not intend to expend any development efforts to develop new memory products.

That said, we believe our Accelerator Engine IC products will provide us with meaningful revenue and gross margin contributions for the foreseeable future.

We intend to continue to devote substantially all of our research and development efforts toward further expanding our mmWave technology portfolio.

the only path to understand how well a device will perform is to produce the device and test it in a real-world application.

last decade, many companies have attempted to develop mmWave semiconductor devices, however, given that the devices had inconsistent or

weak performance, a number of the companies were unsuccessful and abandoned their design and product development efforts.

As an example

of our leadership and expertise in the development of mmWave technology, we were an active participant in the development of the IEEE

802.11ay wireless specification and, to date, have been granted nine essential claims patents with respect to this standard.

At a system level, there are additional technical

challenges presented by mmWave technology that we have overcome and form a key part of our internal know-how.

For example, a key technology

of mmWave is the concept of beamforming and beam steering using a phased array antenna.

This technology is utilized to concentrate the

RF energy into a narrow beam to improve the range and coverage of mmWave devices.

We have developed effective beamforming and beam steering

technology for phased array circuits and antennas.

While there are many academic examples of successful phased array implementations,

there is a vast barrier between a “laboratory” version of phased array technology and a version that is deployed for commercial

One such aspect is the implementation of the beamforming procedure, which seeks to maximize throughput and do so while not impacting

While the details of achieving this are complex, it is important-intellectual property that we have gained through real-world

With regard to our memory products, we do not

have internal resources to develop new, memory IC products, and do not intend to expend any development efforts or funds to develop new

memory products.

That said, we believe our Accelerator Engine IC products will provide us with meaningful revenue and gross margin contributions

through at least the end of 2024.

We intend to continue to devote substantially all of our research and development efforts toward further

expanding our mmWave technology portfolio and expanding our product offerings.

Sales and Marketing

In addition to our direct sales personnel, we sell through sales representatives and distributors in the United States and Asia.

During 2020, we entered into new distribution relationships with Arrow Electronics and DigiKey Electronics, which are two of the largest worldwide IC distributors.

These distributors have a global presence with offices and technical selling and applications engineering capabilities, which we believe will enable us to reach new potential customers for our products.

We also have applications engineers who support our customer engagements and engage with the customers’ system architects and designers to propose and implement our IC and IP solutions to address system design challenges and improve performance.

In the markets we serve, the time from a design win to production volume shipments of our IC products can range from 12 to 36 months.

Networking, wireless and wired communication and security appliance systems can have a product life from a few years to over 10 years once a product like ours has been designed into the system.

Historically, our revenue has been highly concentrated, with a few customers accounting for a significant percentage of our total revenue.

During the year ended December 31, 2021, three customers accounted for 10% or more of our net revenues, including CEAC International Limited at 48%, WeLink Communications LLC at 19% and Alltek Technology Corp at 12%.

During the year ended December 31, 2020, three customers accounted for 10% or more of our net revenues, including Ubiquiti Inc.

at 55%, XCOM Labs, Inc.

at 27% and Alltek Technology Corp at 12%.

In addition to our direct sales personnel, we

sell through sales representatives and distributors in the United States, Asia and Europe.

Our distributors have a global presence with

offices and technical selling and applications engineering capabilities, which we believe will enable us to reach new potential customers

for our products.

We also have applications engineers who support

our customer engagements and engage with the customers’ system architects and designers to propose and implement our products and

solutions to address system design challenges and improve performance.

In the markets we serve, the time from a design

win to production volume shipments of our IC products can range from 12 to 36 months.

Networking, wireless and wired communication and

security appliance systems can have a product life from a few years to over 10 years once a product like ours has been designed into the

Historically, our revenue has been highly concentrated, with a few customers accounting for a significant percentage of our total

During the year ended December 31, 2022, four

customers accounted for 10% or more of our net revenues, including Nokia Corporation at 26%, WeLink Communications LLC, or WeLink, at

21%, CEAC International Limited, or CEAC, a distributer selling to Ubiquiti Inc., at 16%, and F5, Inc.

During the year ended December

31, 2021, three customers accounted for 10% or more of our net revenues, including CEAC at 48%, WeLink at 19% and Alltek Technology Corp.,

a distributer selling to Ubiquiti Inc., at 11%.

Intellectual Property

We regard our patents, copyrights, trademarks, trade secrets and similar intellectual property as critical to our success and rely on a combination of patent, trademark, copyright, and trade secret laws to protect our proprietary rights.

As of December 31, 2021, we held 105 United States and 55 foreign patents on various aspects of our mmWave, antenna, memory and other technology, with expiration dates ranging from 2022 to 2040.

We regard our patents, copyrights, trademarks,

trade secrets and similar intellectual property as critical to our success and rely on a combination of patent, trademark, copyright,

and trade secret laws to protect our proprietary rights.

As of December 31, 2022, we held 95 United States

patents and 59 foreign patents on various aspects of our mmWave, antenna, memory and other technology, with expiration dates ranging from

2025 to 2041.

We also held 15 pending patent applications in the United States and abroad.

There can be no assurance that others will not independently develop or patent similar or competing technology or design around any patents that may be issued to us, or that we will be able to successfully enforce our patents against infringement by others.

We were also an active participant in the development of the IEEE 802.11ay wireless specification and, to date, have been granted nine essential claims patents with respect to this standard.

Essential claims patents are of particular value as a specification cannot be implemented without violating the patents.

The semiconductor industry is characterized by frequent litigation regarding patent and other intellectual property rights.

Our IC customers, licensees or we might, from time to time, receive notice of claims that we have infringed patents or other intellectual property rights owned by others.

Our successful protection of our patents and other intellectual property rights and our ability to make, use, import, offer to sell, and sell products free from the intellectual property rights of others are subject to a number of factors, particularly those described in Part I, Item 1A, “Risk Factors.”

mmWave circuit and system design is a highly specialized engineering skill, as well as a challenging technology to ship in mass production.

At frequencies above 24 GHz, circuits are extremely vulnerable to small variances in the semiconductor manufacturing process.

Designing circuits that minimize susceptibility to these variances takes years of practice, and we believe we are one of the few companies in the world that is skilled in mmWave design.

Further, we have shipped mmWave devices in volume, and ensuring all devices sold adhere to strict performance standards is a core competency we have developed.

In addition, we have developed our own mmWave phased array antenna technology, which allows us to be highly competitive in terms of overall system cost.

Our customers do not need to engage with third-party antenna suppliers, thus eliminating the additional cost for a third-party antenna.

IEEE 802.11ad/ay Market:

Our primary competitor in the IEEE802.11ad/ay market is Qualcomm.

There can be no assurance that others will

not independently develop or patent similar or competing technology or design around any patents that may be issued to us, or that we

will be able to successfully enforce our patents against infringement by others.

We were also an active participant in the development

of the IEEE 802.11ay wireless specification and, to date, have been granted nine essential claims patents with respect to this standard.

Essential claims patents are of particular value as a specification cannot be implemented without obtaining a license to the patents from

The semiconductor industry is characterized by

frequent litigation regarding patent and other intellectual property rights.

Our IC customers, licensees or we might, from time to time,

receive notice of claims that we have infringed patents or other intellectual property rights owned by others.

Our successful protection

of our patents and other intellectual property rights and our ability to make, use, import, offer to sell, and sell products free from

the intellectual property rights of others are subject to a number of factors, particularly those described in Part I, Item 1A, “Risk

mmWave circuit and system design is a highly

specialized engineering skill, as mmWave is a challenging technology to ship in mass production.

At frequencies above 24GHz, circuits

are extremely vulnerable to small variances in the semiconductor manufacturing process.

Designing circuits that minimize susceptibility

to these variances takes years of development, and we believe we are one of the few companies in the world that is skilled in mmWave design.

Further, we have shipped mmWave devices in volume, and ensuring all devices sold adhere to strict performance standards is a core competency

we have developed.

In addition, we have developed our own mmWave phased array antenna technology, which allows us to be highly competitive

in terms of overall system cost.

Our customers do not need to engage with third-party antenna suppliers, thus eliminating the additional

cost for a third-party antenna.

Unlicensed IEEE 802.11ad/ay Market:

Our primary competitor in the IEEE802.11ad/ay

market is Qualcomm.

The primary benefit that we provide to the market is the support of the higher frequency bands from 66GHz to 71GHz.

The advantage at these frequencies is that oxygen attenuation is significantly reduced, and signals can travel much further.

We also have key points of differentiation compared to Qualcomm for wireless video devices.

We are well positioned in this market, as we have USB 3.0 built into our devices, so our products generally support USB architectures.

We also have key points of differentiation compared

to Qualcomm for wireless video devices.

We are well positioned in this market, as we have USB 3.0 built into our devices, so our products

generally support USB architectures.

A prime example is the replacement of the USB cable with a wireless version using our technology.

There are many applications where this can be of use, including USB web cams, wireless displays, and AR/VR headsets.

We have invested significant software resources into providing the market with wireless USB solutions, and we believe there is no other mmWave vendor in the world that can offer multi-gigabit solutions as a replacement for wired USB.

With 5G, our efforts are focused on the mmWave RF front-end phased array component of the system.

This focus is in contrast to the IEEE solution, in which Peraso provides a baseband device as well as an mmWave RF front-end phased array device.

The 5G product instantiation is an RF module that embraces a broad swath of intellectual property that establishes a substantial moat to potential competitors.

We have invested

significant software resources into providing the market with wireless USB solutions, and we believe there is no other mmWave vendor in

the world that can offer multi-gigabit solutions as a replacement for wired USB.

Licensed 5G Market:

With 5G, our efforts are focused on the mmWave

RF front-end phased array component of the system.

The 5G product instantiation is an RF module utilizing our proprietary intellectual

Key elements of our mmWave intellectual property include:

1 unchanged sentence

● phased-array antenna;

• in-system circuit calibration, beam forming, real-time system monitoring.

From a competitive perspective, we are currently the only pure - play, 5G vendor to offer a dual-band (28/39GHz) RF solution for the FWA market.

Qualcomm does offer a 5G RF solution for the FWA market, however its solution is based on aggregating its mobile RF solution, which requires several compromises in terms of cost, performance, and power consumptio n .

With an initial focus on fixed wireless access, we can derive advantages by optimizing our silicon for that specific market.

Furthermore, we have experienced initial success in the unlicensed, 60 GHz, FWA market, and we believe we will be able to transfer all of our knowledge gained from the 60 GHz market to the 5G market.

However, this market opportunity is more competitive, and potential competitors, in addition to Qualcomm, include Mediatek and Samsung Electronics Co., Ltd., or Samsung.

The markets for our memory products are highly competitive.

● in-system circuit calibration, beam forming, real-time system

From a competitive perspective, we believe we

are currently the only pure-play, 5G vendor to offer a dual-band (28/39GHz) RF solution for the FWA market.

Qualcomm does offer a 5G RF

solution for the FWA market, however its solution is based on aggregating its mobile RF solution, which requires several compromises in

terms of cost, performance, and power consumption.

With an initial focus on fixed wireless access, we can derive advantages by optimizing

our silicon for that specific market.

Furthermore, we have achieved traction in the unlicensed, 60GHz, FWA market, and we believe we will

be able to transfer all of our knowledge gained from the 60GHz market to the 5G market.

However, this market opportunity is more competitive,

and potential competitors, in addition to Qualcomm, include MediaTek Inc.

and Samsung Electronics Co., Ltd., or Samsung.

The markets for our memory products are highly

We believe that the principal competitive factors are:

5 unchanged sentences

level of technical support provided.

We believe that our products compete favorably with respect to each of these criteria.

Our proprietary 1T-SRAM embedded memory and high-speed serial interface IP can provide our Accelerator Engine ICs with a competitive advantage over alternative devices.

Alternative solutions are either DRAM or SRAM-based and can support either the memory size or speed requirements of high-performance networking systems, but generally not both.

DRAM solutions provide a significant amount of memory at competitive cost, but DRAM solutions do not have the required fast access and cycle times to enable high-performance.

The DRAM solutions currently used in networking systems include RLDRAM from Micron Technology, Inc., or Micron, LLDRAM from Renesas, DDR from Samsung, Micron and others, and HBM, which is stacked DRAM memory from Samsung and SK Hynix.

SRAM solutions can meet high-speed performance requirements, but often lack adequate memory size.

The SRAM solutions currently used in networking systems primarily include QDR or similar SRAM products from Cypress Semiconductor Corporation and GSI Technology, Inc.

Most of the currently available SRAM and DRAM solutions use a parallel, rather than a serial interface.

To offset these drawbacks, system designers generally must use more discrete memory ICs, resulting in higher power consumption and greater utilization of space on the line card.

Our competitors include established semiconductor companies with significantly longer operating histories, greater name recognition and reputation, large customer bases, dedicated manufacturing facilities and greater financial, technical, sales and marketing resources.

This may allow them to respond more quickly than us to new or emerging technologies or changes in customer requirements.

We believe that our products compete favorably

with respect to each of these criteria.

Our proprietary 1T-SRAM embedded memory and high-speed serial interface IP can provide our Accelerator

Engine ICs with a competitive advantage over alternative devices.

Our Accelerator Engine ICs compete with embedded memory solutions, stand-alone

memory ICs, including both DRAM and SRAM ICs, application-specific, or ASICs, designed by customers in-house to meet their system requirements,

and network processing units, or NPUs, that use significant internal memory and customer-designed software to implement tasks.

DRAM solutions primarily include RLDRAM from Micron Technology, Inc., or Micron, LLDRAM from Renesas, DDR from Samsung, Micron and

others, and high-bandwidth memory, or HBM, which is stacked DRAM memory from Samsung and SK Hynix.

SRAM solutions can meet high-speed

performance requirements, but often lack adequate memory size.

Competitive SRAM solutions primarily include QDR or similar SRAM products

from Infineon Technologies AG and GSI Technology, Inc.

Most of the currently available SRAM and DRAM solutions use a parallel, rather

than a serial interface.

To offset these drawbacks, system designers generally must use more discrete memory ICs, resulting in higher

power consumption and greater utilization of space.

Our competitors include established semiconductor companies with significantly

longer operating histories, greater name recognition and reputation, large customer bases, dedicated manufacturing facilities and greater

financial, technical, sales and marketing resources.

This may allow them to respond more quickly than us to new or emerging technologies

or changes in customer requirements.

Generally, customers prefer suppliers with greater financial resources than we have currently.

Many of our competitors also have significant influence in the semiconductor industry.

They may be able to introduce new technologies or devote greater resources to the development, marketing and sales of their products than we can.

Furthermore, in the event of a manufacturing capacity shortage, these competitors may be able to manufacture products when we are unable to do so.

Our Accelerator Engine ICs compete with embedded memory solutions, stand-alone memory ICs, including both DRAM and SRAM ICs, ASICs designed by customers in-house to meet their system requirements, and NPUs that use significant internal memory and customer-designed software to implement tasks.

of our competitors also have significant influence in the semiconductor industry.

They may be able to introduce new technologies or devote

greater resources to the development, marketing and sales of their products than we can.

Furthermore, in the event of a manufacturing

capacity shortage, these competitors may be able to manufacture products when we are unable to do so.

Manufacturing

We depend on third-party vendors to manufacture, package, assemble and test our IC products, as we do not own or operate a semiconductor fabrication, packaging or production testing facility.

By outsourcing manufacturing, we can avoid the high cost associated with owning and operating our own facilities, allowing us to focus our efforts on the design and marketing of our products.

We perform an ongoing review of our product manufacturing and testing processes.

We depend on third-party vendors to manufacture,

package, assemble and test our IC and module products, as we do not own or operate a semiconductor fabrication, packaging or production

testing facility.

By outsourcing manufacturing, we can avoid the high cost associated with owning and operating our own facilities, allowing

us to focus our efforts on the design and marketing of our products.

We perform an ongoing review of our product manufacturing

and testing processes.

Our IC products are subjected to extensive testing to assess whether their performance meets design specifications.

Our test vendors provide us with immediate test data and the ability to generate characterization reports that are made available to our customers.

As of December 31, 2021, we had 82 employees, including 22 located in the United States and 60 located in Canada.

Our headcount consists of 64 in research and development and manufacturing operations and 18 in sales, marketing and general and administrative functions.

Our test vendors provide us with immediate test data and the ability to generate characterization reports that are made available to our

As of December 31, 2022, we had 73 employees, including 17 located

in the United States and 56 located in Canada.

Our headcount consisted of 54 in research and development and manufacturing operations

and 19 in sales, marketing and general and administrative functions.

In February 2023, we implemented a reduction in our workforce and

eliminated five positions.

We believe our current headcount is adequate to conduct our business.

Available Information

We were founded in 1991 and reincorporated in Delaware in 2000.

Our website address is www.peraso.com.

The information in our website is not incorporated by reference into this report.

Through a link on the Investor section of our website, we make available our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after they are filed with, or furnished to, the Securities and Exchange Commission, or SEC.

You can also read any materials submitted electronically by us to the SEC on its website (www.sec.gov), which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

We were founded in 1991 and reincorporated in

Delaware in 2000.

Our website address is www.perasoinc.com.

The information in our website is not incorporated by reference into this

Through a link on the Investor section of our website, we make available our annual reports on Form 10-K, quarterly reports on

Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the

Exchange Act, as soon as reasonably practicable after they are filed with, or furnished to, the Securities and Exchange Commission, or

You can also read any materials submitted electronically by us to the SEC on its website (www.sec.gov), which contains reports, proxy

and information statements, and other information regarding issuers that file electronically with the SEC, including us.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business