Item 2.02 Results of Operations and Financial Condition.

The information under the caption "Non-GAAP Financial Information" in Item 7.01 below is incorporated by reference into this Item 2.02.

Item 7.01 Regulation FD Disclosure.

Financial Results Forecast



On November 10, 2021 (Japanese Standard Time), Techpoint, Inc. (together with
its wholly-owned subsidiaries, the "Company", "we", "us" and "our") filed with
the Tokyo Stock Exchange a Japanese report referred to as a "Kessan Tanshin",
which contained the Company's financial results for the quarter ended
September 30, 2021 (the "Tanshin").

The Tanshin is substantially the same as the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 2021, except the following supplemental
information is provided:


• In the Tanshin, the Company included a revised financial result forecast for

the year ending December 31, 2021. These forecasted financial results were

revised from the forecasted financial results for the year ending December


      31, 2021 presented in the Company's Current Report on Form 8-K filed with
      the Securities and Exchange Commission on August 24, 2021.



The following table contains the revised forecasted financial results for the year ending December 31, 2021 (in thousands, except for per share amounts):





Year Ending                             Income from           Income Before                                  Non-GAAP
December 31,          Revenue            Operations           Income Taxes           Net Income           Net Income (1)
2021 Forecast -
Current             $    64,733         $     19,432         $        19,466         $    16,739         $         18,307
                    ¥ 7,244,917         ¥  2,174,829         ¥     2,178,635         ¥ 1,873,429         ¥      2,048,919
2021 Forecast -
Previous            $    61,873         $     15,673         $        15,704         $    13,369         $         14,886
                    ¥ 6,924,826         ¥  1,754,122         ¥     1,757,592         ¥ 1,496,258         ¥      1,666,041
Amount Change       $     2,860         $      3,759         $         3,762         $     3,370         $          3,421
                    ¥   320,091         ¥    420,707         ¥       421,043         ¥   377,171         ¥        382,878
Percentage Change           4.6 %               24.0 %                  24.0 %              25.2 %                   23.0 %
2020 Actual         $    34,339         $      3,698         $         3,916         $     3,342         $          4,610
                    ¥ 3,843,221         ¥    413,880         ¥       438,279         ¥   374,037         ¥        515,951



(1) The current forecasted non-GAAP figures exclude stock-based compensation

of $1.8 million and the relating income tax impact based on a 14.01%

effective tax rate, which was the assumed effective tax rate applied at


          the time the forecast was made.






                                                                                    Non-GAAP         Non-GAAP
Year Ended December 31,                    Basic EPS (1)      Diluted EPS (1)       Basic EPS       Diluted EPS
2021 Forecast - Current                   $          0.94     $           0.90     $      1.02     $        0.98
                                          ¥           105     ¥            101     ¥       114     ¥         110
2021 Forecast - Previous                  $          0.75     $           0.72     $      0.83     $        0.80
                                          ¥            84     ¥             81     ¥        93     ¥          90
Amount Change                             $          0.19     $           0.18     $      0.19     $        0.18
                                          ¥            21     ¥             20     ¥        21     ¥          20
Percentage Change                                    25.3 %               25.0 %          22.9 %            22.5 %
2020 Actual                               $          0.19     $           0.19     $      0.26     $        0.26
                                          ¥            21     ¥             21     ¥        29     ¥          29



(1) The forecasted basic and diluted EPS for the year ending December 31,

2021 were computed using forecasted weighted average shares outstanding


          for the year ending December 31, 2021.






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The Company continues to see solid demand from both the security surveillance
and automotive markets; therefore, it is raising its guidance for the fourth
quarter and full year ending December 31, 2021. The Company expects that R&D
tape-out expenses for the full year ending December 31, 2021 will decrease
approximately $900,000 from the prior year due to delays in tape-outs caused by
specification changes requested by the Company's customers and the complications
of remote work. Despite the worldwide semiconductor manufacturing capacity
constraints, the Company strongly believes it has secured sufficient capacity to
achieve its revised guidance. The secured capacity represents an approximately
90% increase in manufacturing capacity as compared to that of fiscal year 2020.





The following summary contains the forecasted financial results for the fourth
quarter ending December 31, 2021 (in thousands, except for per share amounts):



Q4 2021 Forecast
Revenue:                      $    17,500
Income from operations:       $     4,825
Income before income taxes:   $     4,825
Net income:                   $     4,005
Non-GAAP Net Income:          $     4,440
Basic EPS:                    $      0.22
Diluted EPS:                  $      0.21
Non-GAAP Basic EPS:           $      0.24
Non-GAAP Diluted EPS:         $      0.24








The above forecast amounts are based on certain assumptions made by the
Company's management as of the date hereof including that current manufacturing
constraints do not deteriorate further, that the political landscape does not
deteriorate and that COVID-19 does not significantly harm the global economy and
decrease demand for the Company's products. The forecast does not include
revenue from the newly developed CMOS Image Sensor and the Door Phone products
as they remain under development or evaluation and the Company has not yet
secured adequate manufacturing capacity for volume production.



Since it is difficult to predict the future spread of COVID-19 and the timing of
its cessation, the Company has calculated the forecast figures based on the
assumption that COVID-19 will continue to have the same level of impact during
the remainder of fiscal year 2021 as it does at present.



Note on financial results forecast: The above estimates are based on certain
assumptions made by the Company's management as of the date hereof. These
assumptions are based on management's experience and perception of current
conditions, trends, expected future developments and other factors believed to
be appropriate in the circumstances. Such estimates are subject to a number of
assumptions, risks and uncertainties, many of which are beyond the control of
the Company and may cause the Company's actual results to differ materially from
the above estimates. Although the Company's management believes that these
assumptions are reasonable, the Company cannot assure you that the Company's
business will develop in accordance with these estimates. Investors are
cautioned not to rely on these estimates as it is highly likely that actual
results will differ, perhaps materially. These risks include the risk factors
detailed in the Company's Securities and Exchange Commission filings, including
the Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
2021. The Company's independent auditors have not compiled or been involved in
the preparation of the forecasted financial results for the year ending December
31, 2021 or any interim period contained therein. Accordingly, they assume no
responsibility for the accuracy or presentation of this information.

• In the Tanshin, for the year ending December 31, 2021, the Company included


      a dividend forecast of nil.



Non-GAAP Financial Information

• In the Tanshin, for the nine months ended September 30, 2021 and 2020, the

Company presents non-GAAP income from operations based on the exclusion of

stock-based compensation expense and non-GAAP net income based on the

exclusion of stock-based compensation expense and the related tax impact.








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The following tables contain a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures (in thousands):





                                                             Income
Nine Months Ended September 30, 2021                     from operations       Net income
GAAP                                                    $          14,607     $      12,735
Stock-based compensation expense                                    1,317             1,317
Adjustment for taxes (1)                                                -              (171 )
Non-GAAP                                                $          15,924     $      13,881

(1) Adjustment for taxes based on assumed 13.02%
effective tax rate for fiscal year 2021 as of
September 30, 2021.




                                                             Income
Nine Months Ended September 30, 2020                     from operations       Net income
GAAP                                                    $             430     $         456
Stock-based compensation expense                                    1,136             1,136
Adjustment for taxes (1)                                                -              (308 )
Non-GAAP                                                $           1,566     $       1,284

(1) Adjustment for taxes based on assumed 27.16%
effective tax rate for fiscal year 2020 as of
September 30, 2020.




Note on non-GAAP financial information: The Company uses non-GAAP measures of
adjusted income from operations and net income, which are adjusted from results
based on GAAP to exclude certain expenses. These non-GAAP financial measures are
provided to enhance the user's overall understanding of the Company's current
financial performance and its prospects for the future. Specifically, the
Company's management believes that non-GAAP results provide useful information
to the Company's board of directors, management and investors as these non-GAAP
results exclude certain expenses that management believes are not indicative of
the Company's core operating results and can be impacted by factors beyond
management's direct control, such as the Company's trading value. These non-GAAP
results are some of the primary measurements management uses to assess the
Company's performance, allocate resources and plan for future periods. Reported
non-GAAP results should only be considered as supplemental to results prepared
in accordance with GAAP, and not considered as a substitute for, or superior to,
GAAP results. These non-GAAP measures may differ from the non-GAAP measures
reported by other companies in the Company's industry. A reconciliation of
non-GAAP guidance measures to corresponding GAAP measures on a forward-looking
basis is not available due to high variability and low visibility with respect
to the charges which are excluded from these non-GAAP measures.



• In the Tanshin, financial statements denominated in Japanese yen are

disclosed as supplementary information. The amounts were converted at 111.92

Japanese yen per U.S. dollar, which was the Telegraphic Transfer Middle Rate

as per MUFG Bank, Ltd. (formerly Bank of Mitsubishi UFJ) as of September 30,


      2021.




The information in this Current Report is being furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that Section. The information in this Current Report shall not be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.






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Forward-Looking Statements

The Tanshin and this Current Report include forward-looking statements that
involve a number of risks and uncertainties, many of which are beyond the
Company's control. The Company's actual results may differ from those
anticipated or expressed in these forward-looking statements as a result of
various factors, including those set forth in the Company's Annual Report on
Form 10-K for the year ended December 31, 2020 and the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2021 filed with the
Securities and Exchange Commission, and the differences may be material. All
statements other than statements of historical facts contained in the Tanshin
and this Current Report, including statements regarding our future results of
operations and financial position, revenue forecast, strategy and plans, and our
expectations for future operations, are forward-looking statements. The words
"anticipate", "believe," "continue," "could," "design," "estimate," "intend,"
"may," "plan," "project," "will," or the negative version of these words and
similar expressions are intended to identify forward-looking statements. We have
based these forward-looking statements largely on our current expectations and
projections about future events and trends that we believe may affect our
financial condition, results of operations, strategy, short-term and long-term
business operations and objectives, and financial needs. These forward-looking
statements are subject to a number of risks, uncertainties and assumptions,
including the following:

• our future financial performance, including our revenue, cost of sales and

operating expenses;

• our market opportunity and our ability to effectively manage or sustain

our growth;

• our ability to attract and retain end-customers in our current or future

target markets;

• our ability to continue to develop new technologies and obtain and

maintain intellectual property rights protecting such technologies;

• our ability to form and expand partnerships with technology partners and

consulting partners;

• our ability to maintain, protect and enhance our intellectual property;




  • our ability to successfully defend litigation brought against us;


  • new product releases and timing;

• anticipated trends, key factors and challenges in our business and the

competition that we face;

• the effect of the COVID-19 pandemic on our business and the success of any

measures we have taken or may take in the future in response thereto;

• laws and regulations applicable to our business, including export

restrictions and measures taken by government authorities in response to


        the COVID-19 pandemic;


  • the impact of global shortages in manufacturing capacities;


  • our liquidity and working capital requirements; and


  • our expectations regarding future expenses and investments.


In light of these risks, uncertainties and assumptions the forward-looking
events and circumstances discussed in the Tanshin and this Current Report may
not occur, and actual results could differ materially and adversely from those
anticipated or implied in the forward-looking statements. Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, level of activity, performance
or achievements. Any forward-looking statement made by us in the Tanshin and
this Current Report speaks only as of the date on which it is made. We do not
intend to update any of these forward-looking statements after the date of the
Tanshin and this Current Report, except as required by law.



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