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Skadden,
Arps, Slate, Meagher & Flom llp

A
Delaware Limited Liability Partnership

世達國際律師事務所

       DIRECT
    DIAL
    30/F,
    CHINA WORLD OFFICE 2
    FIRM/AFFILIATE
    OFFICES

________

    (8610)
    6535-5599
    NO.
    1, JIAN GUO MEN WAI AVENUE

       DIRECT
    FAX
    BEIJING
    100004 CHINA

________

    BOSTON

    (917)
    777-5498

    CHICAGO

       EMAIL
    ADDRESS
    TEL:
    (86-10) 6535-5500
    HOUSTON

    PETER.HUANG@SKADDEN.COM
    FAX:
    (86-10) 6535-5577
    LOS
    ANGELES

    www.skadden.com
    NEW
    YORK

    PALO
    ALTO

    WASHINGTON,
    D.C.

    WILMINGTON

________

    BRUSSELS

    FRANKFURT

    HONG
    KONG

    LONDON

    MUNICH

    PARIS

    SAO
    PAULO

    November
    28, 2022
    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

    Mr. Michael Killoy

    Mr. Daniel Duchovny

    Office of Mergers and Acquisitions

    Division of Corporation Finance

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

 RE: O2Micro International Limited

Schedule 13E-3 filed by O2Micro
International Limited et al.

Filed October 31, 2022

File No. 005-61085

Dear Messrs. Killoy and Duchovny:

On behalf of O2Micro International
Limited (the “Company”), we set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter dated November 15, 2022 with respect to the Schedule 13E-3, File No.
005-61085 (the “Schedule 13E-3”) filed on October 31, 2022 by the Company and other filing persons named therein.
For your convenience, the Staff’s comments are repeated below in bold and italics, followed in each case by the responses of the
filing persons and certain other relevant persons.

Please note that, except where indicated otherwise, all references to page numbers
in the responses are references to the page numbers in the updated proxy statement (the “Updated Proxy Statement”)
attached as Exhibit (a)-(1) to the Amendment No. 1 to the Schedule 13E-3 (the “Amendment No. 1”), filed concurrently
with the submission of this letter in response to the Staff’s comments.

Securities and Exchange Commission

November 28, 2022

Page 2

The Amendment No. 1 incorporates the changes made
in response to the Staff’s comments. In addition, a marked copy of the Amendment No. 1 indicating changes against the Schedule 13E-3
filed on October 31, 2022 is being provided separately to the Staff via email. Capitalized terms used but not defined herein have the
meanings assigned to such terms in the Amendment No. 1.

We represent the special committee of the board
of directors of the Company. To the extent any changes made in the Amendment No. 1 relate to information concerning any person other than
the Company, such changes are included in this letter based on information provided to the Company by such other persons or their respective
representatives.

Background of the Merger, page 17

 1. Refer to the first paragraph on page 19. Disclosure in this paragraph indicates that "Needham updated the Special Committee
on the status of its financial analyses, including certain preliminary valuation considerations, and discussed....the potential market
check and bidder outreach process." We also note at the May 17, 2022, June 7, 2022, and July 21, 2022, meetings Needham "updated
the Special Committee on the progress of its financial analyses." Each presentation, discussion, or report held with or presented
by the financial advisor, whether oral or written, is a separate report that requires a reasonably detailed description meeting the requirements
of Item 1015 of Regulation M-A. This requirement applies to both preliminary and final reports. If the above statements reference presentations
made by Needham during the Special Committee's evaluation of the transaction, please supplement the disclosure to provide a reasonable
detailed description of such meeting that satisfices the requirements of Item 1015 and file any written materials, if applicable, as exhibits
to the Schedule 13E-3 pursuant to Item 9 of Schedule 13E-3 and Item 1016(c) of Regulation M-A.

In response to the Staff’s comment,
the Schedule 13E-3 has been revised and the June 7, 2022 Needham preliminary illustrative presentation has been filed as Exhibit (c)-(3)
to the Amendment No. 1. Additionally, we have provided supplemental disclosure regarding the June 7, 2022 presentation made by Needham
to the Special Committee. Please refer to page 20 of the Updated Proxy Statement.

Securities and Exchange Commission

November 28, 2022

Page 3

Certain Financial Projections, page 33

 2. Refer to the assumptions on page 34 marked with bullet points, including without limitation, references to:

 · implement strategic focus on LED television, mobile computing, general lighting, industrial and automotive

 · the gross margin as percentage will increase

 · research and development expense

 · selling, general and administrative

Please revise the disclosure to quantify all assumptions,
where practicable.

In response to the Staff’s comment,
the Schedule 13E-3 has been revised. Please refer to page 34 of the Updated Proxy Statement.

 3. Please disclose the material factors that the Company expected to negatively impact growth prospects as discussed in (ii) on
page 35:

In response to the Staff’s comment,
the Schedule 13E-3 has been revised. Please refer to page 35 of the Updated Proxy Statement.

Opinion of the Special Committee's Financial
Advisor, page 36

 4. The Discussion Materials filed as Exhibit (c)-(2) of Schedule 13E-3 should be summarized in considerable detail in the proxy
statement. See Item 1015(b)(6) of Regulation M-A and Item 9 of Schedule 13E-3. Please revise this section to disclose the data underlying
the results in each analysis prepared by Needham and to show how that information resulted in the multiples/values disclosed. As one example
only, disclose the public companies valuation analysis starting on page 16.

In response to the Staff’s comment,
the Schedule 13E-3 has been revised. Please refer to pages 38 through 40 of the Updated Proxy Statement.

*	*	*

If you have any questions regarding
the foregoing or wish to discuss any aspect of the Amendment No. 1, please contact the undersigned by phone at +86 10 6535 5599 or by
e-mail at peter.huang@skadden.com.

    Very truly yours,

    /s/ Peter X. Huang

    Peter X. Huang

 Enclosures

    cc:
    Mr. Lawrence Lin

    Mr. Ji Liu

     O2Micro International Limited

    Fang Xue, Esq.

     Gibson, Dunn & Crutcher LLP