SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        September 2, 2010
 National Corporate Research Ltd. As Agent for SemiLEDs Corporation 615 South DuPont Highway Dover, DE 19901
Re: SemiLEDs Corporation
  Registration Statement on Form S-1
Filed August 6, 2010 Amendment No. 1 to Registrati on Statement on Form S-1
Filed August 9, 2010
  File No. 333-161052

Ladies and Gentlemen:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

Amendment No. 1 to Registration Statement on Form S-1

 Prospectus

 1. Please confirm that any preliminary prospect us you circulate will include all non-Rule
430A information.  This includes the price range and related information based on a bona
fide estimate of the public offering price wi thin that range.  We may have further
comments after you include pricing info rmation and related disclosure.
 2. We note your disclosure with respect to Ch ina SemiLEDs. Please revise to place greater
emphasis on disclosure related to the current stage of China SemiLEDs’ development rather than focusing on your future aspirations for China SemiLEDs.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 2, 2010 Page 2   Prospectus Summary, page 1

 3. Revise the opening paragraph of your summar y to disclose your net revenues and net
income (loss) for the most recently complete d fiscal year and the applicable stub period.
In addition, please disclose that you have received a going concern opinion from your
auditors.
 4. Regarding the industry and market statistics that you cite in your document, please also
tell us:
• how you confirmed that the data used in your  registration statement reflects the most
recent available information;
• whether all of the data is publicly available;
• whether you paid for the compilation of any of the data;
• whether any data was prepared for your use in the registration statement; and
• whether the authors of the data consented to  your use of such data in the registration
statement.

If you were affiliated with the preparation of  any of the data, please ensure that your
disclosure clearly indicates the nature of all such affiliations.

5. We note that you rely heavily on industry and technical terms. We note, as examples, the
phrase “epitaxy materials on sapphire” in the third paragraph on page 1 and your
reference to a “vertical struct ure” in the first bullet point on page 2.  Please revise, where
appropriate, to provide a desc ription of your business that is understandable to a person
unfamiliar with your industry.
 Our Strategy, page 2

 6. Please avoid use of shortened names where the meaning is not clear from context.  For example, we note your use of MOCVD in the fourth bullet point on page 3.  Refer to sample comment 5 in Updated Staff Legal Bulletin No. 7 (June 7, 1999) available on the
Commission’s web site.
 7. Refer to the second-to-last bullet point on pa ge 3.  With a view toward clarified
disclosure, please tell us wh at you mean by “build scale.”
 8. We note your claim that you are on the forefr ont of innovation.  Pleas e provide objective
support for this claim and any other unsubstantia ted claims in the registration statement.
 Corporate Information a nd Structure, page 4

 9. Please consider providing a graphic i llustrating your cor porate structure.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 2, 2010 Page 3  10. Please revise the second paragraph of this section to reconcile your statement that your
operations are located in Taiwan SemiLEDs w ith your statement that the majority of your
LED components are sold through Helios Cr ew Corporation.  In addition, please
reconcile the former statement with your stat ement in the third paragraph that you have
no material operations to date.
 Risk Factors, page 9

 11. We note that your risk factor disclosure is 30 pages long.  Please not e that this section
should discuss risks that are mate rial and particular to your bu siness. It is not appropriate
to merely list factors that w ould apply to any issuer or a ny offering.  Make appropriate
revisions to ensure that th is section provides useful disclosure to investors.
 12. Please include a risk factor that highlights the risks to your business from the damages
and, in particular, the injunction sou ght in the Rothschild complaint.
 13. We note that certain of your more lengthy risk  factors appear to combine the discussion
of several risks.  Where appropriate, consid er dividing these extended discussions into
several more concise risk factors, with more detailed headings that identify the specific risk presented.  For example and without lim itation, you may wish to consider revisions
to “We operate in highly competitive mark ets…” on page 11, "Intellectual property
claims against us…” on page 12 and “C hina SemiLEDs may compete…” on page 28.
 If LEDs fail to achieve widespread adoption…, page 10

 14. It is unclear how the availability of regulat ions that discourage the use of traditional
lighting technologies, as you mention in the fi rst bullet point, presents a risk to the
company.  Please clarify.
 We may have difficulty managing,,, page 15

 15. Refer to the first paragraph of this risk f actor.  We note that you have disclosed your
revenues for 2006, 2009 and the stub period.   Please  also disclose your net income (loss)
for those periods.
 We may not succeed in cost-e ffectively producing.., page 16

 16. Please revise, where appropriate, to clarify your disclosure as to why the production of
larger wafers is necessary to your developm ent.  Specifically, your disclosure does not
clearly explain the benefits derived from larger chips.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 2, 2010 Page 4  Variations in production yields…, page 16

 17. We note that you have experienced difficultie s in achieving acceptable yields when
introducing new products or new manufactur ing processes. With a view toward
disclosure, please tell us in greater detail the nature of these difficulties and the impact on your operations.
 We may not be successful in expanding…, page 17

 18. Refer to the third paragraph of this risk fact or.  Please describe for us in greater detail
your strategy to minimize litigation risk.  In particular, please tell us:
• whether you currently sell your products in all countries th at meet an acceptable risk
profile.  If you do not, pleas e identify the additional countries which meet your risk
profile but from which you curren tly do not derive revenue;
• whether  you believe that there is a mate rial risk that you would face infringement
litigation if you sold in countri es that aggressively enfor ce intellectual property rights;
and
• whether you believe your strategy of focu sing on countries with weak intellectual
property enforcement regimes limits your ab ility to enforce your own intellectual
property rights against infringement.

We derive a substantial por tion of our revenues…, page 17

 19. Please disclose in this risk factor the name s of, and percentage of  revenues accounted for
by, your three largest customers in 2008 and 2007.
 The marketing and distribution efforts…, page 18

 20. Refer to the second-to-last paragraph unde r this heading.  Please revise, where
appropriate, to describe in  greater detail the material  terms of your distribution
agreements, including exclusivity restrictions  and other similar arrangements related to
your material distributors.
 The reduction or elimination of  government investment…, page 21

 21. Please revise, where appropriate, to specify the governments around the world that have
used policy initiatives to accelerate the de velopment and adoption of LED technologies.
In this regard, we also note your disclo sure on page 81 under “Government Investments
and Support for LEDs.”
 If we fail to implement…, page 21

 22. Please clarify your risk factor by disclosing when you will be subjec t to the internal
control requirement.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 2, 2010 Page 5   We are a multinational organization…, page 25

 23. Please tell us whether you in tend to file tax opinions.
 Special Note Regarding Forward-Looking…, page 40

 24. Refer to the final sentence on page 40.  Please revise to confirm your obligation to
comply with applicable securities laws.
 25. Refer to the third sentence of the final paragr aph on page 41.  Please revise to remove any
implication that you are disclaiming the accur acy of the information included in this
prospectus.
 Use of Proceeds, page 42

 26. Disclose the approximate amount to be used for each of the purposes you disclose in the
second paragraph in this section.  Please note that you may reserve the right to change the
use of proceeds.  Refer to Item 504 of Regulation S-K.
 Capitalization, page 43

 27. Please revise to remove the caption relati ng to cash and cash equivalents from your
presentation of capitalization.
 28. We note from page F-22 through page F-24 th at your outstanding Class B common stock
and Series A, B, C, D, and E  preferred shares will automatically c onvert into fully paid
and non-assessable shares of Class A common stock on a one-to-one basis based upon on
certain conditions including a minimum am ount of gross proceeds and minimum price
per share.  In connection with your pro form a presentation in the f iling, please confirm to
us that you currently expect the offering to  meet all of the conditions for automatic
conversion.  If you subsequently conclude th e conditions may not be satisfied, please
revise the filing accordingly.
 29. Refer to the last bullet point on page 44.  Pl ease disclose the terms governing your ability
to repurchase the 101,250 shares.
 Selected Consolidated Financial Data, 47

 30. Please revise pages 48-49 to remove the “unaudited” label ben eath the May 31, 2010 and
2009 headings to avoid giving the impression that other selected fina ncial data in the
table is audited.  This comment also applies to  your presentations elsewhere in the filings,
including pages 7 and 8.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 2, 2010 Page 6  Management’s Discussion and Analysis…, page 50

 Revenues, net, page 53

 31. In the paragraph immediately below the table,  you refer to “blended” selling prices.
Given that your table includes separate re venue amounts for LED chips and components,
please clarify what you mean by blended and how the average sel ling prices for all
products differs from a blended average.
 Interest income (expense), net., page 55

 32. We note your disclosure of long-term borrowings and lines of credit in the first paragraph
on page 56 and your reference to bank borrowi ngs, notes and lines of credit on page 75
under “Liquidity and Capital Resources.”  Please  file any related material agreements as
exhibits.
 Taiwan tax treatment., page 57

 33. Regarding your disclosure in the last sentence of the sec ond paragraph of this section,
please disclose the deadline for us ing the exemption from taxation.

-Critical Accounting Policies, page 58

-Stock-based Compensation, page 59
 34. Please disclose the aggregate intrinsic valu e of all outstanding options based on the
midpoint of the estimated IPO price range.  Pl ease include an updated discussion of each
significant factor contributing to  the difference between the fair  value as of the date of
grant and the estimated IPO price for options granted during the twelve months prior to
the date of the most recent balance sheet once you have determined your IPO price range.
 35. We note your disclosures on pages 62-63 related to how you valu ed your common stock
underlying your stock options issued sin ce September 2008 utilizing the income and
market approaches to determine the fair va lue of your enterprise.  We note that in
connection with the August 31, 2008 and Febr uary 28, 2010 valuations, you weighted the
income and market approaches.  However, for the valuation as of August 31, 2009, you state that you relied solely on the income a pproach.  Please revise to explain in greater
detail any changes in methodologies and weighting between valuation dates.
 36. Further to the above, for each valuation date, describe how you determined the significant
assumptions used in the valuations, incl uding the weighting between the income and
market approaches, the risk-adjusted disc ounts, the non-marketability discounts and the
estimated holding periods.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 2, 2010 Page 7  37. We note your discussion on pages 62-63 of va luations as of August 31, 2008, August 31,
2009, February 28, 2010 and May 31, 2010.  However, we note from the disclosure on page 60 that you granted options on N ovember 1, 2008, February 15, 2009, March 1,
2009, February 10, 2010, May 2, 2010 and July 2 3, 2010.  Please revise to explain how
your accounting for these option grants complies with paragraph 718-10-30-6 of the FASB Accounting Standards Codi fication, which requires you to record the fair value of
the options as of the grant date.  Revise your  disclosures as appropr iate to explain how
management considered events occurring betw een the related valuati on and the grant date
in determining the grant-date fair value of the stock options.
 38. Please note that we are deferring any fina l evaluation of stock compensation until the
estimated offering price is specified, and we may have further comments in that regard when you file the amendment containing that information.
 -Inventory Valuation, page 63

 39. We note your disclosure here on how you eval uate your inventory for a decline in net
realizable value.  Please tell us and revise your disclosure to explain in more detail how
you develop certain of your assumptions such  as “future demand” for purposes of your
inventory valuation analysis.  For example, discuss how you arrived at your estimates for
future demands, how accurate your estimates of future demand have been in the past and
how much the estimates of future demand have changed in the past.
 Revenues, net, page 66

 40. For this and other applicable periods, please qu antify the effect of the changes in selling
price on your revenues for both LED chips and LED components.
 Quantitative and Qualitative Disclosures about Market Risk, page 78

 41. For each market risk identified, please revise to provide quantitative disclosure in one of
the three disclosure formats outlined in Item 305(a) of Regulation S-K.
 Increased LED performance, page 80

 42. Please clarify your disclosure in the fourth sentence regarding LEDs becoming
“increasingly competitive.”  For example, on what basis is it becoming competitive with
other lighting technologies?

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 2, 2010 Page 8  Business, page 84

 Competitive Manufacturing Cost Structure, page 85

 43. You disclose that recycling reduces your dependence on sapphi re.  Please clarify to what
extent this dependency is reduced.  In addition, please clarify how this reduced
dependency insulates you from supply shortages and price fluctuations.
 Efficient Operating and Business Model, page 85

 44. Please refer to the second sentence in this sectio