SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 11, 2025

Yifan Liang
Chief Financial Officer
Alpha & Omega Semiconductor Limited
Clarendon House, 2 Church Street
Hamilton HM 11, Bermuda

 Re: Alpha & Omega Semiconductor Limited
 Form 10-K for the Fiscal Year Ended June 30, 2024
 Filed August 23, 2024
 Form 8-K filed November 25, 2024
 Form 8-K filed February 5, 2025
 File No. 001-34717
Dear Yifan Liang:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended June 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Income Tax Expense - Fiscal 2024 vs 2023, page 52

1. Based upon your effective tax rate reconciliation in Note 12, there
appears to be
 material factors impacting your net tax benefit for the year ended June
30, 2024,
 including, but not limited to, foreign taxes, tax credits, and
non-deductible executive
 compensation. Please tell us, and revise your narrative in future
filings to address, the
 underlying reasons these items impacted your effective tax rate during
fiscal 2024 so
 that readers can fully understand the variances and assess the
continuing impact on
 your company. Refer to Item 303(b)(2) of Regulation S-K.
 April 11, 2025
Page 2
Form 8-K filed November 25, 2024
Appointment of New Independent Registered Public Accounting Firm

2. We note from your disclosure that you consulted with Deloitte, on
technical
 accounting and internal control matters, prior to engaging them to be
the principal
 accountant to audit your financial statements. In this regard, please
amend your Item
 4.01 Form 8-K to provide the disclosures required by Item
304(a)(2)(ii)(A)-(D) of
 Regulation S-K, or tell us why these disclosures are not required.
Form 8-K filed February 5, 2025
Exhibit 99.1
Business Outlook for Fiscal Q3 Ending March 31, 2025

3. Your earnings release discloses forward looking guidance including
non-GAAP gross
 margin and non-GAAP operating expenses. Please revise future filings to
provide the
 reconciliations required by Item 10(e)(1)(i)(B) of Regulation S-K or
revise your
 disclosure to state that a reconciliation cannot be provided without
unreasonable
 effort, if appropriate.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Dale Welcome at 202-551-3865 or Kevin Stertzel at
202-551-3723
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>