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SEC Company Response from ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL) (CIK 0001387467) (AOSL) — Mar 22, 2016

ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL) (CIK 0001387467)
Date: March 22, 2016 · CIK: 0001387467 · Accession: 0001387467-16-000157

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File numbers found in text: 001-34717

Referenced dates: March 15, 2016

Date
March 22, 2016
Author
/s/ Albert Lung
Form
CORRESP
Company
ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL) (CIK 0001387467)

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Attention: Brian Cascio Re: Alpha and Omega Semiconductor Limited Form 10-K for the Fiscal Year Ended June 30, 2015 Filed August 27, 2015 File No. 001-34717

Dear Mr. Cascio:

On behalf of Alpha and Omega Semiconductor Limited (the “Company”), we submit this letter in response to the comments from the Staff of the Securities and Exchange Commission (the “Commission”) to the Company, dated March 15, 2016 (the “Comment Letter”), with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015 filed on August 27, 2015 (the “Form 10-K”).

The numbered paragraph below restates the numbered paragraph in the Comment Letter, and the discussion set out below each such paragraph is the Company’s response to the Staff’s comments. Unless otherwise defined herein, capitalized terms are as defined in the Application.

1.

We note that the introductory paragraph of the report of the independent registered public

accounting firm on page 57 does not refer to your statements of operations. Please have your auditors revise their report in an amended filing to reference your statements of operations.

In response to the Staff’s comment, the Company’s auditor has revised the report of independent registered public accounting firm on page 57 of the Form 10-K to correct this inadvertent error. Concurrently with the filing of this response letter with the Commission, the Company is also filing Amendment No. 1 to the Form 10-K to include the revised audit report.

* * * *

The Company hereby acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope you find that our responses have adequately addressed the concern you raised in the Comment Letter and subsequent verbal comment. If you should require any additional information in connection with our responses, please feel free to contact the undersigned at 650.843.7263.

Sincerely,
/s/ Albert Lung

Show Raw Text
CORRESP
1
filename1.htm

		CORRESP

Albert Lung

650.843.7263

alung@morganlewis.com

March 22, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Mail Stop 3030

Washington, D.C. 20549

Attention:  Brian Cascio

     Julie Sherman

Re:    Alpha and Omega Semiconductor Limited

Form 10-K for the Fiscal Year Ended June 30, 2015

Filed August 27, 2015

File No. 001-34717

Dear Mr. Cascio:

On behalf of Alpha and Omega Semiconductor Limited  (the “Company”), we submit this letter in response to the comments from the Staff of the Securities and Exchange Commission (the “Commission”) to the Company, dated March 15, 2016 (the “Comment Letter”), with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015 filed on August 27, 2015 (the “Form 10-K”).

The numbered paragraph below restates the numbered paragraph in the Comment Letter, and the discussion set out below each such paragraph is the Company’s response to the Staff’s comments.  Unless otherwise defined herein, capitalized terms are as defined in the Application.

1.

 We note that the introductory paragraph of the report of the independent registered public

accounting firm on page 57 does not refer to your statements of operations. Please have your auditors revise their report in an amended filing to reference your statements of operations.

In response to the Staff’s comment, the Company’s auditor has revised the report of independent registered public accounting firm on page 57 of the Form 10-K to correct this inadvertent error.  Concurrently with the filing of this response letter with the Commission, the Company is also filing Amendment No. 1 to the Form 10-K to include the revised audit report.

* * * *

    1

The Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope you find that our responses have adequately addressed the concern you raised in the Comment Letter and subsequent verbal comment.  If you should require any additional information in connection with our responses, please feel free to contact the undersigned at 650.843.7263.

Sincerely,

/s/ Albert Lung

Albert Lung

Enclosure

cc: Yifan Liang

    2