SecProbe.io

<DOCUMENT>
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 June 5, 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
 File No. 001-34717
Dear Yifan Liang:

 We have completed our review of your filing. 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.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 June 4, 2025

 VIA EDGAR

 CONFIDENTIAL

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Manufacturing
 100 F. Street, N.E.
 Washington, D.C. 20549
 Attn: Dale Welcome and Kevin Stertzel

 Re:

 Alpha & Omega Semiconductor Limited
 Form 10-K for the Fiscal Year Ended June 40, 2024
 Form 8-K filed November 25, 2024
 Response dated April 25, 2025
 File No. 001-34717

 Dear Mr. Welcome and Mr. Stertzel:

 On behalf of Alpha & Omega Semiconductor Limited (the “Company”), this letter sets forth the Company’s response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities
 and Exchange Commission (the “Commission”) as set forth in the Staff’s letter dated May 15, 2025, regarding the Company’s Current Report on Form 8-K filed on November 25, 2024 and the Company’s prior response dated April 25, 2025.

 For the Staff’s convenience, we have reproduced the comment below in bolded and italicized text, followed by the Company’s response.

 Response dated April 25, 2025
 Form 8-K filed November 25, 2024
 Appointment of New Independent Registered Public Accounting Firm

 1.

 We note your response to prior comment 2. It continues to appear that consultations you received from Deloitte, as early as May 2022, related to matters involving the application of
 accounting principles to specified transactions, pursuant to Item 304(a)(2)(i) of Regulation S-K. Therefore, 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.

 Response: Based on further discussion with Deloitte & Touche LLP (“Deloitte”), the scope of Deloitte’s services were not required to be

 Morgan, Lewis & Bockius llp

 1400 Page Mill Road

 Palo Alto, CA  94304

   +1.650.843.4000

 United States

   +1.650.843.4001

 Securities and Exchange Commission
 June 4, 2025
 Page 2

 disclosed pursuant to Item 304(a)(2) as no written report was provided by Deloitte to the Company and no oral advice was provided by Deloitte to the Company that Deloitte
 concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue.  Therefore, the Company is filing an amendment to the Form 8-K to remove any disclosure relating to
 Deloitte’s services.

 Please do not hesitate to contact the undersigned at +1.650.843.7263 with any questions you may have regarding this confidential submission.

 Very truly yours,

 /s/ Albert Lung

 cc:

 Yifan Liang, Chief Financial Officer and Corporate Secretary, Alpha & Omega Semiconductor Limited

<DOCUMENT>
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<TEXT>
 May 15, 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
 Form 8-K filed November 25, 2024
 Response dated April 25, 2025
 File No. 001-34717
Dear Yifan Liang:

 We have reviewed your April 25, 2025 response to our comment letter and
have the
following comment.

 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.
Unless we note otherwise, any references to prior comments are to comments in
our April 11,
2025 letter.

Response dated April 25, 2025
Form 8-K filed November 25, 2024
Appointment of New Independent Registered Public Accounting Firm

1. We note your response to prior comment 2. It continues to appear that
consultations
 you received from Deloitte, as early as May 2022, related to matters
involving the
 application of accounting principles to specified transactions, pursuant
to Item
 304(a)(2)(i) of Regulation S-K. Therefore, 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.
 Please contact Dale Welcome at 202-551-3865 or Kevin Stertzel at
202-551-3723 if
you have questions regarding comments on the financial statements and related
matters.
 May 15, 2025
Page 2

 Sincerely,

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

CORRESP
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 filename1.htm

 April 25, 2025
 VIA EDGAR
 CONFIDENTIAL
 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Manufacturing
 100 F. Street, N.E.
 Washington, D.C. 20549
 Attn: Dale Welcome and Kevin Stertzel

 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 Mr. Welcome and Mr. Stertzel:
 On behalf of Alpha & Omega Semiconductor Limited (the “Company”), this letter sets forth the Company’s responses to the comments of the
 staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) as set forth in the Staff’s letter dated April 11, 2025, regarding the Company’s Annual Report on Form 10-K for the fiscal year
 ended June 30, 2024 (the “Form 10-K”) and the Company’s Current Reports on Form 8-K filed on November 25, 2024, and February 5, 2025 (the “Form 8-Ks”).
 For the Staff’s convenience, we have reproduced the comments below in bolded and italicized text, followed by the Company’s response.

 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

 Morgan, Lewis & Bockius llp

 1400 Page Mill Road

 Palo Alto, CA  94304

   +1.650.843.4000

 United States

   +1.650.843.4001

 Securities and Exchange Commission
 April 25, 2025
 Page 2

 can fully
 understand the variances and assess the continuing impact on your company. Refer to Item 303(b)(2) of Regulation S-K .
 Response: The Company acknowledges the Staff’s comment and respectively advises the Staff that the Company incurred tax
 expense of $3.6 million for fiscal 2024 as compared to $5.9 million tax expense for 2023. The primary reason for the $2.3 million change in tax expense during fiscal 2024 as compared to 2023 was due to the $2.3 million difference in foreign tax
 differentials, which was what the Company explained and disclosed in the MD&A on Page 52 of the Form 10-K.  The dollar amount differences in tax credits and non-deductible executive compensation for both fiscal years were immaterial.  The reason
 for the large percentage differences in the effective tax rate reconciliation in Note 12 was primarily due to the smaller amount of pretax book loss of $2.6 million as the denominator in the calculation of effective tax rate reconciliation in fiscal
 2024, as compared to the larger amount of pretax book income of $19.7 million in fiscal 2023, which net value is approximately 7.6 times higher than the pretax book loss in fiscal 2024. Therefore, the percentage impact on the effective tax rate in
 fiscal 2024 is approximately 7.6 times higher than in fiscal 2023, simply due to the large variance in pretax book income/loss between the two years. The Company has already disclosed this factor in the current disclosures on Page 52 and does not
 believe additional clarification or explanation is needed in the MD&A.  Similarly, the Company does not believe it is necessary to expand its disclosures in the MD&A to discuss the reconciliation in Note 12 to the Consolidated Financial
 Statements.

 The Company will continue to provide narrative in future filings in accordance with Item 303(b)(2) of Regulation S-K.

 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.

 Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that,
 during the Company’s two most recent fiscal years or any subsequent interim period through the date of appointment, the services provided by Deloitte & Touche LLP (“Deloitte”) did not constitute consultations that would be required to be
 disclosed under Item 304 (a)(2) of Regulation S-K. The matters on which the Company engaged with Deloitte were routine in nature and included oral advice and comments on the accounting treatment prepared by the Company for various

 Securities and Exchange Commission
 April 25, 2025
 Page 3 3

 transactions including the accounting for (i) a customer revenue contract, (ii) an equipment lease
 agreement, and (iii) the issuance of certain equity awards. No written accounting memorandums were prepared by Deloitte, and the Company took responsibility for all accounting positions. For the sake of completeness, the Company provided additional
 disclosures in the Form 8-K to describe such engagement with Deloitte. The Company did not engage or consult with Deloitte regarding any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and
 related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K and related instructions). Accordingly, the Company believes that the current disclosure in the Form 8-K complies with Item 304(a)(2)(ii)(A)-(D) of
 Regulation S-K and no amendment to the Form 8-K is 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.

 Response: The Company respectfully acknowledges the Staff’s comment and note that in its future
 earnings releases and filings, it intends to include a reconciliation of any non-GAAP forward-looking financial guidance or  to disclose that such reconciliation cannot be provided without unreasonable effort pursuant to Item 10(e)(1)(i)(B) of
 Regulation S-K.

 Please do not hesitate to contact the undersigned at +1.650.843.7263 with any questions you may have regarding this confidential submission.
 Very truly yours,
 /s/ Albert Lung

 cc:

 Yifan Liang, Chief Financial Officer and Corporate Secretary, Alpha & Omega Semiconductor Limited

<DOCUMENT>
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<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>

United States securities and exchange commission logo
March 1, 2023
Yifan Liang
Chief Financial Officer and Corporate Secretary
Alpha and Omega Semiconductor Limited
Clarendon House, 2 Church Street
Hamilton HM 11 Bermuda
Re:Alpha and Omega Semiconductor Limited
Form 10-K for the Fiscal Year Ended June 30, 2022
Filed September 20, 2022
File No. 001-34717
Dear Yifan Liang:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Document

Morgan, Lewis & Bockius LLP

1400 Page Mill Road

Palo Alto, CA 94304

Tel.  +1.650.843.4000

Fax: +1.650.843.4001

www.morganlewis.com

Albert Lung

Partner

+1.650.843.7263

Albert.lung@morganlewis.com

February 14, 2023

VIA EDGAR AS CORRESPONDENCE

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE Mail Stop 3233

Washington, D.C. 20549

Attention: Andi Carpenter

    Kevin Stertzel

Re:

 Alpha and Omega Semiconductor Limited

Form 10-K for the Fiscal Year Ended June 30, 2022 Form 10-Q for the Fiscal Quarter Ended September 30, 2022

Filed September 20, 2022 and November 7, 2022, respectively

File No. 001-34717

Ladies and Gentlemen:

We are writing on behalf of Alpha and Omega Semiconductor Limited (the “Company”) in response to the letter of comments from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company dated February 3, 2023 (the “Comment Letter”), with respect to its review of the above-referenced filings of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022  (the “Form 10-K”) and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022 (the “Form 10-Q” and together with the Form 10-K, the “Filings”).

Set forth below are the Company’s responses to the Staff’s comments. The responses set forth below are based upon information provided by the Company, which we have not independently verified. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and the headings used in the Comment Letter, and the text of the Staff’s

comments is reproduced in italics below. Capitalized terms used in the Company’s responses but not otherwise defined herein shall have the meanings set forth in the Filings.

Form 10-Q for the Fiscal Quarter Ended September 30, 2022

Notes to Condensed Consolidated Financial Statements

Segment and Geographic Information, page 27

1.

  We note your discussion of revenues by Computing, Consumer, Communications, and Power Supply and Industrial in your earnings call for the fiscal quarter ended September 30, 2022.   In future filings, please provide disaggregated revenue by category, consistent with your earnings calls.  Refer to Paragraphs 5 and 6 of ASC 606-10-50 for guidance.

Response: In response to the Staff’s comment, the Company notes that it designs, develops and supplies power semiconductor products that are being used in computing, consumer electronics, communication and industrial end markets. The Company provides revenue information by these end market applications in its earnings calls so it can provide investors with a general idea of where the Company’s products are being used. However, the Company does not organize its internal operations based on these end market applications. The Company considered the guidance in ASC 606-10-50-5, 50-6 and 55-89 through 55-91.  In doing so, the Company observed the following:

•The Company sells a majority of its products through distributors and often does not sell directly to the manufacturers for the end market applications (i.e., in most instances, the end market user is not the Company’s customer).

•The revenue by end market is not being reviewed by the chief operating decision maker for evaluating the Company’s financial performance nor is it used otherwise by the Company to evaluate its financial performance or make resource allocation decisions.

Based on the above, the Company does not believe the guidance in ASC 606-10-50 requires the Company to disaggregate revenue by end market in its financial statements.  However, in the interest of providing investors with additional end market information as those set forth in the Company’s quarterly earnings calls, the Company determined that it is appropriate to present such end market revenue information in the MD&A of its filings with the SEC, commencing on the Quarterly Report on Form 10-Q for the fiscal period ended December 31, 2022, which was filed on February 8, 2023 (the “December 2022 Form 10-Q”).

Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 35

2. If your operations have experienced or are experiencing inflationary pressures or rising costs, please expand to identify the principal factors contributing to the inflationary pressures the company has experienced and clarify the resulting impact to the company.  Please also revise to identify actions planned or taken, if any, to mitigate inflationary pressures.

Response: In response to the Staff’s comment, the Company has revised the disclosures on page 35 of the December 2022 Form 10-Q under the heading “Impact of COVID-19 Pandemic to our Business” in the MD&A to provide additional discussion regarding the impact of inflation.  The Company intends to continue to update, if appropriate, such disclosures in future filings.

* * *

If the Staff has any questions or comments regarding the foregoing, please contact the undersigned by telephone at (650) 843-7263 or via email at albert.lung@morganlewis.com.

  Sincerely,

  Morgan, Lewis & Bockius LLP

  By: /s/ Albert Lung

  Name: Albert Lung

cc: Yifan Liang

Chief Financial Officer and Corporate Secretary

Alpha and Omega Semiconductor Limited

United States securities and exchange commission logo
February 3, 2023
Yifan Liang
Chief Financial Officer and Corporate Secretary
Alpha and Omega Semiconductor Limited
Clarendon House, 2 Church Street
Hamilton HM 11 Bermuda
Re:Alpha and Omega Semiconductor Limited
Form 10-K for the Fiscal Year Ended June 30, 2022
Form 10-Q for the Fiscal Quarter Ended September 30, 2022
Filed September 20, 2022 and November 7, 2022
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.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Quarterly Period Ended September 30, 2022
Notes to Condensed Consolidated Financial Statements
Segment and Geographic Information, page 27
1.We note your discussion of revenues by Computing, Consumer, Communications, and
Power Supply and Industrial in your earnings call for the fiscal quarter ended September
30, 2022.   In future filings, please provide disaggregated revenue by category, consistent
with you earnings calls.  Refer to Paragraphs 5 and 6 of ASC 606-10-50 for guidance.

Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 35
2.If your operations have experienced or are experiencing inflationary pressures or rising
costs, please expand to identify the principal factors contributing to the inflationary

 FirstName LastNameYifan Liang
 Comapany NameAlpha and Omega Semiconductor Limited
 February 3, 2023 Page 2
 FirstName LastName
Yifan Liang
Alpha and Omega Semiconductor Limited
February 3, 2023
Page 2
pressures the company has experienced and clarify the resulting impact to the company.
Please also revise to identify actions planned or taken, if any, to mitigate inflationary
pressures.
            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.
            You may contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at 202-551-3723
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

February 27, 2020
Yifan Liang
Chief Financial Officer and Corporate Secretary
Alpha and Omega Semiconductor Limited
Clarendon House, 2 Church Street
Hamilton HM 11, Bermuda
Re:Alpha and Omega Semiconductor Limited
Form 10-K for Fiscal Year Ended June 30, 2019
Filed August 23, 2019
File No. 001-34717
Dear Mr. Liang:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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		Document

Morgan, Lewis & Bockius LLP

1400 Page Mill Road

Palo Alto, CA 94304

Tel. +1.650.843.4000

Fax: +1.650.843.4001

www.morganlewis.com

Albert Lung

650-843-7263

albert.lung@morganlewis.com

February 26, 2020

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE Mail Stop 3233

Washington, D.C. 20549

Attention:   Andi Carpenter

      Anne McConnell

Re:

 Alpha and Omega Semiconductor Limited

Form 10-K for Fiscal Year Ended June 30, 2019

Form 8-K for Period Ended February 5, 2020

Form 10-Q for Fiscal Quarter Ended December 31, 2019

File No. 001-34717

Ladies and Gentlemen:

We are writing on behalf of Alpha and Omega Semiconductor Limited (the “Company”) in response to the letter of comments from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company dated February 18, 2020 (the “Comment Letter”), with respect to the Company’s Form 10-K for the fiscal year ended June 30, 2019 (“Form 10-K”), Form 8-K for the period ended February 5, 2020 (“Form 8-K”) and Form 10-Q for the fiscal quarter ended December 31, 2019 (“Form 10-Q” and together with the Form 10-K and Form 8-K, the “Filings”).

The numbered paragraphs below restate in bold and italics the numbered paragraphs in the Comment Letter, and the discussion set out below each such paragraph is the Company’s response to the Staff’s comment. Unless indicated otherwise, the page numbers referenced in the Company’s responses below refer to page

    1

numbers in the respective Filings. Capitalized terms used in this letter but not otherwise defined herein shall have the meanings ascribed to such terms in the respective Filings.

Form 8-K filed on February 5, 2020

Exhibit 99.1

Alpha and Omega Semiconductor Reports Financial Results for the Fiscal Second Quarter of

2020 Ended December 31, 2019, page 1

1.

 In the bullets under the heading “Financial Results for Fiscal Q2 Ended December 31, 2019”, we note you discuss changes in non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, and non-GAAP income per share. Please do not discuss and analyze non-GAAP measures without a similar discussion and analysis of the most directly comparable GAAP measure in a location with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the updated Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

In response to the Staff’s comment, the Company notes that this comment relates to certain narrative disclosures in bullet points immediately following the heading “Financial Results for Fiscal Q2 Ended December 31, 2019” that include certain discussion of non-GAAP financial measures, which was intended to describe the non-GAAP financial measures in the tables immediately above, where GAAP financial measures are presented prominently.  The Company acknowledges Item 10(e)(1)(i)(A) of Regulation S-K and CD&I Question 102.10.  Therefore, in future earnings releases and filings with the SEC, the Company will include, in equal or greater prominence, corresponding GAAP narrative disclosures in such bullet points in addition to the non-GAAP narrative disclosures.

2.

 In your reconciliations related to non-GAAP net income and non-GAAP income per share, it appears you present certain adjustments, net of income taxes. Please revise your reconciliations to reflect the impact of income taxes as a separate adjustment and to explain how the tax impact is calculated. Refer to Question 102.11 of the updated Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

In response to the Staff’s comment, the Company notes that its non-GAAP adjustments consist of share-based compensation, pre-production expenses related to joint venture, and production ramp up costs related to joint venture. The income tax impact of each of these non-GAAP adjustments has been insignificant for all periods presented in the non-GAAP-to-GAAP reconciliation table as explained in more detail below.

The pre-production expenses and production ramp up costs were related to the Company’s joint venture operation in Chongqing, China. The joint venture has been in a loss position since its inception and the Company recorded a full valuation allowance on the joint venture’s net operating loss, because the Company does not believe that realization of tax benefits from the net operating loss is more likely than not. Therefore, there was no tax impact for these two non-GAAP adjustments in all periods presented in the reconciliation.

With respect to the non-GAAP adjustment for share-based compensation, the Company notes that the Company is a foreign holding company incorporated in Bermuda with various subsidiaries, including certain U.S. subsidiaries.  Virtually all of U.S. subsidiaries’ share-based compensation expense was billed to the parent holding company, which has a 0% income tax rate.  Therefore, the tax impact of non-GAAP adjustment of share-based compensation expense was de minimis and insignificant.  Specifically, including the tax impact of the non-GAAP adjustments would have reduced the non-GAAP net income by approximately $2,000, $5,000 and $2,000 for the three months ended December 31, 2019, September 30,

    2

2019 and December 31, 2018, respectively.  Such insignificant amount, even if included in the reconciliation table, would not have changed the amount of non-GAAP diluted net income per share in all periods presented.  Accordingly, the Company does not believe it would be useful to amend the earnings release or Form 8-K to include such tax impact in the reconciliation table that was already filed with the SEC.  In future filings, the Company intends to include the impact of income taxes as a separate adjustment in its reconciliation table.

Form 10-Q for the quarterly period ended December 31, 2019

Management's Discussion and Analysis of Financial Condition and

Results of Operations, page 32

3.

 We note your disclosures that decreases in gross margins were primarily the result of low capacity utilization due to the commencement of limited mass production in your Chongqing joint venture during the interim periods. Please revise future disclosures to more fully explain your expectations regarding production at your joint venture, including the additional costs you expect to incur to reach full production and the anticipated time frame when you expect full production to commence. Please update these disclosures and explain reasons for significant changes, to the extent applicable.

In response to the Staff’s comment, the Company will revise these disclosures in the Company’s next Quarterly Report on Form 10-Q to more fully explain its expectations regarding production at the joint venture, including the additional costs the Company expects to incur to reach full production, if applicable, and the anticipated time frame.

* * *

We would greatly appreciate any assistance the Staff can provide in obtaining any expeditious review of this response letter.

Please contact the undersigned at (650) 843-7263 with any questions regarding the foregoing.

 Very truly yours,

 Morgan, Lewis & Bockius LLP

 By:

 /s/ Albert Lung

 Name:

 Albert Lung

cc:

 Yifan Liang

Chief Financial Officer and Corporate Secretary

Alpha and Omega Semiconductor Limited

    3

February 18, 2020
Yifan Liang
Chief Financial Officer and Corporate Secretary
Alpha and Omega Semiconductor Limited
Clarendon House, 2 Church Street
Hamilton HM 11, Bermuda
Re:Alpha and Omega Semiconductor Limited
Form 10-K for Fiscal Year Ended June 30, 2019
Form 8-K for Period Ended February 5, 2020
Form 10-Q for Fiscal Quarter Ended December 31, 2019
File No. 001-34717
Dear Mr. Liang:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K filed on February 5, 2020
Exhibit 99.1
Alpha and Omega Semiconductor Reports Financial Results for the Fiscal Second Quarter of
2020 Ended December 31, 2019 , page 1
1.In the bullets under the heading “Financial Results for Fiscal Q2 Ended December 31,
2019”, we note you discuss changes in non-GAAP gross margin, non-GAAP operating
expenses, non-GAAP operating income, and non-GAAP income per share.  Please do not
discuss and analyze non-GAAP measures without a similar discussion and analysis of the
most directly comparable GAAP measure in a location with equal or greater prominence.
Refer to Item 10(e)(1)(i)(A) of Regulation S-K  and Question 102.10 of the updated
Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

 FirstName LastNameYifan Liang
 Comapany NameAlpha and Omega Semiconductor Limited
 February 18, 2020 Page 2
 FirstName LastName
Yifan Liang
Alpha and Omega Semiconductor Limited
February 18, 2020
Page 2
2.In your reconciliations related to non-GAAP net income and non-GAAP income per
share, it appears you present certain adjustments, net of income taxes.  Please revise your
reconciliations to reflect the impact of income taxes as a separate adjustment and to
explain how the tax impact is calculated.  Refer to Question 102.11 of the updated
Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
Form 10-Q for the quarterly period ended December 31, 2019
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 32
3.We note your disclosures that decreases in gross margins were primarily the result of low
capacity utilization due to the commencement of limited mass production in your
Chongqing joint venture during the interim periods.  Please revise future disclosures to
more fully explain your expectations regarding production at your joint venture, including
the additional costs you expect to incur to reach full production and the anticipated time
frame when when you expect full production to commence.  Please update these
disclosures and explain reasons for significant changes, to the extent applicable.

            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.
            You may contact Andi Carpenter at 202-551-3645 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

Mail Stop 3030
February 9 , 2017

Via E -mail
Mr. Yifan Liang
Chief Financial Officer
Alpha and Omega Semiconductor Limited
Clarendon House
2 Church Street
Hamilton HM 11, Bermuda

Re: Alpha and Omega Semiconductor Limited
 Form 10-K for the Fiscal Year Ended June 30, 2016
Filed August 26, 2016
File No. 001 -34717

Dear Mr. Liang :

We have completed our review of your filings.  We remind you that  the company and its
management  are responsible for the accuracy and adequacy of the ir disclosure , notwithstanding
any review, comments, action or absence of action by the s taff.

        Sincerely,

        /s/ Brian Cascio

 Brian Cascio
Accounting Branch Chief
 Office of Electronics and Machinery

CORRESP
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		Document

Albert Lung

650.843.7263

alung@morganlewis.com

February 1, 2017

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, 2016

Filed August 26, 2016

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 January 27, 2017 (the “Comment Letter”), with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 filed on August 26, 2016 (the “2016 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.

Form 10-K for the Fiscal Year Ended June 30, 2016

Item 9A. Management’s Annual Report on Internal Control over Financial Reporting, page 57

1.

 Please amend your filing to include a statement identifying the framework used by management to evaluate the effectiveness of your internal control over financial reporting - e.g., COSO framework (2013). In addition, revise the report to include management’s conclusion on the effectiveness of your internal control over financial reporting as of the end of the period, including a clear statement as to whether or not

    1

internal control over financial reporting is effective. Refer to Items 308(a)(2) and (3) of Regulation S-K.

In response to the Staff’s comment, the Company notes that it has filed a Form 10-K/A concurrently with the submission of this response letter to identify the COSO framework and expressly state the conclusion of the management’s assessment of the effectiveness of the Company’s internal control over financial reporting.  As discussed with the Staff on the telephone on January 31, 2017, we note that the Company has always included such disclosures in its Annual Reports on Form 10-Ks filed prior to 2016.  However, during the process of preparing the 2016 Form 10-K, the Company inadvertently omitted the paragraph that contained such disclosures.

* * * *

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

Mail Stop 3030
January 2 7, 2017

Via E -mail
Mr. Yifan Liang
Chief Financial Officer
Alpha and Omega Semiconductor Limited
Clarendon House
2 Church Street
Hamilton HM 11, Bermuda

Re: Alpha and Omega Semiconductor Limited
 Form 10-K for the Fiscal Year Ended June 30 , 2016
Filed August 26 , 2016
File No. 001 -34717

Dear Mr. Liang :

We have reviewed your filing and have the following  comment .  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this comment  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 our
comm ent applies  to your facts and circumstances, please tell us why in your response.

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

Form 10 -K for the Fiscal Year Ended June 30, 2016

Item 9A.  Management’s Annual Report on Internal Control over Financial Reporting, page 57

1. Please amend your filing to include a statement identifying the framework used by
management to evaluate the effectiveness of your internal control over financial reporting
- e.g., COSO framework (2013).   In addition, revise the report to include management’s
conclusion on the effectiveness of your internal control over financial reporting as of the
end of the period, including a clear statement as to whether or not internal control over
financial reporting is effective. Refer to Items 308(a)(2) and (3) of Regulation S -K.

Yifan Liang
Alpha and Omega Semiconductor Limited
January 2 7, 2017
Page 2

 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.

You may contact Julie Sherman  at (202) 551 -3640 or me at (202) 551 -3676  if you have
any questions regarding comments on the financial statements and related matters. Please contact
Tom Jones at (202) 551 -3602 or Geoffrey Kruczek, Senior Attorney, at (202) 551 -3641 with any
other questions.

Sincerely,

 /s/ Brian Cascio

 Brian Cascio
Accounting Branch Chief
Office of Electronics and Machinery

CORRESP
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Alpha and Omega Semiconductor Limited

Clarendon House, 2 Church Street

Hamilton HM 11, Bermuda

January 13, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

 Washington, DC 20549

Attention: Tom Jones

Re:
Alpha and Omega Semiconductor Limited

Registration Statement on Form S-3

Filed November 17, 2016, as amended on January 11, 2017

 File No. 333-214666

Dear Mr. Jones:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Alpha and Omega Semiconductor Limited (the “Company”) hereby requests the acceleration of the effective date of the above referenced Registration Statement on Form S-3, as amended, of the Company so that it will become effective on January 13, 2017 at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.

In connection therewith, the Company acknowledges that:

·

Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

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

Very truly yours,

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

By:

/s/ Yifan Liang

Name:

Yifan Liang

Title:

Chief Financial Officer and Corporate Secretary

CORRESP
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Alpha and Omega Semiconductor Limited

Clarendon House, 2 Church Street

Hamilton HM 11, Bermuda

January 12, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

 Washington, DC 20549

Attention: Tom Jones

Re:
Alpha and Omega Semiconductor Limited

Registration Statement on Form S-3

Filed November 17, 2016, as amended on January 11, 2017

 File No. 333-214666

Dear Mr. Jones:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Alpha and Omega Semiconductor Limited (the “Company”) hereby requests the acceleration of the effective date of the above referenced Registration Statement on Form S-3, as amended, of the Company so that it will become effective on January 13, 2016 at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.

In connection therewith, the Company acknowledges that:

·
Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·
The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

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

Very truly yours,

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

By:

/s/ Yifan Liang

Name:

Yifan Liang

Title:

Chief Financial Officer and Corporate Secretary

Mail Stop 3030
April 14, 2016

Via E -mail
Mr. Yifan Liang
Chief Financial Officer
Alpha and Omega Semiconductor Limited
Clarendon House, 2 Church Street
Hamilton HM 11 , Bermuda

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. Liang :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response  to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal secu rities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules re quire.

        Sincerely,

        /s/ Brian Cascio

 Brian Cascio
Accounting Branch Chief
 Office of Electronics and Machinery

CORRESP
1
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		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

Mail Stop 3030
March 15, 2016

Via E -mail
Mr. Yifan Liang
Chief Financial Officer
Alpha and Omega Semiconductor Limited
Clarendon House, 2 Church Street
Hamilton HM 11 , Bermuda

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. Liang :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

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

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

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

Financial Statements

Report of Independent Registered Public Accounting Firm, page 57

1. We note that the introductory paragraph of the report of the independent registered public
accounting firm on page 57 do es not refer to your statements of operations. Please have
your auditors revise their report in an amended filing to reference your statements of
operations.

Mr. Yifan Liang
Alpha and Omega Semiconductor Limited
March 15, 2016
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging 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.

You may contact Julie Sherman at  (202) 551 -3640  or me, at (202) 551 -3676 with any
questions. You may also reach Martin James, Senior Assistant Chief Accountant, at (202) 551 -
3671.

Sincerely,

            /s/ Brian Cascio

 Brian Cascio
Accounting Branch Chief
Office of Electronics and Machinery