SecProbe.io

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 January 20, 2026

Christopher Lee
Chief Financial Officer
SemiLEDs Corp
3F, No.11 Ke Jung Rd., Chu-Nan Site,
Hsinchu Science Park, Chu-Nan 350
Miao-Li County
Taiwan, R.O.C

 Re: SemiLEDs Corp
 Form 10-K for the fiscal year ended August 31, 2025
 Filed November 28, 2025
 File No. 001-34992
Dear Christopher Lee:

 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
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 Telephone: +886-37-586788 Fax Number: +886-37-582688 3F, No. 11 Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350, Miao-Li County, Taiwan, R.O.C.     January 20, 2026 Via EDGAR   Mr. Jeff Gordon Division of Corporation Finance Securities and Exchange Commission 100 F Street Washington, DC 20549 Re: SemiLEDs Corp Form 10-K for the fiscal year ended August 31, 2025 Filed November 28, 2025 File No. 001-34992   Dear Sirs: In responding to your comment letter dated January 12, 2026, please see our response below: Form 10-K for the fiscal year ended August 31, 2025 Notes to Consolidated Financial Statements Note 2 - Summary of Significant Accounting Policies Revenue Recognition, page 52 1. We note your new business initiative (i.e., buy-sell orders of equipment) has significantly impacted your revenues and cost of revenues. Please address the following items. • In future filings, expand your disclosure (here and within your critical accounting policies and estimates on page 33) to clearly discuss buy-sell orders of equipment and your related accounting policies, including but not limited to gross versus net accounting treatment. • Provide to us supplementally your assessment of ASC 606 in your determination of whether to present revenue on a gross or net basis. In this

 regard, ensure your response addresses principal versus agent considerations as discussed in ASC 606-10-55-36 through 40.   Response: We have expanded our disclosures in the Summary of Significant Accounting Policies - Revenue Recognition in footnote 2 to Notes to Unaudited Condensed Consolidated Financial Statements and in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies End estimates in our Form 10-Q for the first fiscal quarter ended November 30, 2025 filed on January 14, 2026, and will continue disclosing them plus the new language in brackets below in our future filings. We added the following disclosures:   Gross Versus Net Revenue ASC 606 provides guidance on proper recognition of principal versus agent considerations which is used to determine gross versus net revenue recognition. Under ASC 606, the core objective of the guidance on gross versus net revenue recognition is to help determine whether an entity is a principal or an agent in a transaction. In general, the primary difference between these two is the performance obligation being satisfied. The principal has a performance obligation to provide the desired goods or services to the end customer, whereas the agent arranges for the principal to provide the desired goods or services. Additionally, a fundamental characteristic of a principal in a transaction is control. A principal substantively controls the goods and services before they are transferred to the customer as well as controls the price of the good or service being provided. An agent normally receives a commission or fee for these activities. In addition to control, the level at which an entity controls the price of the good or service being transferred determines principal versus agent status. The more discretion over setting price a company has in providing the good or service, the more likely they are considered a principal rather than an agent. Under the guidance when another party is involved in providing a good or service to a customer, an entity is a principal if the entity obtains control of the asset or right to a service performed by the other party. The Company’s revenues were substantially derived from buy-sell purchase orders of equipment. Under buy-sell purchase orders, the Company purchases certain machinery and equipment (the Goods) from vendors and sells them to customers. [The Company obtains control of the Goods and bears the risk of inventory loss once the vendor ships the Goods to the Company.] Control of the Goods, including title and risk of loss, transfers to customers upon delivery at their designated seaport, and the Company has discretion in establishing prices. Accordingly, revenue from these transactions is recognized at the gross sales price.

 In determining whether to present revenue on a gross or net basis, we assessed the guidance in ASC 606, including the principal versus agent considerations discussed in ASC 606-10-55-36 through 40. In particular, we considered the following:

   Applying the above criteria, in our buy-sell purchase order transactions, we acquire title to the equipment once the vendor has shipped the equipment to us and control the equipment before it is transferred to our customers. In particular, we are responsible for the equipment before it is transferred, we bear the inventory risk, and we have the pricing discretion. Based on our analysis, we are the principal for providing the equipment. Accordingly, we recognize revenue from these transactions at the gross sales price.

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<TEXT>
 January 12, 2026

Christopher Lee
Chief Financial Officer
SemiLEDs Corp
3F, No.11 Ke Jung Rd., Chu-Nan Site,
Hsinchu Science Park, Chu-Nan 350
Miao-Li County
Taiwan, R.O.C

 Re: SemiLEDs Corp
 Form 10-K for the fiscal year ended August 31, 2025
 Filed November 28, 2025
 File No. 001-34992
Dear Christopher Lee:

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

Form 10-K for the fiscal year ended August 31, 2025
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page 52

1. We note your new business initiative (i.e., buy-sell orders of
equipment) has
 significantly impacted your revenues and cost of revenues. Please
address the
 following items.
 In future filings, expand your disclosure (here and within your
critical accounting
 policies and estimates on page 33) to clearly discuss buy-sell
orders of equipment
 and your related accounting policies, including but not limited to
gross versus net
 accounting treatment.
 Provide to us supplementally your assessment of ASC 606 in your
determination
 of whether to present revenue on a gross or net basis. In this
regard, ensure your
 January 12, 2026
Page 2

 response addresses principal versus agent considerations as discussed
in ASC
 606-10-55-36 through 40.

 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 Jeff Gordon at 202-551-3866 or Hugh West at 202-551-3872
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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            3F, No. 11 Ke Jung Rd., Chu-Nan Site,

            Hsinchu Science Park, Chu-Nan 350,

            Miao-Li, Taiwan, R.O.C.

            Telephone: +886-37-586788

            Fax Number: +886-37-582688

  June 4, 2021

  VIA EDGAR

    U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Manufacturing

  100 F Street, N.E.

  Washington, D.C. 20549

            Attn:

            Kevin Stertzel

          Re:

            SemiLEDs Corporation

            Registration Statement on Form S-3

            Filed May 28, 2021

            File No. 333-256613

  Ladies and Gentlemen:

  Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, SemiLEDs Corporation (the “Company”) hereby requests that the
    Securities and Exchange Commission take appropriate action to declare the Company’s Registration Statement on Form S-3 (File No. 333-256613) effective at 12:00 pm Eastern Time on June 8, 2021, or as soon as practicable thereafter.

  Please notify Brett Cooper of Orrick, Herrington and Sutcliffe LLP, the Company’s outside counsel, of such effectiveness by telephone at (415) 773-5918.

  [Signature page follows]

  Sincerely,

          SEMILEDS CORPORATION

          By:

          Name: Trung Tri Doan

          Title: Chief Executive Officer

            cc:

            Christopher Lee, SemiLEDs Corporation

            Brett Cooper, Esq., Orrick, Herrington & Sutcliffe LLP

United States securities and exchange commission logo
June 3, 2021
Trung Tri Doan
Chief Executive Officer
SemiLEDs Corp
3F, No.11 Ke Jung Rd., Chu-Nan Site
Hsinchu Science Park, Chu-Nan 350
Miao-Li County, Taiwan, R.O.C.
Re:SemiLEDs Corp
Form S-3 Filed May 28, 2021
File No. 333-256613
Dear Mr. Doan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Kevin Stertzel at (202) 551-3723 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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

       DIVISION OF
CORPORATION FINANCE

February 19, 201 3

Via Email
Mr. Trung Tri Doan
Chief Executive Officer
SemiLEDs Corporation
3F, No.  11 Ke Jung Rd.
Chu-Nan Site
Hsinchu Science Park, Chu -Nan 350
Miao -Li County, Taiwan, R.O.C.

Re: SemiLEDs Corporation
Form 10-K for the Fiscal Year Ended August 31, 2012
Filed Decembe r 13, 2012
File No.: 001-34992

Dear Mr. Doan :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose th e Commission from taking
any action with resp ect to the company or 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  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 rules require.

Sincerely,

        /s/ Kevin L. Vaughn

        Kevin L. Vaughn
        Accounting Branch Chief

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SEMILEDS

3F, No. 11 Ke Jung Rd., Chu-Nan Site
   Hsinchu Science Park, Chu-Nan 350
   Miao-Li County, Taiwan, R.O.C.

Telephone: +886-37-586788
   Fax Number: +886-37-582688

February 7, 2013

Via EDGAR and Facsimile

Mr. Kevin L. Vaughn
 Accounting Branch Chief
 Division of Corporation Finance
 Securities and Exchange Commission
 100 F Street, N.E.
 Washington, DC 20006-4561

Re:

SemiLEDs   Corporation

Form 10-K   for the Fiscal Year Ended August 31, 2012

Filed   December 13, 2012

File   No.: 001-34992

Dear Mr. Vaughn:

On behalf of SemiLEDs Corporation (the “Company”), this letter responds to comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the above-referenced filings in a letter dated January 28, 2013.  For your convenience, the response repeats the comments in the January 28, 2013 letter.

Form 10-K for the Fiscal Year Ended August 31, 2012

Item 7.                                    Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 52

Key Factors Affecting Our Financial Condition, Results of Operations and Business, page 53

Intellectual Property Issues, page 54

1.              We note the injunction you agreed to regarding sales and imports of “certain accused products” in the United States.  Please tell us, with a view toward disclosure of material known trends and events in future filings, the amount of historical revenues in the United States that relates to those “certain accused products” and the impact on your results of operations in the United States and globally since the injunction went into effect.  For example, was a material portion of your historical revenue globally related to those “certain accused products?”  While we note your disclosure regarding sales of a new EV product in the United States, it is unclear from your disclosure whether and to what extent those sales have or will offset sales of the “certain accused products” or whether you believe your results of operations have been or will be materially impacted.

Revenue from sales in the United States of LED chips and LED components subject to the injunction provided for under the settlement agreement with Cree, Inc. accounted for 7%, 7% and 4% of the Company’s total revenues for the years ended August 31, 2012, 2011 and 2010, respectively, and 8% of the Company’s total revenues for the one month ended September 30, 2012 (the last month before the injunction went into effect).

Historically, substantially all of the Company’s revenues generated from the sales of LED chips and LED components, other than the sales of contract manufactured LED components, were related to the accused products. During the fourth quarter of fiscal 2012, the Company launched the new “Enhanced Vertical” LED product series (the “EV LED”) not subject to the injunction, and which the Company is now selling globally, including in the United States. The EV LED products are the newer generations of the accused products. The Company currently plans to fully convert its manufacturing facilities from the manufacturing of the accused products to the manufacturing of the new EV LED products in the near term, such that, following that conversion, it will sell only the new EV LED products both globally and in the United States. Revenues from the sales of EV LED products in the fourth quarter of fiscal 2012 and the first quarter of fiscal 2013 have not been material, primarily because the products must be certified and qualified by the Company’s existing and potential customers before they can be purchased by these customers. The certification for and qualification of new products by existing or potential customers is a lengthy and uncertain process. The delay in adoption the new EV LED products, along with other factors detailed in the Company’s filings with the SEC, has negatively impacted the Company’s revenues and operating results in the last two quarters and may continue to impact the Company’s revenues and operating results in future quarters.

The Company  will include disclosure of material known trends, if any, in future filings.

Year Ended August 31, 2012 Compared to Year Ended August 31, 2011, page 68

2.              To the extent that changes in the amount of revenues related to LED chips compared to LED components relates to a change in strategy by you, as indicated by your disclosure on pages 25 and 56 and statements management’s 4th quarter earnings call, please ensure your disclosure in future filings discusses that strategy and the impact on the results you disclose, including gross margin.  Also, to the extent this strategic shift represents a known trend that you believe will materially impact your results of operation or financial condition, please discuss in future filings, if applicable, such impact.

It is, as disclosed by the Company on page 25 of the Form 10-K, the intention of the Company to increase the absolute level of sales of LED components. As the table on page 56 demonstrates, sales of LED components have also represented an increasing percentage of the Company’s sales over the last three fiscal years.  The LED market is very competitive and pricing conditions have become extremely aggressive since calendar year 2011, which has negatively impacted the Company.  To address this situation, the Company has attempted to direct its efforts to areas of its business where it sees the best opportunity for the most profitable sales.  In fiscal 2012, those more profitable opportunities have been in the LED components market rather than the LED chip market where the Company has been forced to cut prices on its older inventory. While the Company wants to continue to increase the absolute level of LED component sales, the Company is hoping that the new EV LED product series of LED chips will also present an opportunity for profitable growth (particularly the UV market), once customers and prospective customers have certified and qualified these products.  If this occurs, then it is likely that the percentage of total sales represented by LED components will decline and the percentage of total sales represented by LED chips will again increase.

2

While the strategy to pursue opportunities for profitable growth (including greater emphasis on the sale of LED components) has helped to improve revenues in fiscal 2012 and could have a positive influence on margins if it succeeds, results to date do not yet reflect this, as increased sales of products with higher sales prices may not (and have not to date) translated into higher margins as a result of product mix and excess capacity among other things.  The Company will attempt to clarify in its disclosures in future filings the impact of its strategy on its results to the extent the strategy has a demonstrable impact. The Company  will also include disclosure of material known trends, if any develop, in future filings.

Item 8.            Financial Statements and Supplementary Data, page 78

Note 3.                                 Balance Sheet Components, page 95 Property, Plant and Equipment, page 95

3.              We note your disclosure in this note that the fair value of property, plant and equipment on which you recorded an impairment charge of $7.5 million during the year ended August 31, 2012 was based, in part, on third-party independent valuations.  Please describe to us and revise future filings to clarify the nature and extent of the third party appraiser’s involvement and management’s reliance on the work of the independent appraisers.  Please refer to Question 141.02 of the Compliance and Disclosure Interpretations on Securities Act Sections, which can be found at http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm, and which would be applicable to the extent your Form 10-K is incorporated by reference into any registration statement.

Management has considered Question 141.02 of the Compliance and Disclosure Interpretations on Securities Act Sections.  Based on that question, since the Company did not include or summarize the valuation report provided by the  third party appraiser nor attribute it to the third party, management concluded that the Company was not required to name the third party expert or obtain the expert’s consent, despite the Form 10-K’s incorporation by reference in the Company’s currently effective Form S-8 registration statement.

The Company will clarify the language in future filings to remove any suggestion that the Company is attributing the valuations to a third party expert. The long-lived assets impairment determination was made by management with the assistance of a third party expert and the Company’s disclosure was not intended to suggest or imply otherwise.

The Company expects such disclosure would read as follows:

“Management reviewed the Company’s long-lived assets for impairment and recognized an impairment charge of $7,507 thousand on certain of its property, plant and equipment for the year ended August 31, 2012 based on the present value of expected future net cash flows discounted at the weighted average cost of capital, taking into consideration a third-party independent valuation for its machinery and equipment.”

3

Note 5.                                 Investments in Unconsolidated Entities, page 99

4.              Please provide to us your significance calculations pursuant to the requirements of Rule 3-09 (a) of Regulation S-X related to your equity method investment in China SemiLEDs for fiscal 2011.

For fiscal 2011, the Company assessed the significance of its equity method investment in China SemiLEDs in accordance with Rule 3-09 of Regulation S-X using the Company’s and China SemiLEDs’ audited balance sheet and statement of operations as of and for the year ended August 31, 2011. The results for the investment test and the income test were 8.0% and 18.5%, respectively.

The percentages were calculated as follows (the dollar amounts below are in thousands of U.S. dollars and are based on U.S. GAAP audited financial statements of the Company and China SemiLEDs):

The   Company’s investment in and advances to China SemiLEDs as of August 31,   2011

$14,214

Investment

=

=

=

8.0%

Test

Consolidated   total assets of the Company as of August 31, 2011

$178,326

The   Company’s equity in the pre-tax loss of China SemiLEDs for the year ended   August 31, 2011(1)

$2,852

Income

=

=

=

18.5%

Test

Consolidated   pre-tax loss of the Company for the year ended August 31, 2011(2)

$15,379

(1)                                 In accordance with the SEC Financial Reporting Manual, Topic 2, Section 2410.3, “Income Test — Implementation Point 1 — Calculating the Numerator,” the Company’s share of China SemiLEDs pre-tax loss was adjusted for the basis difference resulting from the excess of the Company’s share of the net assets of China SemiLEDs over the carrying value of its investment of $278 thousand for the year ended August 31, 2011.

(2)                                 In accordance with the SEC Financial Reporting Manual, Topic 2, Section 2410.4, “Income Test — Implementation Point 2 — Calculating the Denominator,” the Company’s loss before income taxes was adjusted to exclude the portion attributable to noncontrolling interests in the Company’s subsidiary.

4

Exhibit 99.1 Xurui Guangdian Co., Ltd’s Financial Statements as of August 31, 2012 (Audited) and 2011 (Unaudited) and for the Years Then Ended

5.              We note that the independent auditor for Xurui Guangdian Co., Ltd.’s conducted its audits in accordance with both “generally accepted auditing standards as established by the Auditing Standards Board (United States)” and in accordance with “the auditing standards of the Public Company Accounting Oversight Board (United States).”  As we note that the term “generally accepted auditing standards as established by the Auditing Standards Board (United States)” is not one that is required by AU 508, and to be consistent with the guidance in paragraph 3 of PCAOB Auditing Standard No. 1, please have your auditors remove the reference from their audit report.

The revised auditor’s report will appear in Exhibit 99.1 of the amendment to the Form 10-K being filed by the Company.

6.              Further to the above, the reference in the audit report to the “auditing standards of the Public Company Accounting Oversight Board (United States)” is not consistent with the requirements of paragraph 3 of PCAOB Auditing Standard No. 1 which calls for the auditor to refer to “standards of the Public Company Accounting Oversight Board (United States).”  Please amend your filing to include a report from your independent auditors that complies with PCAOB Auditing Standard No. 1.

The revised auditor’s report will appear in Exhibit 99.1 of the amendment to the Form 10-K being filed by the Company.

7.              We note your independent auditor’s report in this Exhibit is signed by “ShineWing, ShineWing CPAs Shanghai Branch” located in Shanghai, People’s Republic of China.  Please confirm to us that this auditor is registered with the Public Company Accounting Oversight Board (US).  In this regard, we note that the list of registered audit firms with the PCAOB includes a listing for “ShineWing Certified Public Accountants.”  Please have your auditor clarify how, if at all, it is associated with the registered firm.  Further, if your auditor is a member of the registered firm and appropriately included in that PCAOB registration, please have your auditor ensure that its audit reports in future filings, including the amended Form 10-K, are signed under the name of the audit firm as indicated on the PCAOB registration.

The independent auditor of Xurui Guangdian Co., Ltd. located in Shanghai, People’s Republic of China, is a branch office of ShineWing Certified Public Accountants, a registered audit firm with the Public Company Accounting Oversight Board (United States). The revised auditor’s report signed under the name of “ShineWing Certified Public Accountants” will appear in Exhibit 99.1 of the amendment to the Form 10-K being filed by the Company.

5

The Company acknowledges that:

·                  the Company is responsible for the adequacy of the disclosure in the filings;

·                  Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; 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.

Because of the differences in time zones, please relay any oral inquiries or any questions concerning these responses to Barbara M. Lange, Esq. of Orrick, Herrington & Sutcliffe LLP, (415) 773-5749.

Very   truly yours,

/s/   Trung Tri Doan

Trung   Tri Doan

Chief Executive Officer

6

January 28, 2013

Via E -mail
Mr. Trung Tri Doan
Chief Executive Officer
SemiLEDs  Corporation
3F, No.  11 Ke Jung Rd.
Chu-Nan Site
Hsinchu Science Park, Chu -Nan 350
Miao -Li County, Taiwan, R.O.C.

Re: SemiLEDs Corporation
Form 10-K for the Fiscal Year Ended  August 31 , 2012
Filed Decembe r 13, 2012
File No.: 001-34992

Dear Mr. Doan :

We have reviewed your filing s and have the following comment s.  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 letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   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 resp onse.

After reviewing any amendment to your filings and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended August 31, 2012
Item 7.    Management's Discussion and Analysis of F inancial Condition and Results
of Operation s, page 52
Key Factors Affecting Our Financial Condition, Results of Operations and  Business , page 53
Intellectual Property Issues, page 54

1. We note the injunction you agreed to regarding sales and imports of “ce rtain accused
products” in the United States.   Please tell us, with a view toward disclosure of material
known trends and events in future filings, the amount of historical revenues in the United
States that relates to those “certain accused products” and the impact on your results of

Mr. Trung Tri Doan
SemiLEDs Corporation
January 2 8, 2013
Page 2

 operations in the United States and globally since the injunction went into effect.   For
example, was a material portion of your historical revenue globally related to those
“certain accused products?”   While we note your disc losure regarding sales of a new EV
product in the United States, it is unclear from your disclosure whether and to what extent
those sales have or will offset sales of the “certain accused products” or whether you
believe your results of operations have be en or will be materially impacted.

Year Ended August 31, 2012 Compared to Year Ended August 31, 201 1, page 68

2. To the extent that changes in the amount of revenues related to LED chips compared to
LED components relates to a change in strategy by you,  as indicated by your disclosure
on pages 25 and 56 and statements management’s 4 th quarter earnings call, please ensure
your disclosure in future filings discusses that strategy and the impact on the results you
disclose, including gross margin.    Also, t o the extent this strategic shift represents a
known trend that you believe will materially impact your results of operation or financial
condition, please discuss in future filings, if applicable, such impact.

Item 8.   Financial Statements and Supplementary Data, page 78

Note 3. Balance Sheet Components, page 95

Property, Plant and Equipment, page 95

3. We note your disclosure  in this note  that the fair value of  property, plant and equipment
on which you recorded an i mpairment charge of $7.5 million during  the year ended
August  31, 2012  was based, in part, on third -party independent valuations .  Please
describe to us and revise future filings to clarify the nature and extent of the third party
appraiser’s involvement a nd management’s reliance on the work of the independent
appraisers.  Please refer to Question 141.02 of the Compliance and Disclosure
Interpretations on Securities Act Sections, which can be found at
http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm, and which would be
applicable to the extent your Form 10 -K is incorporated by reference into any registration
statement.

Note 5.   Investments in Unconsolidated Entities, page 99

4. Please provide to us your significance calculations pursuant to the  requirements of Rule
3-09 (a) of Regulation S -X related to your equity method investment in China SemiLEDs
for fiscal 2011 .

Exhibit 99. 1 Xurui Guangdian Co., Ltd’s Financial Statements as of August 31, 2012 (Audited)
and 2011 (Unaudited) and for the Years Then Ended

5. We note that the independent auditor for Xurui Guangdian Co., Ltd.’s conducted its
audits in accordance with both “generall y accepted auditing standards as established by

Mr. Trung Tri Doan
SemiLEDs Corporation
January 2 8, 2013
Page 3

 the Auditing Standards Board (United States)” and in accordance with “the auditing
standards of the Public Company Accounting Oversight Board (United States).”   As we
note that the term “generally accepted au diting standards as established by the Auditing
Standards Board (United States)” is not one that is required by AU 508, and to be
consistent with the guidance in paragraph 3 of PCAOB Auditing Standard No. 1, please
have your auditors remove the reference f rom their audit report.

6. Further to the above, the reference in the audit report to the “auditing standards of the
Public Company Accounting Oversight Board (United States)” is not consistent with the
requirements of paragraph 3 of PCAOB Auditing Standar d No. 1 which calls for the
auditor to refer to “standards of the Public Company Accounting Oversight Board
(United States).”   Please amend your filing to include a report from your independent
auditors that complies with PCAOB Auditing Standard No. 1.
.
7. We note your independent auditor’s report in this Exhibit is signed by “ShineWing,
ShineWing CPAs Shanghai Branch” located in Shanghai, People’s Republic of
China.   Please confirm to us that this auditor is registered with the Public Company
Accounting Ov ersight Board (US). In this regard, we note that the list of registered audit
firms with the PCAOB includes a listing for “ShineWing Certified Public Accountants.”
Please have your auditor clarify how, if at all, it is associated with the registered firm.
Further, if your auditor is a member of the registered firm and appropriately included in
that PCAOB registration, please have your auditor ensure that its audit reports in future
filings, including the amended Form 10 -K, are signed under the name of the a udit firm as
indicated on the PCAOB registration.

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 app licable Exchange Act rules require.   Since the company 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 forec lose
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.

Mr. Trung Tri Doan
SemiLEDs Corporation
January 2 8, 2013
Page 4

 You ma y contact Tara Harkins, Staff Accountant, at (202) 551 -3639 or Jay Webb, Reviewing
Accountant, at (202) 551 -3603 if you have questions regarding these comments.  In this regard,
do not hesitate to contact me at (202) 551 -3643.

       Sincerely,

       /s/ Jay Webb “for”

        Kevin L. Vaughn
        Accounting Branch Chief

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  ORRICK, HERRINGTON & SUTCLIFFE

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  852-2218-9100

  fax
  852-2218-9200

  WWW.ORRICK.COM

December 7, 2010

VIA EDGAR AND HAND
DELIVERY

U.S. Securities and Exchange
Commission

Division of Corporate
Finance

100 F Street, N.E.

Washington, D.C. 20549

Mail Stop Number 3030

  Attn:

  Russell Mancuso, Branch Chief, Legal

  Gabriel Eckstein

  Daniel Morris, Special Counsel

  Martin James

  Kevin Vaughn, Branch Chief, Accounting

  Tara Harkins

  Re:

  SemiLEDs Corporation

  Registration Statement on Form S-1

  Registration No. 333-168624

Ladies and Gentlemen:

This letter is being filed in response to your
letter dated December 3, 2010 (the “Staff
Letter”), setting forth comments relating to Amendment No. 8 to the Registration Statement on Form S-1  (“Amendment No. 8”) of SemiLEDs Corporation (“SemiLEDs” or the
“Company”) filed on November 22, 2010, with the Securities and Exchange Commission (the “Commission” or
the “Staff”). The Company is concurrently filing today with the
Commission Amendment No. 9 to Form S-1
(“Amendment No. 9”).  For your reference, a copy of Amendment No. 9, together with four marked copies of Amendment No. 9 indicating changes from Amendment
No. 8, are enclosed with this letter.

The Staff’s comments are repeated below, followed by
the Company’s response and a summary of the responsive actions taken.  We have included for your convenience
specific page numbers in Amendment No. 9 that have
revisions to or insertions of language which seeks to address the Staff’s
comment.

PARTNERS:

PHOEBUS K.F. CHU  ·
ELIZABETH A. COLE  ·  ANDREW J. DALE  ·
MARK J. LEE  ·  EDWIN K.C. LUK  ·  ROBERT S. PÉ  ·  NEAL A. STENDER  ·
MICHELLE A.M. TAYLOR

SOOK YOUNG YEU

PARTNERS, ORRICK, HERRINGTON & SUTCLIFFE LLP,
REGISTERED FOREIGN LAWYERS:

DAVID K. CHO (CALIFORNIA)  ·
DAVID R. HALPERIN (NEW
YORK)  ·  MICHAEL T. HAWORTH (CALIFORNIA)  ·  MAURICE L.S. HOO (CALIFORNIA)  ·
ALLEN T.C. SHYU (ILLINOIS)

CHRISTOPHER H. STEPHENS (NEW YORK)

We
may not be successful in expanding..., page 19

1.             We
note that in response to prior comment 1 you have revised this risk factor
rather than the first risk factor on page 14 which specifically
contemplates infringement of your intellectual property rights. Revise the
heading of this risk factor to identify the risk of third-party infringement   discussed in the risk factor narrative on pages 19-20.  Furthermore, please revise the narrative to
clarify that the risk relates to your decision to market exclusively in
countries with weak intellectual property laws. Your current reference to
selling only in “certain select countries” is overly vague and does not clearly
identify the applicable risk. Make corresponding changes at page 93, as
necessary.

In response to the Staff’s comment, the Company has
added disclosure and clarified the language on pages 19 and 92-93.

Intellectual
Property Cross-Licensing..., page 123

2.             We
note that, in response to prior comment 4, you now disclose that only a material
breach allows you to terminate the agreement with China SemiLEDs.  Please tell us why, in light of section 11 in
exhibit 10.15,
only a material breach is cause for termination. For instance, we note that the
agreement would also appear to be terminated in the event of insolvency.

In response to the Staff’s comments, the Company has
revised the disclosure in the Registration Statement to clarify that the
language regarding termination provided on page 124 was intended to
explain the circumstances described under Section 11.1(3) of the
agreement, which describes termination rights available to the Company where it
has lost majority control of the board of directors of China SemiLEDs as a
result of a material breach by the other parties to the agreement.  The disclosure was not intended to enumerate
all instances where the Company could terminate the agreement.  The Company has nevertheless revised page 124
to include additional disclosure setting forth certain other termination rights
provided for in the agreement.

Exhibit 5.1

3.             We
note your response to prior comment 8 and reissue in part. Please ask your
counsel to revise the opinion to clarify, if true, that the factual statements
relied upon by it for purposes of its opinion were limited to those factual
statements made by representatives of the company. In this regard, we note that
item (c) of the second paragraph remains overbroad.

In response to the Staff’s comment, we have revised
our opinion and have filed such amended opinion as Exhibit 5.1.

2

4.             We
note your response to prior comment 9 and reissue. If the shares to be sold are
currently duly authorized,   please request that counsel revise its opinion
to provide this clarification.

Please see our response to comment 3.

Exhibit 8.1

5.             We
note your responses to prior comments 3 and 11. Given your response to comment
5 of the staff’s letter dated October 21, 2010, it remains unclear why you
now conclude that tax opinions are not required. Please confirm, if true, that
there are no material tax consequences to holders or to you related to the
application of United States, PRC or Taiwan tax law.

We
confirm that there are no material tax consequences to U.S. holders or the
Company as a result of the application of United States, PRC, Taiwan or other
foreign tax laws with respect to the issuance of the securities contemplated in
the Registration Statement.  Material
consequences to non-U.S. holders are set forth in Exhibit 8.1.

3

Should you have any questions or additional comments
concerning the foregoing, please contact me at +852-2218-9118 or by facsimile
at +852-2218-9280.

  Sincerely,

  /s/ Mark J. Lee

  Mark J. Lee

Enclosures

cc:           Trung T. Doan, CEO, SemiLEDs
Corporation

David Young, CFO, SemiLEDs Corporation

Thomas H. Tobiason, Orrick, Herrington &
Sutcliffe

Steven V. Bernard, Wilson Sonsini Goodrich Rosati

Allan Yu, KPMG (Taiwan)

Travis D. Jensen, KPMG LLP (United States)

4

CORRESP
1
filename1.htm

SemiLEDs
Corporation

3F, No.11 Ke Jung
Rd., Chu-Nan Site,

Hsinchu Science
Park, Chu-Nan 350,

Miao-Li County,
Taiwan, R.O.C.

December 6,
2010

VIA FACSIMILE AND ELECTRONIC SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Re:

  SemiLEDs Corporation - Registration
  Statement – Form S-1

  Registration Number: 333- 168624

Ladies and Gentlemen:

Pursuant to Rule 461
of Regulation C under the Securities Act of 1933, as amended, SemiLEDs Corporation
(the “Registrant”) hereby requests that the effective date of the
above-captioned registration statement on Form S-1 (as amended, the “Registration
Statement”), relating to the registration of 5,250,000 shares of the Registrant’s
Common Stock (including 787,500 shares subject to the underwriters’
over-allotment option), be accelerated so that it will be declared effective at
4:00 p.m., Eastern Time, on December 8, 2010 or as soon thereafter as
may be practicable.

The Registrant
acknowledges that should the Securities and Exchange Commission (the “Commission”)
or the Commission’s staff (the “Staff”), acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose
the Commission from taking any action with respect to the Registration
Statement. The Registrant also acknowledges that the action of the Commission
or the Staff, acting pursuant to delegated authority, in declaring the
Registration Statement effective, does not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the filings
and the Registrant may not assert Staff comments, the comment process in
general or this declaration of effectiveness by the Staff as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States. The Registrant understands that the Staff
will consider this request as confirmation by the Registrant of its awareness
of its responsibilities under the federal securities laws as they relate to the
offering of the securities covered by the Registration Statement.

  Sincerely,

  SemiLEDs Corporation

  By

  /s/
  Trung T. Doan

  Trung T. Doan

  Chairman, Chief Executive

  Officer and Director

CORRESP
1
filename1.htm

December 6, 2010

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:

  SemiLEDs Corporation

  Registration Statement on Form S-1 (File
  No. 333-168624)

Ladies and Gentlemen:

As underwriters of the Company’s proposed public
offering of up to 6,037,500 shares of common stock, we hereby join the Company’s
request for acceleration of the above-referenced Registration Statement,
requesting effectiveness for 4:00 p.m. (NYT) on December 8, 2010, or
as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and
Regulations under the Securities Act of 1933, we wish to advise you that we
have effected the following distribution of the Company’s Preliminary
Prospectus dated November 22, 2010, through the date hereof:

Preliminary Prospectus dated November 22,
2010:

2,942 copies to prospective Underwriters,
institutional investors, dealers and others

The undersigned advise that they have complied
and will continue to comply with Rule 15c2-8 under the Securities Exchange
Act of 1934.

  Very truly yours,

  MERRILL LYNCH, PIERCE, FENNER &
  SMITH

                               INCORPORATED

  BARCLAYS CAPITAL INC.

  JEFFERIES & COMPANY, INC.

  As Representatives of the
  several Underwriters

  By: BARCLAYS CAPITAL INC.

  By:

  /s/
  Victoria Hale

  Victoria Hale

  Vice President

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

       DIVISION OF
CORPORATION FINANCE

                     December 3, 2010

National Corporate Research Ltd. As Agent for SemiLEDs Corporation 615 South DuPont Highway Dover, DE 19901
Re: SemiLEDs Corporation
Amendment No. 8 to Registrati on Statement on Form S-1
Filed November 22, 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.

We may not be successful in expanding…, page 19

 1. We note that in response to prior comment 1 you have revised this risk factor rather than the first risk factor on page 14 which speci fically contemplates infringement of your
intellectual property rights.  Revi se the heading of this risk f actor to identify the risk of
third-party infringement discussed in the risk factor na rrative on pages 19-20.
Furthermore, please revise the na rrative to clarify that the risk  relates to your decision to
market exclusively in countri es with weak intellectual property laws. Your current
reference to selling only in “ce rtain select countries” is overl y vague and does not clearly
identify the applicable risk.  Make corre sponding changes at page 93, as necessary.

Intellectual Property Cr oss-Licensing…, page 123

2. We note that, in response to prior comment  4, you now disclose that only a material
breach allows you to terminate the agreement with China SemiLEDs.  Please tell us why,

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
December 3, 2010 Page 2
in light of section 11 in e xhibit 10.15, only a material breach is cause for termination.
For instance, we note that the agreement would also appear to be terminated in the event
of insolvency.
 Exhibit 5.1

 3. We note your response to prior comment 8 and re issue in part.  Please ask your counsel to
revise the opinion to clarif y, if true, that the factual statements relied upon by it for
purposes of its opinion were limited to those factual statements made by representatives
of the company. In this regard, we note th at item (c) of the second paragraph remains
overbroad.
 4. We note your response to prior comment 9 and reissue. If the shares to be sold are currently duly authorized, please request that counsel revise its opinion to provide this clarification.
 Exhibit 8.1

 5. We note your responses to prior comments 3 and 11. Given your response to comment 5 of the staff’s letter dated October 21, 2010, it remains unclear why you now conclude that
tax opinions are not required. Please confirm, if true, that there are no material tax
consequences to holders or to you related to  the application of United States, PRC or
Taiwan tax law.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company 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.
 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation December 3, 2010 Page 3
• the company may not assert staff comments a nd 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.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 You may contact Tara Harkins at (202) 551-3639 or Kevin Vaughn, Accounting Branch
Chief, at (202) 551-3643 if you have questions regarding comments on the financial statements
and related matters.  Please cont act Gabriel Eckstein at (202) 551-3286 or Daniel Morris, Special
Counsel at (202) 551-3314 if you have any other questions.

 Sincerely,

         M a r t i n  J a m e s          A c t i n g  A s s i s t a n t  D i r e c t o r    cc (via fax): Mark J. Lee   Orrick, Herrington & Sutcliffe LLP

CORRESP
1
filename1.htm

November 22, 2010

VIA EDGAR AND HAND
DELIVERY

U.S. Securities and Exchange
Commission

Division of Corporate
Finance

100 F Street, N.E.

Washington, D.C. 20549

Mail Stop Number 3030

  Attn:

  Russell Mancuso, Branch Chief, Legal

  Gabriel Eckstein

  Daniel Morris, Special Counsel

  Martin James

  Kevin Vaughn, Branch Chief, Accounting

  Tara Harkins

  Re:

  SemiLEDs Corporation

  Registration Statement on Form S-1

  Registration No. 333-168624

Ladies and Gentlemen:

This letter is being filed in response to your
letter dated November 18, 2010 (the “Staff
Letter”), setting forth comments relating to Amendment No. 5 to the Registration Statement on Form S-1  (“Amendment No. 5”) and
Amendment No. 7 to the Registration Statement on Form S-1 (“Amendment No. 7”)
of SemiLEDs Corporation (“SemiLEDs” or the “Company”)
filed on November 12, 2010 and November 16, 2010, respectively, with the Securities and
Exchange Commission (the “Commission” or the “Staff”).  We note that an Amendment No. 6 to the
Registration Statement was also filed with the Commission on November 15,
2010.  The Company is concurrently filing
today with the Commission Amendment No. 8 to Form S-1
(“Amendment No. 8”).  For your reference, a copy of Amendment No. 8, together with four marked copies of Amendment No. 8 indicating changes from Amendment
No. 7, are enclosed with this letter.

The Staff’s comments are repeated below, followed by
the Company’s response and a summary of the responsive actions taken.  We have included for your convenience specific
page numbers in Amendment No. 8 that have
revisions to or insertions of language which seeks to address the Staff’s
comment.

Amendment
5 to Form S-1 Filed November 12, 2010

We
may be exposed…, page 20

1.                                      We
note your response to prior comment 3 and reissue as it does not appear that
your revisions fully reflect the substance of your response to comment 2 of the
staff’s letter dated October 21, 2010. Specifically, we refer to the
second sentence of your response to comment 2 of the staff s letter dated October 21,
2010.

In response to the Staff’s
comment, the Company has added disclosure and clarified the disclosure on pages 19-20
and 93.

We
derive a substantial portion..., page 20

2.                                      It
is unclear from your response to prior comment 4 whether you did not enter into
agreements with your new significant customers or you deem the agreements not
material and therefore not required to filed under Item 601(b)(10) of
Regulation S-K.
Please clarify your response.

The Company confirms that it
has not entered into any contracts with its new significant customers.  The Company executed purchase orders that
were placed by its customers. The Company respectfully submits that even if
such purchase orders were to be considered “contracts” such purchase orders are
not material to the Company and were entered into in the ordinary course of
business such that they are not required to be filed pursuant to Item 601(b)(10) of
Regulation S-K.

We
have operations and sales…, page 28

3.                                      We
may have additional comments after you file the tax opinion mentioned in your
response to prior comment 5.

We
have considered the Staff’s comments regarding the inclusion of a tax opinion
from our firm, or in the alternative, the Staff’s request for an expanded
analysis as to why we are not required to file a tax opinion.  Although we had responded that we would be in
a position to issue the tax opinion in the Company’s previous responses to the
Staff’s comments, we respectfully submit that upon further review and analysis,
we have concluded that the “materiality” threshold required pursuant to Item
601(b)(8) of Regulation S-K has not been met here and therefore propose
not to file a tax opinion.  We have
provided a more detailed analysis as requested.

We note that Item 601(b)(8) of
Regulation S-K contemplates that an opinion of counsel (or an accounting  firm) be provided in the case where the “tax consequences are material
to an investor  and  a representation as to tax consequences is set forth in the

2

filing.” (emphasis
added).   We submit that
as a general matter, the tax consequences of an investor’s purchase of equity
securities of a Delaware company, such as the Company, is “plain vanilla” in
nature and we believe that there are no unusual, complex or unique tax
implications for the purchaser such that the disclosure may be considered
material in the context of Item 601(b)(8).
We respectfully submit that the tax consequences for investors as
disclosed by the Company, both in the “Risk Factors” section and in the “Material
U.S. Federal Income Tax Consequences to Non-U.S. Holders” section is general in
nature and provided not because there are unique or material tax consequences
but is provided to give potential investors a broad overview of tax
issues.  To be clear, the sections that speak to taxation do not include a
legal opinion nor do they purport to do so and they do not contain a
representation to that effect from our firm or the Registrant, as is market practice
for deals of this nature.  The Company is not making a statement that
there are unique tax benefits for the transaction, as may be in the case of a
merger transaction that is seeking tax free treatment under relevant tax laws,
or that there are tax benefits to holders for holding these equity securities
or unique tax considerations to be considered as may be the case with
certain types of debt issuances (e.g. original issue discount, tax free or tax
benefit treatment).  We believe that market precedent supports this legal
position and analysis.  For the foregoing
reasons, we respectfully submit that an opinion of counsel on taxation matters
is not warranted in this instance.

Intellectual
Property Cross-Licensing..., page 124

4.                                      We
note your revisions in response to prior comment 18. Please disclose why you
conclude that the circumstances are limited. To this end, you may wish to
disclose the three exceptions to your termination right that you included in
amendment no.
4. Alternatively, please disclose, if true, that there is in fact no viable
right of termination.

In response to the Staff’s
comment, the Company has amended the disclosure on page 124 of the Registration
Statement to clarify that the Company’s ability to terminate the Agreement
would only arise from a material
breach by China SemiLEDs.

Amendment
7 to Form S-1 Filed November 16, 2010

Report
of Independent Registered Public Accounting Firm, page F-2

5.                                      Upon
consummation of the reverse stock split and prior to the planned effectiveness
of this registration statement, please have your auditors revise its report to
remove the explanatory paragraph at the top of the page and to reflect the
appropriate report date. In this regard, please have your auditors include an
updated consent with the pre-effective amendment.

The Company has confirmed
with its independent audit firm that it will remove the explanatory paragraph
at the top of the page and it will issue its audit opinion to reflect the
appropriate report date, along with an updated consent, upon the planned
effectiveness of the Registration Statement.

3

Exhibit 5.1

6.                                      Please
confirm that the legal opinion will be dated on the date of effectiveness.

We confirm that our legal
opinion will be dated as of the date of the effectiveness of the Registration
Statement.

7.                                      Please
reconcile the par value set forth in the first paragraph of the opinion with
that set forth in the prospectus.

We have reconciled the par
value set forth in the first paragraph of our opinion with that set forth in
the prospectus.

8.                                      The
current language of the second paragraph of the opinion is overbroad. Please
ask your counsel to revise the second paragraph to identify the assumptions
stated in the documents you have relied upon. In addition, please ask
your counsel to revise to clarify, if true, that the factual statements relied
upon by it were made by representatives of the company.

In response to the Staff’s
comment, we have revised our opinion.  We
also confirm that the factual statement relied upon by us were made by
representatives of the Company.

9.                                      Please
ask your counsel to revise the third paragraph of the opinion to clarify, if
true, that the shares are duly authorized.

Our opinion has been
revised.

10.                               We
note that blanks in your counsel’s legal opinion.  Please note that we may have further comments
after you file a complete legal opinion.

The blanks have been
properly addressed in our opinion.

Exhibit 8.1

11.                               We
note the deletion of exhibit 8.1. Please tell us the reason for the deletion
given your response to prior comment 5 in your letter dated November 12,
2010.

Please refer to our response
to comment 3 above.

4

Should you have any questions or additional comments
concerning the foregoing, please contact me at +852-2218-9118 or by facsimile
at +852-2218-9280.

  Sincerely,

  /s/ Mark J. Lee

  Mark J. Lee

Enclosures

  cc:

  Trung T. Doan, CEO, SemiLEDs Corporation

  David Young, CFO, SemiLEDs Corporation

  Thomas H. Tobiason, Orrick, Herrington & Sutcliffe

  Steven V. Bernard, Wilson Sonsini Goodrich Rosati

  Allan Yu, KPMG (Taiwan)

  Travis D. Jensen, KPMG LLP (United States)

5

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

       DIVISION OF
CORPORATION FINANCE

                     November 18, 2010

National Corporate Research Ltd. As Agent for SemiLEDs Corporation 615 South DuPont Highway Dover, DE 19901
Re: SemiLEDs Corporation
Amendment No. 5 to Registrati on Statement on Form S-1
Filed November 12, 2010 Amendment No. 7 to Registrati on Statement on Form S-1
Filed November 16, 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 5 to Form S-1 Filed November 12, 2010

We may be exposed…, page 20

1. We note your response to prior comment 3 and reissue as it does not appear that your
revisions fully reflect the substance of your re sponse to comment 2 of the staff’s letter
dated October 21, 2010. Specifically, we refer to the second sentence of your response to
comment 2 of the staff’s letter dated October 21, 2010.

We derive a substantial portion…, page 20
 2. It is unclear from your response to prior comment 4 whether you did not enter into
agreements with your new significant customer s or you deem the agreements not material

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
November 18, 2010 Page 2
and therefore not required to filed under Item 601(b)(10) of Regulation S-K.  Please
clarify your response.
 We have operations and sales…, page 28

 3. We may have additional comments after you file the tax opini on mentioned in your
response to prior comment 5.
 Intellectual Property Cr oss-Licensing…, page 124

 4. We note your revisions in response to pr ior comment 18.  Please disclose why you
conclude that the circumstances are limited.  To this end, you may wish to disclose the
three exceptions to your termination right  that you included in amendment no. 4.
Alternatively, please disclose, if true, that there is in fact no viable right of termination.
 Amendment 7 to Form S-1 Filed November 16, 2010

 Report of Independent Registered Public Accounting Firm, page F-2

5. Upon consummation of the reverse stock split and prior to the planned effectiveness of this
registration statement, please have your audito rs revise its report to remove the explanatory
paragraph at the top of the page and to reflect the appropriate report date.  In this regard,
please have your auditors include an updated consent with the pre-effective amendment.

Exhibit 5.1
 6. Please confirm that the legal opinion will be dated on the date of effectiveness.
 7. Please reconcile the par value se t forth in the first paragraph of the opinion with that set
forth in the prospectus.
8. The current language of the second paragra ph of the opinion is overbroad.  Please ask
your counsel to revise the second paragraph to identify the assump tions stated in the
documents you have relied upon.  In addition, plea se ask your counsel to  revise to clarify,
if true, that the factual statements relied  upon by it were made by representatives of the
company.
 9. Please ask your counsel to revise  the third paragraph of the opi nion to clarify, if true, that
the shares are duly authorized.
 10. We note the blanks in your counsel’s legal op inion.  Please note that we may have further
comments after you file a complete legal opinion.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
November 18, 2010 Page 3  Exhibit 8.1

 11. We note the deletion of exhib it 8.1.  Please tell us the reason for the deletion given your
response to prior comment 5 in your letter dated November 12, 2010.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company 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.
 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation November 18, 2010 Page 4
You may contact Tara Harkins at (202) 551-3639 or Kevin Vaughn, Accounting Branch
Chief, at (202) 551-3643 if you have questions regarding comments on the financial statements
and related matters.  Please cont act Gabriel Eckstein at (202) 551-3286 or Daniel Morris, Special
Counsel at (202) 551-3314 if you have any other questions.

 Sincerely,

         M a r t i n  J a m e s          A c t i n g  A s s i s t a n t  D i r e c t o r    cc (via fax): Mark J. Lee   Orrick, Herrington & Sutcliffe LLP

CORRESP
1
filename1.htm

  ORRICK, HERRINGTON & SUTCLIFFE

  43RD
  FLOOR, GLOUCESTER TOWER

  THE
  LANDMARK

  15
  QUEEN’S ROAD CENTRAL

  HONG
  KONG

  tel 852-2218-9100

  fax 852-2218-9200

  WWW.ORRICK.COM

November 12, 2010

VIA EDGAR AND HAND
DELIVERY

U.S. Securities and Exchange
Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Mail Stop Number 3030

  Attn:

  Russell Mancuso, Branch
  Chief, Legal

  Gabriel Eckstein

  Daniel Morris, Special Counsel

  Martin James

  Kevin Vaughn, Branch
  Chief, Accounting

  Tara Harkins

  Re:

  SemiLEDs
  Corporation

  Registration
  Statement on Form S-1

  Registration
  No. 333-168624

Ladies and Gentlemen:

This letter is being filed
in response to your letter dated November 10,
2010 (the “Staff Letter”), setting forth comments relating to Amendment No. 4 to the Registration Statement
on Form S-1  (“Amendment No. 4”) of SemiLEDs Corporation (“SemiLEDs”
or the “Company”) filed on October 26, 2010 with the
Securities and Exchange Commission (the “Commission” or the “Staff”).  The Company is concurrently
filing today with the Commission Amendment No. 5 to
Form S-1 (“Amendment No. 5”).  For your reference, a copy of Amendment
No. 5, together with four marked
copies of Amendment No. 5 indicating
changes from Amendment No. 4, are enclosed
with this letter.

The Staff’s comments are
repeated below, followed by the Company’s response and a summary of the
responsive actions taken.  We have
included for your convenience specific page numbers in Amendment No. 5 that have revisions to or insertions of language which seeks to
address the Staff’s comment.

Prospectus Summary, page 1

Company Overview, page 1

PARTNERS:

PHOEBUS
K.F. CHU · ELIZABETH A. COLE · ANDREW J. DALE · MARK J. LEE · EDWIN K.C. LUK · ROBERT S. PÉ · NEAL A. STENDER · MICHELLE A.M. TAYLOR

SOOK YOUNG YEU

PARTNERS, ORRICK,
HERRINGTON & SUTCLIFFE LLP, REGISTERED FOREIGN LAWYERS:

DAVID K.
CHO (CALIFORNIA) · DAVID R. HALPERIN (NEW YORK)  · MICHAEL T. HAWORTH (CALIFORNIA)  · MAURICE L.S. HOO (CALIFORNIA)  · ALLEN T.C. SHYU (ILLINOIS)

CHRISTOPHER H. STEPHENS (NEW YORK)  · JAMES M. TERVO (CALIFORNIA)

1.                                      Please
tell us the reason for the deletion of your packaging business in the second
paragraph of this section.  We note from your disclosure elsewhere in your
document that your business includes packaging chips to create LED components.

In response to the Staff’s
comments, the Company has reinstated the sentence in the second paragraph on page 1.  The deletion made in Amendment No. 4 was
not meant to be a substantive change but was made because the sentence was
thought to be repetitive or redundant.

Risk Factors, page 11

We may be exposed…, page 14

2.                                      We
note your deletion of the complaint by Ms. Rothschild. Given your
previous disclosure that an injunction could prevent you from selling your
products, please tell us why this disclosure is no longer included in your risk
factors.

In response to the Staff’s
comment, the Company has reinstated disclosure of the complaints filed by Ms. Rothschild
and Bluestone on page 15. As with the response to Comment No. 1, the
deletion of such matter was not meant to be a substantive change.  Given that the Company had received a recent
complaint, the Company included disclosure of such complaint in the “Risk
Factors” section as an example of the type of litigation actions the Company
may face from time to time and the Company had provided a cross-reference to
the “Business” section where more information could be found on the other
litigation matters.

We may not be successful in expanding..., page 19

3.                                      Please
clarify your disclosure here and in the section beginning on page 92 to
include the substance of your response to prior comment 2.

In response to the Staff’s
comment, the Company has added disclosure on pages 19-20 and 92-93.

We derive a substantial portion...,  page 19

4.                                      We
note the revised disclosure to reflect the results of your fiscal year ended August 31,
2010. Please file any agreements with new significant customers or tell us why
they should not be filed.

The Company confirms that it
does not have any agreements with new significant customers that are required
to be filed under Item 601 of Regulation S-K and other applicable disclosure
rules.  In addition, all significant
customer information has been disclosed in the registration statement,
including the Company’s three largest customers, which accounted for 19.5%,
7.6% and 6.6% of its total revenues for the year ended August 31, 2010.

2

We have operations and sales..., page 27

5.                                      We
reissue the second part of prior comment 5 relating to the tax opinion because
you do not address it in your response.

The Staff’s
comment is duly noted.  The Company expects
to file a tax opinion from our firm by amendment.

Delaware law and
our certificate of incorporation..., page 41

6.                                      We
note your revisions to this risk factor. Please clarify that Simplot Taiwan is
owned by your director, Scott Simplot. Make corresponding changes under “Certain
Relationships and Related Party Transactions” on page 122 and under “Certificate
of Incorporation and Bylaws...” on page 131.

In
response to the Staff’s comment, the Company has added disclosure on pages 41,
122 and 131.

Management’s Discussion and
Analysis..., page 51

7.                                      Your
revised disclosure in the penultimate paragraph on page 51 now suggests
that SS Optoelectronics may not become operational. Please clarify the reason
for this uncertainty.

The Company advises the
Staff that, pursuant to the SS Optoelectronics joint venture agreement, the
commencement of operations of SS Optoelectronics was dependent upon its
receiving approval from the Hsinchu Science Park Administration (the “Administration”)
of its application for entry into the Hsinchu Science Park. On behalf of the
joint venture, the Company had made the application to the Administration for
the entry of SS Optoelectronics into the Hsinchu Science Park on September 16,
2010. However, the Administration, which administers the businesses and issues
permits for all businesses wishing to conduct their operations in this region
of Taiwan, rejected SS Optoelectronic’s application for entry on September 27,
2010 for various reasons, including primarily because the main purpose of the
joint venture was for sales and trading and not for research and development as
required under the regulations of the Administration.  As such, the Company has made a determination
to dissolve SS Optoelectronics in accordance with the terms of the joint
venture agreement.  The Company has
revised the disclosure in the Registration Statement to reflect such fact.  Given that the customer has not placed any
orders to date through the joint venture entity, the Company does not believe
that dissolving this joint venture will have any adverse impact on its financial
results or its relationship with this customer.

3

Liquidity and Capital resources, page 75

8.                                      We
note your revisions to the second paragraph of this section. Please revise to
clarify the current balance outstanding under the E.SUN Commercial Bank line
of credit.

In
response to the Staff’s comment, the Company has added disclosure on page 75.

Contractual Obligations, page 77

9.                                      Please
tell us where you have filed your agreement to purchase additional space at
your Hsinchu, Taiwan headquarters.

The purchase agreement for
the first and second floors of the building in Hsinchu, Taiwan, had been
submitted to the Administration for approval on September 24, 2010. The
Company obtained the approval for the purchase from the Administration on October 13,
2010.  The Company has amended the
Registration Statement to reflect the receipt of such approval on page 78.  In addition, although the Company does not
believe that this agreement meets the materiality threshold under Item 601 of
Regulation S-K, the Company has nevertheless filed such agreement as Exhibit 10.25
to Amendment No. 5.

Business, page 84

Competitive Manufacturing Cost Structure, page 85

10.                               We
note your response to prior comment 8. Please disclose how your cost savings
analysis shifts as the price per wafer increases or decreases. In addition,
disclose how the cost savings analysis shifts, if at all, depending upon the
size of the wafer. To the extent that the reclamation rate differs with the
size of the wafer, please discuss.

The Company advises that it believes, based on its
manufacturing experience to date, that the cost of reclaiming each wafer
remains fixed for a particular wafer size.  As the number of times the Company
is able to reclaim a wafer has generally remained fixed, when the cost of
a sapphire wafer increases, the cost savings resulting from reclamation also
increase.  By contrast, as sapphire wafer costs decrease, the cost savings
resulting from reclamation continue to decrease to the point where there is no
longer any benefit from reclamation (i.e. when the cost of reclamation equals
or exceeds the cost of a new and non-reclaimed sapphire wafer).

With respect to whether or not the cost savings
increases as the wafer size increases, the Company submits that the percentage
of cost savings increases with larger wafer sizes increases.  Again, to
date, the Company’s experience in migrating from 2.5” wafers to 4” wafers has
been that the number of times it is able to reclaim a wafer remains
fixed.  However, as the cost of wafers increases disproportionately with
each increase in wafer size, the percentage of cost savings also increases in
line with such increase in sapphire wafer price.  Because the Company’s manufacturing
experience has been limited to 2.5” wafers and 4” wafers, it is unable to make
a determination at this time whether the same characteristics will hold with 6”
or larger wafer sizes.

Finally, as to whether or not reclamation rates
vary with different wafer sizes, based on the Company’s experience to date, the
reclamation rates that the Company has been able to achieve have not changed
when migrating from 2.5” wafers to 4” wafers, as noted above.  As with the
previous savings analysis, the Company respectfully submits that it does not
have sufficient data to determine at this time whether the reclamation rates
will be different with 6” or larger wafers.  The Company has amended the
disclosure on pages 85-86 to clarify the cost savings reflecting the above
analysis.

4

Expand our Manufacturing Capacity..., page 87

11.                               Regarding
your added disclosure in response to prior comment 10, please disclose the
increase that the added 10 million capacity represents when compared to your
current capacity.

In response to the Staff’s
comment, the Company has added disclosure on page 88.

Facilities, page 96

12.                               We
reissue prior comment 9 because your revisions do not disclose what portion of
your facilities is used for manufacturing operations.

In
response to the Staff’s comment, the Company has added disclosure on page 96.

Legal Proceedings, page 97

13.                               Refer
to the second paragraph. Please disclose whether monetary damages have been
specified and, if so, in what amount.

In response to the Staff’s
comment, the Company has added disclosure on pages 14 and 97 to the effect
that no specific monetary damages have been sought in the complaint.

Board of
Directors of China SemiLEDs, page  100

14.                               We
note your response to prior comment 13. You indicate in your example in the
carryover paragraph at the bottom of page 100 that share of ownership of
22%
entitles you to nominate two of nine directors even though this is slightly
less than 2/9 of the shares outstanding. Therefore, under your example, 22%
should allow for only one director. Please clarify.

The Staff’s comment is duly
noted.  There was a typographical error
on such page. For the sake of clarity, however, the Company has made changes to
page 101. To clarify, the disclosure now clearly reflects the fact that if
the Company were to hold one third (1/3) of the shareholding interest in China
SemiLEDs, or in other words, 33.%, the Company would be
entitled to appoint three of the nine directors of China SemiLEDs, as
mathematically, 1/3 multiplied by the total available board seats would equal
3.  However, if the Company were to hold
exactly 33.0% of the shareholding interest in China SemiLEDs, 33.0% of 9 would
mathematically equal 2.97, and therefore, the Company would round down and
appoint two out of the nine directors.

Executive Compensation, page 108

15.                               Please
revise to include the information contained in your response to prior comment
16. In addition, please tell us with a view to disclosure whether you believe
that all subsets of the semiconductor market are generally similar and without
material

5

difference. To the extent
that material differences do exist and some subsets face more complex
challenges than others, please tell us how you accounted for this differential
in your compensation analysis.

In response to the Staff’s
comment, the Company has added disclosure on page 109.  In response to the Staff’s
comment regarding the subsets of the semiconductor industry, the Company
believes that subsets of the semiconductor market are generally similar and
without material differences in the factors relevant to determining compensation
levels.

Warranty Agreements, page 123

16.                               We
note your response to prior comment 17. Please revise to clarify, if true, that
the statute of limitations runs for fifteen years from the date of termination
or expiration of the agreement.

In response to the Staff’s
comment, the Company has added disclosure on page 123.

Intellectual Property Cross-Licensing..., page 124

17.                               We
note your response to prior comment 18. Please clarify whether “the term of the
joint venture” refers to a specific date in the future or an unspecified date
on which the joint venture is dissolved.

In
response to the Staff’s comment, the Company has added disclosure on page 125.

18.                               We
note your response to prior comment 20. However, it is unclear,
as a practical matter, under what scenarios other than those specified in items
(i)-(iii) of the third paragraph of this section you would no longer
constitute a majority of the board. Please clarify.

In response to the Staff’s
comment, the Company has revised the disclosure on pages 102 and 125.

6

Should you have any
questions or additional comments concerning the foregoing, please contact me at
+852-2218-9118 or by facsimile at +852-2218-9280.

  Sincerely,

  /s/ Mark J. Lee

  Mark J. Lee

Enclosures

  cc:

  Trung T. Doan, CEO, SemiLEDs Corporation

  David Young, CFO, SemiLEDs Corporation

  Thomas H. Tobiason, Orrick, Herrington & Sutcliffe

  Steven V. Bernard, Wilson Sonsini Goodrich Rosati

  Allan Yu, KPMG (Taiwan)

  Travis D. Jensen, KPMG LLP (United States)

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

       DIVISION OF
CORPORATION FINANCE

         November 10, 2010

National Corporate Research Ltd. As Agent for SemiLEDs Corporation 615 South DuPont Highway Dover, DE 19901
Re: SemiLEDs Corporation
Amendment No. 4 to Registrati on Statement on Form S-1
Filed October 26, 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.

Prospectus Summary, page 1

Company Overview, page 1
 1. Please tell us the reason for the deletion of your packaging business in the second
paragraph of this section.  We note from your disclosure elsewhere in your document that
your business includes packaging ch ips to create LED components.
 Risk Factors, page 11

We may be exposed…, page 14
 2. We note your deletion of the complaint by Ms. Rothschild.  Given your previous
disclosure that an injunction could preven t you from selling your pr oducts, please tell us
why this disclosure is no longer included in your risk factors.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
November 10, 2010 Page 2
We may not be successful in expanding…, page 19

 3. Please clarify your disclosure here and in th e section beginning on page 92 to include the
substance of your response to prior comment 2.

We derive a substantial portion…, page 19

 4. We note the revised disclosure to reflect th e results of your fiscal year ended August 31,
2010.  Please file any agreements with new significant customers or tell us why they
should not be filed.

We have operations and sales…, page 27

 5. We reissue the second part of prior commen t 5 relating to the tax opinion because you do
not address it in your response.
 Delaware  law and our certifi cate of incorporation…, page 41

 6. We note your revisions to this risk factor.  Please clarify that Simp lot Taiwan is owned
by your director, Scott Simplot.  Make  corresponding changes under “Certain
Relationships and Related Party Transacti ons” on page 122 and under “Certificate of
Incorporation and Bylaws…” on page 131.
 Management’s Discussion and Analysis…, page 51

 7. Your revised disclosure in the penultimate paragraph on page 51 now suggests that SS
Optoelectronics may not become operational.  Please clarify the reason for this uncertainly.

Liquidity and Capita l resources, page 75

8. We note your revisions to the second paragraph of this section.  Please revise to clarify
the current balance outstanding under the E.SUN Commercial Bank line of credit.
 Contractual Obligations, page 77

 9. Please tell us where you have filed your ag reement to purchase additional space at your
Hsinchu, Taiwan headquarters.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
November 10, 2010 Page 3  Business, page 84

 Competitive Manufacturing Cost Structure, page 85

 10. We note your response to prior comment 8.  Please disclose how your cost savings
analysis shifts as the price pe r wafer increases or decreases.  In addition, disclose how the
cost savings analysis shifts, if at all, depe nding upon the size of the wafer.  To the extent
that the reclamation rate differs with the size of the wafer, please discuss.
 Expand our Manufacturing Capacity…, page 87

 11. Regarding your added disclosure in response to prior comment 10, please disclose the increase that the added 10 million capacity represents when compared to your current
capacity.
 Facilities, page 96

 12. We reissue prior comment 9 because your revi sions do not disclose what portion of your
facilities is used for ma nufacturing operations.
 Legal Proceedings, page 97

 13. Refer to the second paragraph.  Please disc lose whether monetary damages have been
specified and, if so, in what amount.
 Board of Directors of China SemiLEDs, page 100

 14. We note your response to prior comment 13.  You indicate in your example in the
carryover paragraph at the bo ttom of page 100 that share of  ownership of 22% entitles
you to nominate two of nine directors even t hough this is slightly less than 2/9 of the
shares outstanding.  Therefore, under your example, 22% should allow for only one
director.  Please clarify.

Executive Compensation, page 108

15. Please revise to include the information cont ained in your response to prior comment 16.
In addition, please tell us with a view to disc losure whether you believe  that all subsets of
the semiconductor market are generally similar and without material difference.  To the
extent that material differenc es do exist and some subsets face more complex challenges
than others, please tell us how you accounted for this differential in your compensation
analysis.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
November 10, 2010 Page 4
Warranty Agreements, page 123

 16. We note your response to prior comment 17.  Plea se revise to clarif y, if true, that the
statute of limitations runs for fifteen years fr om the date of termination or expiration of
the agreement.
 Intellectual Property Cr oss-Licensing…, page 124

 17. We note your response to prior comment 18. Please  clarify whether “the  term of the joint
venture” refers to a specific date in the fu ture or an unspecified date on which the joint
venture is dissolved.
 18. We note your response to prior comment 20.  However, it is unclear, as a practical matter,
under what scenarios other than those specified in items (i)-(iii) of the third paragraph of
this section you would no longer constitute a ma jority of the board.  Please clarify.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company 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.

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation November 10, 2010 Page 5  adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 You may contact Tara Harkins at (202) 551-3639 or Kevin Vaughn, Accounting Branch
Chief, at (202) 551-3643 if you have questions regarding comments on the financial statements
and related matters.  Please cont act Gabriel Eckstein at (202) 551-3286 or Daniel Morris, Special
Counsel at (202) 551-3314 if you have any other questions.

 Sincerely,

         M a r t i n  J a m e s          A c t i n g  A s s i s t a n t  D i r e c t o r    cc (via fax): Mark J. Lee   Orrick, Herrington & Sutcliffe LLP

CORRESP
1
filename1.htm

  ORRICK,
  HERRINGTON & SUTCLIFFE

  43RD FLOOR,
  GLOUCESTER TOWER

  THE LANDMARK

  15 QUEEN’S ROAD CENTRAL

  HONG KONG

  TEL  852-2218-9100

  FAX  852-2218-9200

  WWW.ORRICK.COM

CERTAIN PORTIONS OF THIS
LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED
VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

November 5,
2010

VIA EDGAR  AND HAND DELIVERY

U.S. Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Mail Stop Number 3030

Attn:                    Russell
Mancuso, Branch Chief, Legal

Gabriel Eckstein

Daniel Morris, Special Counsel

Martin James

Kevin Vaughn, Branch Chief,
Accounting

Tara Harkins

Re:                            SemiLEDs Corporation Registration Statement on Form S-1

File No. 333-168624

Ladies and Gentlemen:

We are submitting this letter on
behalf of SemiLEDs Corporation (the “Company”) in response to comment
numbers 1, 34 and 38 from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) received by letter dated September 2,
2010 (the “September 2 Staff Letter”) and in response to comment 16
from the Staff received by letter dated September 28, 2010 (the “September 28
Staff Letter”), relating to the Company’s

PARTNERS:

PHOEBUS K.F. CHU  ·  ELIZABETH A. COLE  ·  ANDREW J. DALE  ·  MARK J. LEE  ·  EDWIN K.C. LUK  ·  ROBERT S. PÉ  ·  NEAL A. STENDER  ·  MICHELLE A.M. TAYLOR

SOOK YOUNG YEU

PARTNERS, ORRICK,
HERRINGTON & SUTCLIFFE LLP, REGISTERED FOREIGN LAWYERS:

DAVID K.
CHO  (CALIFORNIA)  ·  DAVID R. HALPERIN  (NEW YORK)  ·  MICHAEL T. HAWORTH  (CALIFORNIA)  ·  MAURICE L.S. HOO  (CALIFORNIA)  ·  ALLEN T.C. SHYU  (ILLINOIS)

CHRISTOPHER
H. STEPHENS  (NEW YORK)  ·  JAMES M. TERVO  (CALIFORNIA)

Registration Statement on Form S-1
(File No. 333-168624) (the “Form S-1”), as amended to
date.  Because of the commercially
sensitive nature of information contained herein, this submission is
accompanied by the Company’s request for confidential treatment for selected
portions of this letter and the supplemental materials pursuant to Rule 83
of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83
and the Freedom of Information Act.

In this letter, we have cited the
comments from the Staff in italicized, bold face and have followed each comment
with the Company’s prior and supplemental responses.  Capitalized terms used but not defined in
this letter shall have the meanings set forth in the Form S-1.

Please also note that the Company
intends to effect a 14-for-1 reverse stock split of its common and preferred
stock (the “Reverse Split”) prior to the effectiveness of the
Registration Statement.  All shares and
per share information referenced in this letter has been adjusted to reflect
the Reverse Split. The information in the Form S-1 will be retroactively
adjusted to reflect the Reverse Split in Amendment No. 5 to the Form S-1
to be filed with the Commission after the Company receives comments from the
Staff to its Amendment No. 4.
Likewise, all shares and per share information referenced in the
responses below have been adjusted to reflect the Reverse Split.

Subject to the status of the Staff’s
review of the Registration Statement and market conditions permitting, the
Company supplementally advises the Staff that it anticipates printing its
preliminary prospectuses near the end of the week of November 15, 2010 and
commencing a road show shortly thereafter, with a target completion pricing of
its initial public offering (“IPO”) on or about December 8,
2010.  The Company will, prior to
printing its preliminary prospectuses, publicly file an amendment to the
Registration Statement containing the bona fide pricing
range.

September 2 Staff Letter

Comment 1 —

Please confirm that any
preliminary prospectus 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 within that range. We may have
further comments after you include pricing information and related disclosure.

2

Previous Response:

The Company confirms that any preliminary
prospectus that it circulates will include all required information,
including the price range and related information based on a bona fide estimate of the public offering price within that
range, except for information that is permissible to be omitted pursuant to
Rule 430A.

Supplemental Response:

The
purpose of this letter is to notify the Staff that the Company’s and the
underwriters’ proposed estimated price range as of the date of this letter is
$[***] to $[***] per share.  As soon as
the Staff has completed its review of Amendment No. 5, and subject to
satisfactory market conditions the Company intends to proceed with its offering
and file Amendment No. 5 to the Form S-1 which would include the form
of preliminary prospectus (including the price range and related information
based on the midpoint of that range) to be circulated for the road show.

Comment
34 -

Please disclose the
aggregate intrinsic value of all outstanding options based on the midpoint of
the estimated IPO price range. Please 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.

Previous Response:

The
Company advises the Staff that it does not yet have an estimated IPO price;
however, the intrinsic value of the Company’s outstanding options will be
disclosed as soon as the estimated IPO price is available.

[***] Confidential treatment
requested by SemiLEDs Corporation

3

Supplemental
Response:

In
response to the Staff’s comment, the Company will disclose that based on an
assumed initial public offering price of $[***] per share (the mid-point of the
estimated price range that will be set forth on the cover page of the
preliminary prospectus), the intrinsic value of the outstanding options as of August 31,
2010 was $[***] million, of which $[***] million related to vested stock
options.

As
disclosed in Amendment No. 4 to the Form S-1, the Company granted
stock options to employees and nonemployees of the Company during the twelve
months prior to the date of the most recent balance sheet as of August 31,
2010 as follows:

  Grant Date

  Number of

  Options Granted

  Exercise Price

  Fair Value Per Share

  of Common Stock

  Aggregate Grant Date

  Fair Value

  Holder (Employee or

  Nonemployee)

  February 10, 2010

  120,907

  $

  0.98

  $

  7.70

  $

  822,000

  Employee

  February 10, 2010

  1,785

  0.98

  7.70

  12,000

  Nonemployee

  May 2, 2010

  1,785

  0.98

  8.96

  15,000

  Nonemployee

  July 23, 2010

  14,285

  8.96

  8.96

  67,000

  Employee

As
set forth in the table above, the Company granted stock options in February, May and
July 2010 and the fair value of the underlying common stock for these
options on each respective grant date was $7.70, $8.96 and $8.96 per share.
Therefore, in response to the prior comment 34 from the Staff, the Company has
provided explanations below of the significant factors contributing to the
difference between the fair value of the common stock on February 10, 2010
through the date of this response, based on the mid-point of the estimated IPO
price range of $[***] per share to be included in the Company’s next Form S-1
filing on Amendment No. 5.

[***] Confidential treatment requested by
SemiLEDs Corporation

4

As
disclosed in Amendment No. 4 to the Form S-1, and in response to the
previous comments of the Staff, in determining a fair value of its common stock
for stock option grants on February 10, 2010, May 2, 2010 and July 23,
2010, the Company’s board of directors relied in part on contemporaneous and
retrospective independent third-party valuations of the Company’s common stock
and developments in the business during the intervening periods. Generally
speaking, however, the primary factors contributing to the difference between
the mid-point of the estimated IPO price range and the valuations performed
during the twelve months preceding the Company’s latest balance sheet as of August 31,
2010 are: (i) continued improvements in the Company’s business and
financial results; (ii) updated valuation assumptions; and (iii) current
capital market dynamics.

The
following discussion describes these factors in more detail:

(i) Continued
Improvements in the Company’s Financial Results

The
Company’s financial results for the three months ended August 31, 2010
reflected continued growth and improvements in the Company’s financial
performance over prior periods, including substantial increases in revenue and
gross profits. Specifically, revenues were $11.5 million during the three
months ended August 31, 2010, an increase of 16% from $9.9 million during
the three months ended May 31, 2010, and an increase of 49% from $7.7
million during the three months ended February 28, 2010. In addition, net
income was $5.3 million during the three months ended August 31, 2010, an
increase of 66% from $3.2 million during the three months ended May 31,
2010, and an increase of 179% from $1.9 million during the three months ended February 28,
2010. These financial results were better than the Company’s internal operating
plan approved by the board of directors, and were not known as of the above
grant dates. The Company believes that its financial performance contributed
significantly to the

5

current
estimated offering pricing range suggested by the underwriters for the
offering.

(ii) Updated
Valuation Assumptions

As
disclosed in Amendment No. 4 to the Form S-1, the Company’s board
determined the fair value of the common stock in part by using contemporaneous
and retrospective valuations based on the market approach and the income
approach to estimate the aggregate enterprise value at each valuation date. The
market approach measures the enterprise value of a company through the analysis
of different market variables of comparable companies. Consideration is given
to the financial condition and operating performance of the company being
valued relative to those of publicly-traded comparable companies. The income
approach measures the enterprise value of a company using a discounted cash
flow analysis which determines the present value of the Company’s future
economic benefits by applying an appropriate risk-adjusted discount rate to
expected cash flows, based  on forecasted
revenues and costs. The discount rate used is the weighted average cost of
interest-bearing debt and equity capital. The enterprise values for the market
approach and the income approach were then weighted based on the valuation
purpose, availability of data and possibility of future scenarios for the
Company. In order to determine the fair value of the common stock, the
enterprise value determined from the market approach and income approach at
each valuation date was allocated to the shares of convertible preferred stock
and shares of common stock using an option-pricing methodology. The
option-pricing method treats common stock and convertible preferred stock as
call options on the total equity value of a company. The option-pricing
methodology uses the Black-Scholes option-pricing model to price the call
options. This model defines the securities’ fair values as functions of the
current fair value of a company and uses assumptions such as the anticipated
holding period and the estimated volatility of the equity securities. The
anticipated holding period utilized in these valuations was based on
then-current plans and estimates of the board of directors and management.
Estimates of the volatility of the stock were based on available information on
the volatility of the capital stock of comparable publicly traded companies.
This approach, which is discussed more
specifically on pages 60-65 of Amendment No. 4 to the Form S-1
under the caption “Stock-Based Compensation” in the section titled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” is consistent
with the methods

6

outlined in the American
Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities
Issued as Compensation.

The
estimated price range for the IPO, however, has been determined in consultation
with the underwriters without reference to any specific valuation methodology
although it is based on a market approach similar to that discussed above.  A significant driver of the estimated price
range in the underwriters’ analysis is the recent performance and valuation of
companies that the underwriters expect will be viewed by potential investors as
comparable to the Company. Also, the underwriters have compared the Company to
a narrower range of companies than those employed in the Recent Valuations and the
preliminary valuation of the Company is consistent with the comparable
companies from a financial multiples perspective.

Furthermore,
by definition, the estimated price range for the IPO suggested by the
underwriters includes updated assumptions for the successful completion of a
single liquidity event, an initial public offering. As a result, prior
assumptions related to the liquidation and merger events and the
non-marketability discount, all of which had a depressing effect on the
estimate of the fair value of the Company’s common stock in the valuations
discussed below, did not factor into the underwriters’ analysis.

The
independent third-party valuations as of February, May and August 2010
utilized the following assumptions:

February 28, 2010 retrospective valuation. The
retrospective valuation as of February 28, 2010 determined a fair value of
the common stock of $7.70 per share. The valuation used a risk-adjusted
discount rate of 28.7%, a non-marketability discount of 22.3% and an estimated
holding period of nine months from the valuation date. In order to determine
the aggregate enterprise value, the valuation was weighted between the market
approach and the income approach with 80% of the enterprise value determined
utilizing the income approach being combined with 20% of the enterprise value
determined utilizing the market approach. Based on this retrospective valuation
and other factors, the board of directors determined the fair value of the
underlying common stock for the stock options granted on February 10, 2010
to be $7.70 per share. Accordingly, the fair value of the underlying common
stock of $7.70 per share was used for the

7

calculations of the
stock-based compensation for the options granted on February 10, 2010.

May 31, 2010 contemporaneous valuation. The
contemporaneous valuation as of May 31, 2010 determined a fair value of
the common stock of $8.96 per share. The valuation used a risk-adjusted
discount rate of 29.5%, a non-marketability discount of 13.4% and an estimated
holding period of five months from the valuation date. The slight increase in
the risk-adjusted discount rate from the February 28, 2010 valuation was
due to changes in industry and market conditions. The decrease in the
non-marketability discount from the February 28, 2010 valuation was due to
a decrease in the expected time to a liquidity event, which decreased the time
to expiration in the protective put calculations, and also due to lower
reported volatility in the industry. In order to determine the aggregate
enterprise value, the valuation was weighted between the market approach and
the income approach with 80% of the enterprise value determined utilizing the
income approach being combi

CORRESP
1
filename1.htm

  ORRICK,
  HERRINGTON & SUTCLIFFE

  43RD FLOOR, GLOUCESTER
  TOWER

  THE LANDMARK

  15 QUEEN’S ROAD CENTRAL

  HONG KONG

  tel
  852-2218-9100

  fax
  852-2218-9200

  WWW.ORRICK.COM

October 26, 2010

VIA EDGAR AND HAND
DELIVERY

U.S. Securities and Exchange
Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Mail Stop Number 3030

  Attn:

  Russell Mancuso, Branch Chief, Legal

  Gabriel Eckstein

  Daniel
  Morris, Special Counsel

  Martin
  James

  Kevin Vaughn, Branch
  Chief, Accounting

  Tara Harkins

  Re:

  SemiLEDs
  Corporation

  Registration
  Statement on Form S-1

  Registration
  No. 333-168624

Ladies and Gentlemen:

This letter is being filed
in response to your letter dated October 21, 2010 (the “Staff
Letter”), setting forth comments relating to Amendment
No. 3 to the Registration Statement on Form S-1  (“Amendment
No. 3”) of SemiLEDs Corporation (“SemiLEDs” or the
“Company”) filed on October 6, 2010 with the
Securities and Exchange Commission (the “Commission” or the “Staff”).  The Company is concurrently
filing today with the Commission Amendment No. 4 to
Form S-1 (“Amendment No. 4”).  For your reference, a copy of Amendment
No. 4, together with four marked
copies of Amendment No. 4 indicating changes
from Amendment No. 3, are enclosed
with this letter.

The Staff’s comments are
repeated below, followed by the Company’s response and a summary of the
responsive actions taken.  We have
included for your convenience specific page numbers in Amendment No. 4 that have revisions to or insertions of language which seeks to
address the Staff’s comment.

PARTNERS:

PHOEBUS
K.F. CHU  ·
ELIZABETH A. COLE  ·
ANDREW J. DALE  ·
MARK J. LEE  ·
EDWIN K.C. LUK  ·
ROBERT S. PÉ  ·
NEAL A. STENDER  ·
MICHELLE A.M. TAYLOR

SOOK YOUNG YEU

PARTNERS, ORRICK,
HERRINGTON & SUTCLIFFE LLP, REGISTERED FOREIGN LAWYERS:

DAVID K.
CHO (CALIFORNIA)  ·
DAVID R. HALPERIN (NEW YORK)  ·
MICHAEL T. HAWORTH (CALIFORNIA)  ·
MAURICE L.S. HOO (CALIFORNIA)  ·
ALLEN T.C. SHYU (ILLINOIS)

CHRISTOPHER H. STEPHENS (NEW YORK)  ·
JAMES M. TERVO (CALIFORNIA)

Prospectus

1.             Please expand your response to prior comment 2 to
disclose your ownership interest in the Malaysia and Taiwan joint ventures.

In response to the
Staff’s comment, the Company has added disclosure on pages 2 and 84.

Risk Factors, page 12

We may not be successful in
expanding…, page 20

2.             It is unclear from your response to the second bullet
point of prior comment 7 and your revisions to pages 4 and 96 — 97 of your
registration statement whether in weighing the benefits versus the risks of
your litigation strategy you have considered the loss of revenues and income
that you may suffer from the combined effect of (i) possible infringement
in the countries in which you choose to operate and (ii) your
unwillingness to market your products outside those limited countries with an
acceptable risk profile. Please clarify.

As discussed, the Company
has chosen for now not to focus sales of its LED components in highly litigious
countries or jurisdictions in which intellectual property rights are strictly
enforced because the Company believes that, given its early stage of growth, it
is important to consciously manage its exposure to litigation, as any such
litigation, whether with or without merit, could divert its management,
financial and other resources away from its business and thereby stunt its
continued development and growth.  As
such, the Company confirms that it has considered the loss of revenues and
income that it may suffer from its current strategy to not market its products
outside those limited countries with an acceptable litigation risk
profile.  In addition, the Company also
confirms that, with respect to any potential infringement of the Company’s
patents by others in countries that it currently sells its LED components, the
Company has considered the potential loss of revenues and income that it may
suffer associated with such sales and has made a business judgment that the
benefits outweigh any potential loss.

The marketing and
distribution efforts..., page 22

3.             Please note that we may have further comments after you
file the distribution agreement with Intematix. In addition, please confirm
that, other than the currently disclosed agreements with Nanoteco and
Intematix, you have no additional material distribution and supply agreements.

The Staff’s comment is duly noted.  The Company has filed with Amendment No. 4
the distribution agreement with Intematix as Exhibit 10.20.  The Company confirms that, except for the
agreements with Nanoteco and Intematix,

2

it has not entered into any additional material
distribution or supply agreements.

We may undertake joint
ventures..., page 26

4.             Please reconcile the third sentence in this risk factor
with your response to prior comment 2 where you indicate that it is not your
general strategy to rely on joint venture arrangements.

In response to the Staff’s comment, the Company has
revised the disclosure on page 25 to clarify that, although it is not the
Company’s general strategy to rely on joint venture arrangements to grow its
business, the Company may contemplate entering into such arrangements as opportunities
arise which the Company believes to be beneficial.  As such, the Company believes that a risk
factor regarding such potential transaction is appropriate.

We are a multinational
organization..., page 29

5.             We note your response to prior comment 11.  However, it remains unclear why you  removed disclosure related to the uncertainty of
tax laws that may have a material impact on your company. Please restore this
risk factor and provide appropriate tax opinions or provide an expanded
analysis as to why you are not required to do so. With respect to the tax
opinion(s), please note that the presence or absence of direct additional taxes
on the company’s shareholders is not determinative of whether a tax opinion is
required.

In response to the Staff’s comment, the Company has
reinstated the risk factor on pages 27-28. The Company has revised the
disclosure, however, to address the Staff’s previous comment that such risk
factor not be generic and has made an attempt to make the disclosure applicable
to the specific risks faced by the Company.

Liquidity and capital
resources, page 79

6.             We note that you have not described the material terms
of your loan agreements, filed as exhibits 10.22 to 10.24,
and your Agreement for Issuance of Overseas Letter of Credit, filed as exhibit
10.17. Please advise.

In response to the Staff’s comment, the Company has
revised the existing disclosure on page 75 to identify these loan
agreements and describe the material terms.

Industry, page 84

Increased LED Performance, page
84

7.             Please tell us how the data in Annex A that you provided
in response to prior comment 19 supports your

3

statement in this section
that LED “is becoming increasingly competitive with respect to energy savings.”

In response to the Staff’s comments, the Company has
deleted the language with respect to LED becoming “increasingly competitive...”
from the disclosure on page 80 because Annex A, provided in response to
the Staff’s prior comment 19, showed lumen efficacy data as of a fixed date and
not a trend. While the Company believes the trend would show “increasing
efficacy,” the revised statement on page 80, which states that LED
lighting offers energy saving advantages compared to some traditional lighting
technologies, is the disclosure that the Company believes to be material to
investors and is supported by the available published research data.

Business, page 88

Competitive Manufacturing
Cost, Structure, page 89

8.             It is unclear from your revisions to prior comment 20
the extent to which you can reuse sapphires. Given that this is one of your key
strengths, your disclosure should clearly indicate the level of advantage that
this technology provides. We therefore reissue our comment.

In response to the Staff’s comments, the Company has
revised the disclosure on page 85.

Expand our Manufacturing
Capacity..., page 91

9.             We note your response to prior comment 22. Please revise
this section or under “Facilities” on page 100 to disclose that 70% of
your current facilities are devoted to manufacturing operations. In addition,
please disclose, as indicated in your response, that you do not expect to have
to purchase or lease additional facilities for corporate or manufacturing use
in Taiwan for at least the next twelve months.

In response to the Staff’s comment, the Company has
added disclosure in “Business—Facilities” on page 96.  The Company confirms that it does not expect
to have to purchase or lease additional facilities for corporate or
manufacturing use in Taiwan for at least the next twelve months.

10.          We note your revisions in response to prior comment 23;
however, it is unclear how a prospective investor can evaluate the significance
of your expansion strategy without disclosure of added capacity. Please
disclose capacity to be added from your planned expansion.

In response to the Staff’s comment, the Company has
added disclosure on page 87.

Facilities, page 100

4

11.          Please disclose the amount of your rent as well as any
other material terms of your leases. With regard to the Luxxon  lease, you may wish to
cross-reference your disclosure under “Certain Relationship and Related
Transactions” on page 128.

In response to the Staff’s comment, the Company has
revised the disclosure on page 96.

Sales by China SemiLEDs and
Taiwan..., page 103

12.          Please disclose the substance of the last two sentences of
your response to prior comment 26. In addition:

·                          with
regard to your added disclosure in the first full sentence of page 104,
provide examples of the “individual situations” you refer to;

In response to the Staff’s comment, the Company has
deleted the reference to “individual situations” and clarified the disclosure
on page 100.

·                          with
regard to the fifth paragraph on page 102 and your response to prior
comment 42, clarify the reason for entering into a joint venture in order to
sell chips to a specific customer instead of selling chips directly to this
customer; and

The Company advises and has disclosed that SS
Optoelectronics was formed at the specific request of a particular customer for
the sole purpose of selling LED chips exclusively to such customer.  Although such customer has not informed the
Company of its intent in requesting such a sales relationship, the Company
believes that this customer’s intent is to sell products to its customers under
its own brand name, similar in concept to the intent of certain manufacturers
in an original equipment manufacturing, or OEM, relationship. The Company
respectfully submits that it does not believe it is material to investors or
appropriate to disclose its belief or views on the intent of its customer in
seeking a particular sales structure.
As disclosed and discussed with the Staff, there are no operations at
this company and at this time, it is unclear whether any actual sales or
operations will in fact take place in the future.

·                          tell
us where you have disclosed the information contained in the third-to-last
paragraph of your response to comment 55 of your letter dated September 14,
2010.

The Company respectfully
advises the Staff that the content of the third-to-last paragraph of its
response to comment 55 in its letter to the Staff dated September 14, 2010
is substantially covered in the second paragraph of the risk factor titled “China
SemiLEDs may compete with us for sales…” on page 30 and the last sentence
of

5

the first paragraph under
the heading “Sales by China SemiLEDs and Taiwan SemiLEDs” on page 100.

Board of Directors of China
SemiLEDs, page 104

13.          We note your response to prior comment 28; however, the
formula by which you determine the number of directors that you may appoint
remains unclear.  Please clarify.

In response to the Staff’s comment, the Company has
revised the disclosure on page 100 to make it clear that the number of
directors the Company would have the right to nominate and appoint would be
determined by the Company’s pro rata ownership interest in China SemiLEDs.  In the case of a non-whole number, the
Company would round down and appoint that number of directors.

Management, page 107

14.          Please fully account for the business experience of your
management during the past five years. We note, for example, that it appears
there are gaps in the biographies of Mr. Beck and Ms. Chin.

The Company advises the
Staff that Ms. Chin was not employed between August 2006 and March 2007.  In addition, Mr. Beck retired from his
professional career in 2002; however, he continued to serve on the boards of
various companies after his retirement, as disclosed in his biography.

Executive Compensation, page 112

15.          Your response to prior comment 30 repeats your response to
comment 61 in your letter dated September 14, 2010. Please tell us why you
cannot make the determination required under Item 402(s) of Regulation S-K
and when you intend to make such determination.

The Company acknowledges the
Staff’s comment and advises the Staff that the Board of Directors of the
Company has assessed the Company’s compensation policies and practices and has
determined that such policies do not create risks that are reasonably likely to
have a material adverse effect on the Company. In making this determination,
the Board of Directors considered the fact that the Company’s primary cash
compensation is in the form of base salary, the Company does not have an
established performance-based bonus plan or program for its officers and
employees with milestones or objectives and the bonuses that have
been paid generally only require the employees to be in employment.

Base Salaries, page 113

6

16.          Your added disclosure in response to prior comment 31
indicates that the semiconductor industry was used as a reference point for the
LED industry. It is unclear how companies in the semiconductor industry are
considered “similar companies” as you state in the fourth sentence of this
section. Please revise or advise.

The
Company respectfully advises that it is the general consensus by industry
participants that the LED market is a subset of the semiconductor
industry.  The reason for this view of
the market generally is the similarity in the manufacturing technology,
process, know-how and the equipment and supplies used in the manufacture of
such products.  In particular, the
Company advises the SEC of the following specific similarities:

·                  Technical training and experience — Both
industries require highly-trained engineers with in-depth knowledge of device
physics and chemistry to design as well as knowledge of the corresponding
manufacturing processes.  Both
semiconductor and LED chips are grown on wafers and are subject to similar
chemical deposition processes and many of the materials (chemicals and the
like) used are common to both products.
In addition, both semiconductor and LED manufacturing environments
require dust-free and highly sanitized facilities and operators are subject to
similar operational procedures to ensure high-quality products and high yields;

·                  Technological challenges — Both industries
face similar technical challenges.
Semiconductor and LED chip manufacturers continually strive to enhance
the performance of chips through process innovation and to increase wafer size
in order to reduce manufacturing costs;

·                  Industry dynamics — Many manufacturers of
semiconductor products, for example memory (e.g. DRAM) man

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

       DIVISION OF
CORPORATION FINANCE

                     October 21, 2010

National Corporate Research Ltd. As Agent for SemiLEDs Corporation 615 South DuPont Highway Dover, DE 19901
Re: SemiLEDs Corporation
Amendment No. 3 to Registrati on Statement on Form S-1
Filed October 6, 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.
 Prospectus

 1. Please expand your response to prior comment 2 to disclose your ownership interest in the Malaysia and Taiwan joint ventures.
 Risk Factors, page 12

 We may not be successful in expanding…, page 20

 2. It is unclear from your response to the sec ond bullet point of prior comment 7 and your
revisions to pages 4 and 96 – 97 of your registration statem ent whether in weighing the
benefits versus the risks of  your litigation strategy you have considered the loss of
revenues and income that you may suffer from  the combined effect of (i) possible
infringement in the countries in which you choose to operate and (ii) your unwillingness

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
October 21, 2010 Page 2
to market your products outside those limited countries with an accep table risk profile.
Please clarify.
 The marketing and distribution efforts…, page 22

 3. Please note that we may have further comme nts after you file the distribution agreement
with Intematix. In addition, please confirm that, other th an the currently disclosed
agreements with Nanoteco and Intematix, you have no additional material distribution and supply agreements.
 We may undertake join t ventures…, page 26

 4. Please reconcile the third sentence in this ri sk factor with your response to prior comment
2 where you indicate that it is not your general strategy to rely on joint venture
arrangements.
 We are a multinational organization…, page 29

 5. We note your response to prior comment 11.  However, it remains unclear why you
removed disclosure related to the uncertainty of  tax laws that may have a material impact
on your company.  Please restore this risk fact or and provide appropriate tax opinions or
provide an expanded analysis as to why you are not required to do so.  With respect to the
tax opinion(s), please note that the presence or absence of direct additional taxes on the
company’s shareholders is not determina tive of whether a tax opinion is required.
 Liquidity and capital resources, page 79

 6. We note that you have not described the materi al terms of your loan agreements, filed as
exhibits 10.22 to 10.24, and your Agreement for Issuance of Overseas Letter of Credit,
filed as exhibit 10.17.  Please advise.
 Industry, page 84

 Increased LED Performance, page 84

 7. Please tell us how the data in Annex A th at you provided in response to prior comment
19 supports your statement in this sec tion that LED “is becoming increasingly
competitive with respect to energy savings.”

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
October 21, 2010 Page 3  Business, page 88

 Competitive Manufacturing Cost Structure, page 89

 8. It is unclear from your revisions to prior comment 20 the extent to which you can reuse
sapphires.  Given that this is one of your key strengths, your disclosure should clearly
indicate the level of advantag e that this technology provides.   We therefore reissue our
comment.
 Expand our Manufacturing Capacity…, page 91

 9. We note your response to prior comment 22. Please revise this  section or under
“Facilities” on page 100 to disclose that 70%  of your current fac ilities are devoted to
manufacturing operations. In a ddition, please disclose, as indicated in your response, that
you do not expect to have to purchase or le ase additional facilities for corporate or
manufacturing use in Taiwan for at  least the next twelve months.
 10. We note your revisions in response to prio r comment 23; however, it is unclear how a
prospective investor can evaluate the signi ficance of your expansion strategy without
disclosure of added capacity.  Please disclose capacity to be added from your planned expansion.
 Facilities, page 100

 11. Please disclose the amount of your rent as well as any other material terms of your leases. With regard to the Luxxon lease, you may wish  to cross-reference your disclosure under
“Certain Relationship and Related Transactions”
 on page 128.
 Sales by China SemiLEDs and Taiwan…, page 103

 12. Please disclose the substance of the last tw o sentences of your response to prior comment
26.  In addition:
• with regard to your added disclosure in the first full sentence of page 104, provide
examples of the “individua l situations” you refer to;
• with regard to the fifth paragraph on pa ge 102 and your response to prior comment
42, clarify the reason for ente ring into a joint ve nture in order to  sell chips to a
specific customer instead of selling chip s directly to this customer; and
• tell us where you have disclosed the info rmation contained in the third-to-last
paragraph of your response to commen t 55 of your letter dated September 14, 2010.

Board of Directors of China SemiLEDs, page 104

 13. We note your response to prior comment 28; however, the formula by which you
determine the number of directors that you ma y appoint remains unclear.  Please clarify.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
October 21, 2010 Page 4   Management, page 107

 14. Please fully account for the business experience of your management during the past five
years. We note, for example, that it appears th ere are gaps in the biographies of Mr. Beck
and Ms. Chin.
 Executive Compensation, page 112

 15. Your response to prior comment 30 repeats your response to comment 61 in your letter
dated September 14, 2010.  Please tell us w hy you cannot make the determination
required under Item 402(s) of Regulation S-K and when you intend to make such
determination.
 Base Salaries, page 113

 16. Your added disclosure in re sponse to prior comment 31 indi cates that the semiconductor
industry was used as a reference point for th e LED industry.  It is unclear how companies
in the semiconductor industry are considered  “similar companies” as you state in the
fourth sentence of this secti on.  Please revise or advise.

Warranty Agreement, page 127

17. We note your response to prior comment 35.  W ith a view to disclosure, please tell us
which liabilities and obligations of Taiw an SemiLEDs survive the expiration or
termination of the agreement, and for how long.
 Intellectual Property Cr oss-Licensing…, page 128

 18. We note your response to prior comment 36 and reissue. Please disclose the material
terms, including duration, of your related pa rty agreements as required by Item 404 of
Regulation S-K.

19. We note your description of the patent cross- license agreement.  Please disclose whether
patents acquired by China SemiLEDs and licensed to you or your affiliates for use in
manufacturing or selling LED chip or packages will be royalty-free, exclusive and non-transferrable.
 20. We note your disclosure in the last senten ce of the first full paragraph on page 129.
Given the broad exceptions noted in that se ntence, please clarify the circumstances in
which the termination right would be tri ggered (e.g., an amendment to the Promoters
Agreement).

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
October 21, 2010 Page 5  Effects of Certain Provisions, page 135

 21. We note your response to prior comment 38.  We may have additional comment after you
file your amended and restated bylaws.
 Index to Consolidated Financial Statements, page F-1

 22. We note your response to prior comment 39.  Plea se revise your filing as indicated within
your response to include updated financial st atements and related disclosures in your
filing in accordance with Rule 3-12 of Regulation S-X.
 Notes to Consolidated Financial Statements, page F-7

 Note 5.  Investments in Uncons olidated Entities, page F-17

 23. We note your response to prior comment 40.  Sp ecifically referring to the response to the
fourth bullet point, you state in  your response that the genera l manager is tasked with
carrying out the business plans as approve d by the Shareholder Group.  However, your
disclosures on page 104 regard ing the management of China SemiLEDS simply refer to
the general manager reporting to the Board of Directors.  Please revise your disclosures to clarify how the Shareholder Group has ove rsight over the activit ies of the general
manager.
 24. We note your response to prior comment 40 and your disclosures on page F-7 and on
page F-18.  With a view towards enhanced disclosure, please revise your filing to
disclose in more detail your  basis for not consolidating China SemiLEDS and accounting
for your investment in this entity on an equity basis of accounting.
 25. We note your response to prior comment 41.  Please provide us your significance
calculations that support that  you are not required to pr ovide financial statements
pursuant to the requirements of Rule 3-09 of  Regulation S-X related to your equity
method investment in China SemiLEDs.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company 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.
 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation October 21, 2010 Page 6
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 You may contact Tara Harkins at (202) 551-3639 or Kevin Vaughn, Accounting Branch
Chief, at (202) 551-3643 if you have questions regarding comments on the financial statements
and related matters.  Please cont act Gabriel Eckstein at (202) 551-3286 or Daniel Morris, Special
Counsel, at (202) 551-3314 if you have any other questions.

 Sincerely,

         M a r t i n  J a m e s          A c t i n g  A s s i s t a n t  D i r e c t o r    cc (via fax): Mark J. Lee   Orrick, Herrington & Sutcliffe LLP

CORRESP
1
filename1.htm

  ORRICK, HERRINGTON & SUTCLIFFE

  43RD
  FLOOR, GLOUCESTER TOWER

  THE LANDMARK

  15 QUEEN’S ROAD CENTRAL

  HONG KONG

  tel  852-2218-9100

  fax  852-2218-9200

  WWW.ORRICK.COM

October 6, 2010

VIA EDGAR AND HAND
DELIVERY

U.S. Securities and Exchange
Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Mail Stop Number 3030

  Attn:

  Russell Mancuso, Branch
  Chief, Legal

  Gabriel Eckstein

  Daniel Morris, Special
  Counsel

  Martin James

  Kevin Vaughn, Branch
  Chief, Accounting

  Tara Harkins

  Re:

  SemiLEDs Corporation —
  Registration Statement on Form S-1

  Registration
  No. 333-168624 (the “Registration Statement”)

Ladies and Gentlemen:

This letter is being filed
in response to your letter dated September 28, 2010 (the “Staff Letter”),
setting forth comments relating to Amendment No. 2 to the Registration
Statement on Form S-1 (“Amendment No. 2”) of SemiLEDs
Corporation (“SemiLEDs” or the “Company”) filed on September 14,
2010 with the Securities and Exchange Commission (the “Commission” or
the “Staff”).  The Company is
concurrently filing today with the Commission Amendment No. 3 to the
Registration Statement on Form S-1 (“Amendment No. 3”).  For your reference, a copy of Amendment
No. 3, together with four marked copies of Amendment No. 3 indicating
changes from Amendment No. 2, are enclosed with this letter.

The Staff’s comments are
repeated below, followed by the Company’s response and a summary of the
responsive actions taken.  We have
included for your convenience specific page numbers in Amendment
No. 3 that have revisions to or insertions of language which seek to
address the Staff’s comments.

PARTNERS:

PHOEBUS K.F. CHU  ·  ELIZABETH A. COLE  ·  ANDREW J. DALE  ·  MARK J. LEE
·  EDWIN K.C. LUK  ·

ROBERT S. PÉ  ·  NEAL A. STENDER  ·  MICHELLE A.M. TAYLOR SOOK YOUNG YEU

PARTNERS, ORRICK, HERRINGTON & SUTCLIFFE LLP, REGISTERED
FOREIGN LAWYERS:

DAVID K. CHO (CALIFORNIA)  ·  DAVID R. HALPERIN (NEW YORK)  ·  MICHAEL T. HAWORTH (CALIFORNIA)  ·  MAURICE L.S. HOO (CALIFORNIA)  ·  ALLEN T.C. SHYU (ILLINOIS) CHRISTOPHER H. STEPHENS (NEW YORK)  ·  JAMES M. TERVO (CALIFORNIA)

Amendment No.2 to
Registration Statement on Form S-1

Prospectus

1.                                      We
note your response to prior comment 3 and reissue the comment. Please provide
the requested disclosure in the opening paragraph of the prospectus summary.

In
response to the Staff’s comment, the Company has revised the disclosure in the
opening paragraph on page 1 of the prospectus summary.

2.                                      Please
revise the prospectus summary to disclose your reliance on joint venture
arrangements.

In
response to the Staff’s comment, the Company has revised the prospectus summary
to disclose that (i) it has interests in three joint ventures, including
China SemiLEDs, and (ii) it expects that China SemiLEDs will be an
important part of the Company’s strategy in China and that its results of
operations will be significantly impacted by the performance of China
SemiLEDs.  The Company has also disclosed
that its joint ventures in Taiwan and Malaysia are at early stages of
development and that the Company does not expect substantial business or
operations will be conducted through such entities for at least the next
12  months.

The
Company advises the Staff that it is not the Company’s general strategy to rely
on joint venture arrangements.  The
Company does not currently have any plans to enter into any other joint
ventures.  The Company’s only significant
joint venture entity, China SemiLEDs, was entered into because of the Company’s
strategic assessment of the risks and benefits of the fast growing China market
for LED products.  China SemiLEDs was a
unique opportunity for the Company to partner with Chinese government entities
and Chinese LED customers to jointly invest, manufacture and sell LED products
in China.  Given the strategic importance
of China SemiLEDs, the Company has included significant disclosure throughout
the Registration Statement regarding this investment.  In addition, given
the potential that China SemiLEDs may be considered a significant subsidiary of
the Company in the future, the Company has disclosed on page 54 that it
may have to report the financial performance of China SemiLEDs in its future
periodic and annual reports that it files with the SEC and that it may be
required to include the financial statements of China SemiLEDs in their
entirety.  As for the Company’s other two
joint venture entities, SILQ and SS Optoelectronics, the Company currently does
not expect that these two joint venture entities will be a material or significant
part of the Company’s business and have therefore limited the disclosure to
what has been currently disclosed in the Registration Statement.

3.                                      Please
continue to revise the prospectus in response to prior comments 5.

In
response to the Staff’s comment, the Company has further revised the disclosure
in an effort to describe its operations in less technical terms.  For example, the Company has

simplified
the description of its manufacturing process on pages 1 and 88 and added
disclosure to explain “epitaxial growth” in less technical terms.

The Company has attempted to
provide a description of its business and manufacturing technologies so that it
will be readily understandable to a person unfamiliar with the LED
industry.  The Company believes that the
LED production process, including the epitaxial growth process and the Company’s
vertical LED structure, is inherently technical and scientific in nature and
respectfully submits that further simplification of these technical processes
and capabilities may risk sacrificing material information regarding the
manufacturing process and the Company’s technology, which are important for an
investor to fully and adequately evaluate the Company.

Risk Factors, page 10

4.                                      Please
add an appropriate risk factor addressing the possibility that up to 10% of
your net profits will be allocated to a profit-sharing pool as well as the
effects that this reduction in profits may have on growth, capital investment,
and your stock price.

The Company advises the
Staff that it previously considered creating a profit-sharing pool of up to 10%
of its anticipated net profits for fiscal 2010 and distributing that amount to
its employees.  However, the Company has
decided not to create a profit-sharing pool and advises the Staff that it does
not have any plans to create a profit-sharing pool for fiscal 2010 or any
future period.  The Company has revised
the disclosures on page 114 to delete references to the possibility of
distributing a profit-sharing pool for fiscal 2010.

We may not succeed in cost-effectively producing...,
page 16

5.                                      Please
expand your revisions in response to prior comment 16 to identify the companies
that you know already possess or are developing the technology to produce LED
chips in larger wafer sizes.

In response to the Staff’s
comment, the Company has revised the disclosure on page 19.

Variations in our production yields..., page 17

6.                                      It
is unclear from your revisions in response to prior comment 17 what caused the
specific difficulties in achieving acceptable yields that you refer to in the
penultimate paragraph of this risk factor. We therefore reissue our comment.

In response to the Staff’s
comment, the Company has revised the disclosure on page 19 to include an
example of an instance in which a new product initially caused lower yields to
give the reader more clarity on what may, from time to time, cause yields to be
lower.  The Company does not believe that
prior instances of lower yields were in any way unique nor were they a result
of special circumstances.  The Company’s
products are difficult to manufacture and involve a high degree of precision
and detailed processes such that, as a general matter, when new products or
processes are introduced, yields are

often lower than with
existing products that have had a relatively long manufacturing cycle.  The Company believes that this is true
generally in manufacturing processes for many products, but is especially so
with technology intensive products such as the Company’s.  The Company expects that each new product
launch or process change may result in relatively lower yields and the Company
in its budgeting and operating schedules takes such lower yields into account.

We may not be successful in expanding..., page 18

7.                                      We
note your response to prior comment [18].

·                                          Please
revise the prospectus to disclose the information contained in your response to
the first bullet of prior comment [18].

In response to the Staff’s
comment, the Company has revised the disclosure on pages 20 and 96-97.

·                                          Please
revise the prospectus to disclose in the Business section and briefly in the
prospectus summary your strategy of focusing on countries with limited
intellectual property regimes. Your revised disclosure should address why you
believe that the potentially increased likelihood of infringement of your
intellectual property right is sufficiently offset by benefits to you.

In response to the Staff’s
comment, the Company has added disclosure in the prospectus summary under
“Risks Associated With Our Business” on page 5 and on pages 96-97.

The marketing and distribution efforts..., page 19

8.                                      Please
expand your disclosure in response to prior comment 20 to include the
expiration date and other material terms of these agreements. Revise here and
in your business section as appropriate. Also, to the extent material, please
file these agreements as exhibits.

In response to the Staff’s
comment, the Company has revised the disclosure on page 22 and added disclosure
on page 98.  In addition, the Company has
filed with Amendment No. 3 the distribution agreement with Nanoteco as
Exhibit 10.21, and will file by amendment the distribution agreement with
Intematix as Exhibit 10.20.

The reduction or elimination of government
investment..., page 22

9.                                      We
note your response to prior comment 21. We note your revised disclosure here
and your disclosure on page 82 under “Government Investments and Support
for LEDs.”  With a view to disclosure,
please tell us whether you have disclosed the governments around the world that
use policy initiatives to accelerate LED development and adoption.

In response to the Staff’s
comment, the Company has revised the disclosure on pages 25 and 85-86
regarding the government policies of certain countries in which the Company
sells its products.

The Company advises the
Staff that it has not, however, attempted to identify all of the governments
around the world that have passed policy initiatives to accelerate LED
development and adoption.  The Company
has identified government policies in certain locations, such as China, Korea,
the United States and the European Union, in which the Company has to date
recorded, and is expected to in the future record, significant sales.

If we fail to implement..., page 22

10.                               Please
provide us with your analysis for your disclosure in response to prior comment
22 relating to the internal control requirement.

The Company advises the
Staff that the Company’s next filing of an amendment to the Registration
Statement will include the audited consolidated financial statements for the
fiscal year ended August 31, 2010 and the Company does not intend to
complete this offering and become a public company until after it has included
such financial statements.  Item 308 of
Regulation S-K requires a public company to include in its annual reports on Form 10-K
management’s assessment of the effectiveness of its internal control over
financial reporting and an attestation report of the independent auditor on
management’s assessment of the issuer’s internal control over financial
reporting as of the end of the most recent fiscal year.  Pursuant to the Instructions to Item 308, a
company is not required to provide either a management assessment or an auditor
attestation report until it has previously filed one annual report with the
SEC. Assuming the Company becomes a public company in the next few months, as
it currently contemplates, subject to Staff review and market conditions, the
Company’s first annual report on Form 10-K will be for the year ending August 31,
2011 and the Company will not be required to include the management assessment
or auditor attestation report.  Instead,
the Company is required to provide the management report and, subject to recent
SEC rule-making in connection with Section 404(c) of the
Sarbanes-Oxley Act as added by Section 989G of the Dodd-Frank Act, may be
required to provide the auditor attestation report beginning with its annual
report on Form 10-K for the year ending August 31, 2012.

We are a multinational organization..., page 26

11.                               We
note your response to prior comment 23. Please reconcile your indication that
there are no material tax consequences to investors with your disclosure in
this risk factor regarding the uncertainty of the tax laws to which your
multinational organization is subject, including the possibility of a material
impact to you if taxing authorities claim that various withholding requirements
apply to you or your subsidiaries or assert that the benefits of tax treaties
are not available to you.

In response to the Staff’s
comment and its previous comment 11 in its September 2 letter, the Company
has deleted the risk factor because it believes the risk factor was overly
generic. The Company previously included this risk factor because of the
uncertainty of

certain tax laws that may be
applicable to the Company and its subsidiaries in various jurisdictions around
the world. However, the previous risk factor was not intended to suggest that
the Company’s international operations would subject any direct additional
taxes on the Company’s shareholders.  The
Company confirms that there are no tax matters or consequences contemplated by
Item 601(b)(8) which would be material to investors that require the
filing of a tax opinion.

Use of Proceeds, page 42

12.                               We
note your response to prior comment 26; however, it is unclear how omitting the
approximate amounts to be used for each purpose complies with Item 504 of
Regulation S-K. In addition, it is unclear how you considered Instruction 7 to
Item 504 of Regulation S-K. We therefore reissue our comment.

In response to the Staff’s
comment, the Company has revised the disclosure on pages 7 and 45. The
actual amounts will be added prior to circulating preliminary prospectuses.

Management’s Discussion and Analysis..., page 50

Interest income (expense), net, page 56

13.                               Please
note that we may have further comments after you file the exhibits mentioned in
your response to prior comments 32 and 86, as well as the disclosure in
response to prior comment 59.

The Staff’s comment is duly
noted.  The Company has filed the
Agreement for Issuance of Overseas Letter of Credit between E.SUN Commercial
Bank and Taiwan SemiLEDs as Exhibit 10.17, and the Lease Agreement between
Luxxon Technology Corporation and Semi-Photonics Co., Ltd. as Exhibit 10.19
to Amendment No. 3.

14.                               With
regard to prior comment 32, please provide us with your analysis as to how you
determined that your outstanding notes are not material and need not be filed.

In response to the Staff’s
comment, the Company has filed the Loan Agre

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

       DIVISION OF
CORPORATION FINANCE

        September 28, 2010
 National Corporate Research Ltd. As Agent for SemiLEDs Corporation 615 South DuPont Highway Dover, DE 19901
Re: SemiLEDs Corporation
Amendment No. 2 to Registrati on Statement on Form S-1
Filed September 14, 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.
 Prospectus

 1. We note your response to prior comment 3 a nd reissue the comment. Please provide the
requested disclosure in the opening pa ragraph of the prospectus summary.
 2. Please revise the prospectus summary to disclose your reliance on joint venture arrangements.
 3. Please continue to revise the prospect us in response to prior comments 5.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 28, 2010 Page 2  Risk Factors, page 10

 4. Please add an appropriate risk factor addressing the possibility that up to 10% of your net
profits will be allocated to a profit-sharing pool as well as the effects that this reduction in
profits may have on growth, capital investment, and your stock price.
 We may not succeed in cost-e ffectively producing…, page 16

 5. Please expand your revisions in response to prior comment 16 to identify the companies
that you know already possess or  are developing the technolo gy to produce LED chips in
larger wafer sizes.
 Variations in our production yields…, page 17

 6. It is unclear from your revisions in re sponse to prior comment 17 what caused the
specific difficulties in achieving acceptable yields that you refer to  in the penultimate
paragraph of this risk factor.  We therefore reissue our comment.
 We may not be successful in expanding…, page 18

 7. We note your response to prior comment 17.

• Please revise the prospectus to disclose th e information containe d in your response to
the first bullet of prior comment 17.
• Please revise the prospectus to disclose in the Business section and briefly in the
prospectus summary your stra tegy of focusing on countries with limited intellectual
property regimes.  Your revised disclosu re should address why you believe that the
potentially increased likelihood of infringement of your inte llectual property right is
sufficiently offset by benefits to you.
 The marketing and distribution efforts…, page 19

 8. Please expand your disclosure in response to prior comment 20 to include the expiration
date and other material terms of these agr eements.  Revise here and in your business
section as appropriate. Also, to the extent material, please file these agreements as
exhibits.
 The reduction or elimination of  government investment…, page 22

 9. We note your response to prior comment 21. We  note your revised disclosure here and
your disclosure on page 82 under “Governme nt Investments and Support for LEDs.”
With a view to disclosure, please tell us  whether you have disclosed the governments
around the world that use policy initiatives to  accelerate LED development and adoption.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 28, 2010 Page 3   If we fail to implement…, page 22

 10. Please provide us with your an alysis for your disclosure in  response to prior comment 22
relating to the internal control requirement.

We are a multinational organization…, page 26

11. We note your response to prior comment 23.  Pl ease reconcile your indication that there
are no material tax consequences  to investors with your disclo sure in this risk factor
regarding the uncertainty of the tax laws to which your multinational organization is
subject, including the possibility  of a material impact to you if taxing authorities claim
that various withholding requireme nts apply to you or your subsid iaries or assert that the
benefits of tax treaties are not available to you.
 Use of Proceeds, page 42

 12. We note your response to prior comment 26; however, it is unclear how omitting the
approximate amounts to be used for each purpose complies with Item 504 of Regulation S-K.  In addition, it is un clear how you considered Inst ruction 7 to Item 504 of
Regulation S-K. We theref ore reissue our comment.
 Management’s Discussion and Analysis…, page 50

 Interest income (expense), net, page 56

 13. Please note that we may have further comment s after you file the e xhibits mentioned in
your response to prior comments 32 and 86, as well as the disclosure in response to prior
comment 59.
 14. With regard to prior comment 32, please provi de us with your analysis as to how you
determined that your outstanding notes are not material and need not be filed.
 Taiwan Tax Treatment, page 57

 15. We note your response to prior comment 33.  Pl ease disclose the specific date by which
Taiwan SemiLEDs must designate the y ear from which you will begin using your
exemption.  In this regard, we note the second- to-last sentence of th e last full paragraph
on page 57.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 28, 2010 Page 4  -Critical Accounting Policies, page 58

 -Share-based Compensation, page 59

 16. We note your response to prior comments 34 through 38.  Please note that we are
deferring any final evaluation of stock compen sation until the estimated offering price is
specified and all of the requested informa tion is provided, and we may have further
comments when you file the amendm ent containing that information.
 17. We note your response to prior comment 36 a nd your disclosures on page 61 related to
your enterprise value being weighted betw een the market approach and the income
approach.  As previously requested, please re vise your filing to explain in more detail
how you determined the significant assumptions  used in the valuations, including the
risk-adjusted discounts, the non-marketab ility discounts and the estimated holding
periods.  Within your updated disclosure, please explain why you the discount rates
estimated holding periods cha nged within each valuation.
 18. We note your response to prior comment 37 whereby you indicate that you have
complied with paragraph 718-10-30-6 of the FASB Accounting Standards Codification,
which requires you to record the fair value of the options as of the grant date.  We also
note the revised disclosures on page 62 in which you state that “the independent
valuations were as of measurement dates that [you] believe were sufficiently close to the stock option grant dates such that the resu lting stock option fair values were an
appropriate approximation of the grant date fair values of th e stock options.”  It is not
clear to us how the accounting for stock opti ons disclosed here complies with paragraph
718-10-30-6 of the FASB Accounting Standards Codification as your disclosures appear
to indicate the valuations are as of a date diffe rent than the grant date.  Please revise or
advise.
 Increased LED Performance, page 80

 19. We note your response to prior comment 42. With a view to disclosure, please provide us
with a comparison of the energy savings of  LED relative to the traditional lighting
technologies mentioned in this section.
 Business, page 84

 Competitive Manufacturing Cost Structure, page 85

 20. You disclose in response to prior comment  43 that every time you reuse a sapphire you
eliminate the need to purchase  a sapphire.  Please expand your disclosure to indicate the
extent to which your technologies  allow you to reuse sapphires.  Quantify, if possible.  In
addition, please clarify the number of times  that any single sapphire may be reused.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 28, 2010 Page 5  Efficient Operating and Business Model, page 85

 21. Based on your disclosure in response to pr ior comment 44, it is unclear why companies
with facilities in Taiwan are able to borrow at lower interest rates than companies located
elsewhere.  We therefore reissue the second part of  our comment.
 Expand our Manufacturing Capacity…, page 87

 22. Your response to prior comment 45 suggests that you have not determined whether you will increase your capacity by leasing or ac quiring additional manufacturing space.
Given that you expect to a dd capacity in late 2010 and th e first three months of 2011,
please tell us when you expect to make this  determination, how many additional reactors
you have acquired, whether you expect to acquire  more reactors, and the anticipated cost
to you of this expansion effort.
 23. Also, with respect to the second senten ce of prior comment 45, we note that your
disclosure emphasizes that you will expand your capacity but  does not provide investors
meaningful information to quantify expa nsion. Please tell us why you believe that
additional disclosure is not appropriate.
 Our Technology, page 88

 24. Please further revise your disclosure in  response to prior comment 47 by cross-
referencing the description of the LED ch ip production process to the specific
illustrations in your diagram on page 89.
 Sales and Marketing, page 92

 25. We note that your response to prior comment 50 refers to “the Asian market” and “the
European market.” Please revise to provide greater specificity, if possible. If greater
specificity is not possibl e, please tell us why.
 Sales by China SemiLEDs and Taiwan…, page 98

 26. Please disclose the substance of your respons e to prior comment 55. In addition, with a
view to disclosure, please te ll us the different strategies  (referred to in the second
paragraph of your response) that you consider ed to increase your growth and market
share in China and why you believe that your cu rrent joint venture stra tegy is preferable
to other strategies, including those in which your company w ould be entitled to all the
revenues generated by your sales.  Please provide similar disclosure regarding your
business decisions to establish joint ventures in Malaysia and Taiwan.
 27. We note your response to prior comment 56 a nd in particular the second paragraph of
your response to that comment.  Please incl ude expanded disclosure  in the prospectus

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 28, 2010 Page 6
regarding your method for reso lving conflicts.  Please note that your disclosure should
also discuss whether there are objective crit eria in place to evaluate conflicts and by
whom final decisions as to c onflicts resolution will be made.
 Board of Directors of China SemiLEDs, page 98

 28. We note your response to prior comment 57.  Note that your disclosure remains unclear
as to how you determine the number of directors that you may nominate.  Please revise to clarify, using illustrative examples as appr opriate. In addition, please disclose, as
indicated in the second paragraph of your response, that there may be uncertainty
regarding the precise number of directors you may appoint.
 29. We note your response to prior comment 58.  Pl ease disclose whether Mr. Doan and Dr.
Trun are required to present opportunities to both you and China SemiLEDs and whether
either you or China SemiLEDs ha s a right of first refusal.
 Executive Compensation, page 106

 30. We note your response to prior co mment 61 and reissue the comment.
 Base Salaries, page 107

 31. Please tell us how you determined that the base salary paid in 2007 was less than the
market rate for the same position at similar companies.
 Annual Incentive Compensation, page 108

 32. With a view to disclosure, please provide us  with additional information regarding the
operation of the profit-sharing plan.
 Timing and Size of Grants, page 109

 33. We note your revisions in response to prior comment 64.  Please quantify, to the extent
possible, the relative importance of the factors you disclose in the last sentence.
 Perquisites, page 110

34. We note your response to prior comments 65 a nd 67.  Please tell us how you determined
that the additional amounts payable to your tw o officers, as authorized by the board of
directors in May 2009, should be  characterized as bonuses ra ther than perquisites.

Warranty Agreement, page 121
 35. Please disclose the term of  the warranty agreement.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 28, 2010 Page 7   Intellectual Property Cr oss-Licensing…, page 122

 36. Please revise to provide the information required by Item 404 of Regulation S-K.
 Principal and Selling Stockholders, page 123

 37. We reissue prior comment 76 as it relates to DJS Properties L.P. in footnote (1) of your
table and JRS Properties III L.P. in footnote (6).
 Effect of Certain Provisions…, page 128

 38. Please tell us the reason for the de letion of the disclosure on page 128.
 Index to Consolidated Financial Statements, page F-1

 39. Please revise to include updated financial statements and rela ted disclosures in your filing
in accordance with Rule 3-12 of Regulation S-X.
 Notes to Consolidated Financial Statements, page F-7

Note 5.  Investments in Uncons olidated Entities, page F-17

40. We note your response to prior comments 55 and 83.  Please address the following:

• Provide us with your detailed analysis of how you considered  the conditions in
paragraph 810-10-15-14 of the FASB A ccounting Standards Codification.

• Provide us with details of  the contributions to the joint venture by each of the
shareholders.  As we note that the jo int venture has not yet begun significant
operations, discuss whether the joint ventur e will require additional financial support
in order to finance its activities.
• Provide us with additional deta ils to support your conclusion that the rights granted to
the shareholder group are particip ating rights.  In this regar d, describe the actions that
can be undertaken solely by the Board of Directors and the ac tions that require
shareholder approval.

• We note from your disclosures on page 98 regarding the management of China
SemiLEDs.  Specifically, we note that the Board of Directors appoints the general
manager who is responsible for the day to da y operations of the joint venture.  The
Board of Directors, which you control, has the ability to hire and fire the general
manager and the general manager is requi red to implement board resolutions and
report to the board.  Please explain to us how you considered the power afforded you

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 28, 2010 Page 8
by way of your ability to control the appoi ntment of the general manager responsible
for the day to day operations of China Se miLEDs in your evaluation of whether to
consolidate China SemiLEDs.

• Please clarify your assessment in response to prior comment 83 that you do not have
control with your statements in response  to prior comment 55 that discuss the
“control mechanisms” that you hold.  Explai n how you considered all of these factors
in your evaluation of whether to consolidate China SemiLEDs.

• We note from pages 99-100 that you have entered into cross-licensing arrangements
with China SemiLEDs.  Please revise your f iling to disclose this  arrangement within
your notes to the financial statements and to discuss how you are accounting for this
arrangement.   Refer to the guidance in Topic 850 of the FASB Accounting Standards
Codification.
 • Further, explain to us ho

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