SecProbe.io

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 December 4, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 RE:
 Peraso Inc.

 Registration Statement on Form S-3, as amended

 Filed October 8, 2025

 File No. 333-290776

 Acceleration Request

 Requested Date: Monday, December 8, 2025

 Requested Time: 5:00 p.m. Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the "Registrant") hereby requests that the Securities
and Exchange Commission (the "Commission") take appropriate action to cause the above-referenced Registration Statement on
Form S-3 (File No. 333-290776) (as amended, the "Registration Statement") to become effective on Monday, December 8, 2025,
at 5:00 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel, Mitchell
Silberberg & Knupp LLP, may orally request via telephone call to the staff.

 Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

 Very truly yours,

 Peraso Inc.

 By:
 /s/ James Sullivan

 James Sullivan

 Chief Financial Officer

 Peraso Inc. – 2033 Gateway Pl., Suite 500,
San Jose, CA 95110 – Tel: 408.418.7500 – www.perasoinc.com

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December 6, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Peraso Inc.

Registration Statement on Form S-3

Filed December 3, 2024

File No. 333-283573

Acceleration Request

Requested Date: Tuesday, December 10, 2024

Requested Time: 4:30 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities
and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on
Form S-3 (File No. 333-283573) (the “Registration Statement”) to become effective on Tuesday, December 10, 2024, at 4:30 p.m.
Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel, Mitchell Silberberg &
Knupp LLP, may orally request via telephone call to the staff.

Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

    Very truly yours,

    Peraso Inc.

    By:
    /s/ James Sullivan

    James Sullivan

    Chief Financial Officer

Peraso Inc. – 2309 Bering Dr., San Jose,
CA 95131 – Tel: 408.418.7500 – www.perasoinc.com

December 6, 2024
Ronald Glibbery
Chief Executive Officer
Peraso Inc.
2309 Bering Drive
San Jose, CA 95131
Re:Peraso Inc.
Registration Statement on Form S-3
Filed December 3, 2024
File No. 333-283573
Dear Ronald Glibbery:
            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 Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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July 18, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Peraso Inc.

Registration Statement on Form S-3

Filed July 12, 2024

File No. 333-280798

Acceleration Request

Requested Date: Monday, July 22, 2024

Requested Time: 4:30 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under
the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities
and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on
Form S-3 (File No. 333-280798) (the “Registration Statement”) to become effective on Monday, July 22, 2024, at 4:30 p.m. Eastern
Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel, Mitchell Silberberg & Knupp
LLP, may orally request via telephone call to the staff.

Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

    Very truly yours,

    Peraso Inc.

    By:

    /s/ James Sullivan

    James Sullivan

    Chief Financial Officer

Peraso Inc. – 2309 Bering Dr., San Jose, CA 95131
– Tel: 408.418.7500 – www.perasoinc.com

July 18, 2024
Ronald Gilbbery
Chief Executive Officer
Peraso Inc.
2309 Bering Drive
San Jose, CA 95131
Re:Peraso Inc.
Registration Statement on Form S-3
Filed on July 12, 2024
File No. 333-280798
Dear Ronald Gilbbery:
            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 Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Blake Baron

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February 5, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Peraso Inc.

Registration Statement on Form S-1, as amended

Filed December 22, 2023

File No. 333-276247

Acceleration Request

Requested Date: Tuesday, February 6, 2024

Requested Time: 9:00 a.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities
and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on
Form S-1 (File No. 333-276247) (as amended, the “Registration Statement”) to become effective on Tuesday, February 6, 2024,
at 9:00 a.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel, Mitchell
Silberberg & Knupp LLP, may orally request via telephone call to the staff.

Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

    Very truly yours,

    Peraso Inc.

    By:
    /s/ James Sullivan

    James Sullivan

    Chief Financial Officer

Peraso Inc. – 2309 Bering Dr., San Jose,
CA 95131 – Tel: 408.418.7500 – www.perasoinc.com

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Ladenburg
Thalmann & Co. Inc.

640
Fifth Avenue, 4th Floor

New
York, New York 10019

February
5, 2024

VIA
FACSIMILE AND EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
DC 20549

 Re: Peraso
Inc.

Registration
Statement on Form S-1 (Registration No. 333-276247)

Concurrence
in Acceleration Request

Ladies
and Gentlemen:

Ladenburg
Thalmann & Co. Inc. (“Ladenburg”), as representative of the underwriters for the referenced offering, hereby concurs
in the request by Peraso Inc. that the effective date of the above-referenced registration statement be accelerated to 9:00 a.m. (Eastern
Time), or as soon as practicable thereafter, on February 6, 2024, pursuant to Rule 461 under the Securities Act. Ladenburg affirms that
it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    LADENBURG THALMANN & CO. INC.

    By:
     /s/ Nicholas Stergis

    Name:
     Nicholas Stergis

    Title:
    Managing Director

United States securities and exchange commission logo
January 3, 2024
James Sullivan
Chief Financial Officer
Peraso Inc.
2309 Bering Dr.
San Jose, California 95131
Re:Peraso Inc.
Registration Statement on Form S-1
Filed December 22, 2023
File No. 333-276247
Dear James Sullivan:
            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 Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Blake Baron

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June 23, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Peraso Inc.

Registration Statement on Form S-1

Filed June 16, 2023

File No. 333-272729

Acceleration Request

Requested Date: Monday, June 26, 2023

Requested Time: 5:00 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests
that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statement on Form S-1 (File No. 333-272729) (the “Registration Statement”) to become effective
on Monday, June 26, 2023 at 5:00 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its
outside counsel, Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff.

Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

    Very truly yours,

    Peraso Inc.

    By:
    /s/ James Sullivan

    James Sullivan

    Chief Financial Officer

Peraso Inc. – 2309 Bering Dr., San Jose,
CA 95131 – Tel: 408.418.7500 – www.perasoinc.com

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June 23, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:  Peraso Inc.

Registration
Statement on Form S-1

Filed June 16, 2023

File No. 333-272729

Acceleration
Request

Requested Date: Tuesday, June 27, 2023

Requested Time: 5:00 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under
the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the
Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statement on Form S-1 (File No. 333-272729) (the “Registration Statement”) to become effective
on Tuesday, June 27, 2023 at 5:00 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its
outside counsel, Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff. This acceleration request supersedes
and replaces any and all prior acceleration requests filed with regard to the Registration Statement.

Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

    Very truly yours,

    Peraso Inc.

    By:
    /s/ James Sullivan

    James Sullivan

    Chief Financial Officer

Peraso Inc. – 2309 Bering Dr., San Jose, CA 95131
– Tel: 408.418.7500 – www.perasoinc.com

United States securities and exchange commission logo
June 23, 2023
Ronald Glibbery
Chief Executive Officer
Peraso Inc.
2309 Bering Dr.
San Jose, CA 95131
Re:Peraso Inc.
Registration Statement on Form S-1
Filed June 16, 2023
File No. 333-272729
Dear Ronald Glibbery:
            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 Patrick Fullem at (202) 551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Pablo Castiella

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December 21, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE: Peraso Inc.

Registration Statement on Form S-1

Filed December 15, 2022

File No. 333-268814

Acceleration Request

Requested Date: Friday, December 23, 2022

Requested Time: 4:30 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests
that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statement on Form S-1 (File No. 333-268814) (the “Registration Statement”) to become effective
on Friday, December 23, 2022 at 4:30 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or
its outside counsel, Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff.

Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

    Very truly yours,

    Peraso Inc.

    By:
    /s/ James Sullivan

    James Sullivan

    Chief Financial Officer

Peraso Inc. – 2309 Bering Dr., San Jose, CA 95131
– Tel: 408.418.7500 – www.peraso.com

United States securities and exchange commission logo
December 20, 2022
James Sullivan
Chief Financial Officer
Peraso Inc.
2309 Bering Dr.
San Jose, California 95131
Re:Peraso Inc.
Registration Statement on Form S-1
Filed on December 15, 2022
File No. 333-268814
Dear James Sullivan:
            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 Bradley Ecker at (202) 551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
December 12, 2022
James Sullivan
Chief Financial Officer
Peraso Inc.
2309 Bering Drive
San Jose, CA 95131
Re:Peraso Inc.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 31, 2022
File No. 000-32929
Dear James Sullivan:
            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 Energy & Transportation

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prso-corresp.htm

Confidential Treatment Requested by Peraso Inc. pursuant to 17 C.F.R. 200.83 (“Rule 83”)

PERASO INC.

Certain portions of this letter for which confidential treatment has been requested pursuant to Rule 83 have been omitted from the version filed via EDGAR. Information that has been omitted in the EDGAR-filed version has been noted in this letter with a placeholder identified by the mark “[***]” and has been delivered to the Securities and Exchange Commission.

VIA EDGAR SUBMISSION

November 15, 2022

U.S. Securities & Exchange Commission
Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn:  Jenifer Gallagher and Karl Hiller

Re: Peraso Inc.

       Form 10-K for the Fiscal Year Ended December 31, 2021

       Filed March 31, 2022

       File No. 000-32929

Ladies and Gentlemen:

Peraso Inc. (the “Company,” “we,” “our” or “us”) hereby transmits our response to the comment letter received from the staff (the “Staff,” “you” or “your”) of the U.S. Securities and Exchange Commission (the “SEC” or “Commission”), on November 4, 2022, regarding the Annual Report on Form 10-K for the year ended December, 31, 2021, filed with the Commission on March 31, 2022, and the Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022, filed with the Commission on May 13, 2022 and August 15, 2022, respectively. In response to the Staff’s comment letter, the Company is submitting via EDGAR this response letter. For your convenience, we have repeated below your comments, and have followed it with our response.

Form 10-K for the Fiscal Year ended December 31, 2021

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

Results of Operations, page 31

1.

We note your response to prior comment one and the type of disclosure that you have proposed, including a comparison of total revenues for the most recent quarter and cumulative interim period to the corresponding periods of the preceding fiscal year, along with percentages of product revenues to total revenues.

You state that revenues increased "primarily due to the timing of the reverse acquisition," though do not explain how the acquisition contributed to revenues, either in terms of product lines acquired or facilitating your development of the mmWave module products. You also state that the comparative periods of the preceding fiscal year "exclude all sales attributable to our memory IC products, resulting in a 100% increase in sales volumes," implying there had been sales of these products, perhaps by the business acquired in the reverse merger, though without providing this clarification or explaining how the apparent trend would be tempered when considering historical sales, also without addressing the reasonably possible effects of your decision to not develop new memory products.

We do not see quantification of volumes of products sold or of changes in the volumes of products sold among the product categories, as may be necessary to provide context for understanding the offsetting effects and trends exhibited in your financial results.

Please further explain how you have considered your current discussion and analysis as providing sufficient insight on material trends and uncertainties, the reasons underlying intermediate effects, and for a reader to see the business through the eyes of management, particularly given the absent of such volumetric measures and reflecting changes in the mix of products sold. Please include along with your reply a schedule identifying for each product category described on pages 6, 7 and 8 (e.g. mmWave ICs based on the IEEE 802.11ad standard, mmWave ICs based on the 3GPP Release 15-17 standard, mmWave modules, memory Accelerator Engine IC products - Bandwidth Engine and Programmable HyperSpeed Engine, and QPR SRAM memory devices), the volumes sold for each quarter covered by your annual and subsequent interim financial statements, along with the dollar values ascribed during these periods, reconciled to total revenues reported for the quarterly, cumulative and annual periods.

Provide us with an explanation for changes in volumes sold each period including your assessment of the changes for disclosure, addressing the materiality of the change in both volumes and prices, and considering the significance of the product line.

Response: We respectfully acknowledge the Staff’s comment, and we can expand our disclosures to provide further input on trends and uncertainties. The tables below set forth our volumes and revenue by product for the current and prior year interim and year-to-date periods and reconcile to total product revenues reported in the financial statements.

($$ in thousands)

Product Revenue

1Q21

2Q21

3Q21

4Q21

YTD 2021

1Q22

2Q22

YTD 2022

Bandwidth Engine ICs

 $             -

$             -

$              -

 $         148

 $         148

 $      1,725

 $     1,749

 $     3,474

Programmable HyperSpeed Engine ICs/QPR SRAM ICs/Other

                  -

                  -

                  -

                   1

                   1

              183

              123

              306

mmWave Modules

                  -

                  -

                  290

              807

              1,097

              808

           1,552

           2,360

mmWave ICs - 802.11AD

           1,042

              576

           1,033

           915

           3,566

              488

              678

           1,166

mmWave ICs - 3GPP

                  -

                  -

                  -

                  -

                  -

                  -

                  -

                  -

mmWave - Other

                   9

                  -

                66

                19

                94

                   0

                18

                18

Total Product Revenue

 $      1,051

 $       576

 $     1,389

 $      1,890

 $      4,906

 $      3,204

 $     4,120

 $     7,324

As noted in our disclosure, the 100% increase in shipment volumes and revenue from our memory products is because no sales of our memory products were included in our historical financial statements due to the business combination. From a trend perspective, we note that sales of memory ICs are expected to increase over the prior-year levels because of the inclusion of these sales in 2022, when there were none in 2021. Separately, but not previously disclosed, we do expect increases in 2023 volumes and revenues based on our current backlog, customer forecasts and modest contribution (~5%) from price increases that we have begun implementing in October 2022. As noted in our disclosures, the Company ceased development of new memory IC products in 2017, and it has been selling its available products. Historically, it has been difficult for the Company to identify trends with its memory customers, as these customers purchase based on purchase orders rather than long-term supply agreements. In some cases, the customers provide non-binding forecasts, and purchase orders on the Company’s backlog may be delayed or cancelled. Given that, it has been difficult to project an outlook and trend for out memory products.  However, we are in a position to comment on trends for the next 12 months, and we will include increased disclosure, as contemplated below.

With regard to our mmWave products, we have disclosed that the Company’s primary sales focus is its mmWave modules, which we began selling during the three months ended September 30, 2021. We have explained the commencement of mmWave module sales during 2021 was the primary driver of the increase in units shipped and revenue in 2022 compared with 2021.  We have initiated price increases on certain of our mmWave modules products in the second quarter of 2022, and we expect the impacts of these price increases will marginally contribute to product revenue growth in the fourth quarter of 2022 and on a go forward basis into 2023. However, we expect the primarily driver of mmWave module sales in the future to be increased unit shipments, and we have disclosed this expectation.  We will clarify our disclosure, as contemplated below.

In addition, we have disclosed that the Company’s sales of stand-alone mmWave IC products have declined during 2022. The decline in mmWave IC sales has been driven by i) reduced distributor purchases on behalf of our largest IC customer and ii) the shift in our sales focus to mmWave modules, which comprise our mmWave ICs in a chipset combined with an antenna. When considering shipments

of modules, which include our mmWave ICs, sales of our mmWave ICs within the mmWave module have increased significantly over the prior year. We sell the majority of our stand-alone mmWave ICs to two distributors that purchase on behalf of a large customer. We do not have visibility to demand from this large end-customer, as the customer does not provide forecasts to us. Sales on behalf of this customer decreased during 2022, which we believe is attributable to timing of the customer’s product cycles. Recently, we have seen increased purchasing volume in the form of new purchase orders from the customer’s distributors, but it is difficult for us to identify and disclose an intermediate trend for revenue from sales of our ICs on a stand-alone basis.

We believe that providing both revenue and volume information by category would place us at a competitive disadvantage. As a very small company, we have a limited number of products and customers, and, by disclosing both revenue and volume information, our competitors and prospective customers would be able to calculate our current product pricing. For example, we sell over 98% of our module products to a single customer, and our competitors and prospective customers will be able to calculate the price we charge that module customer. Similarly, we sell over 90% of our mmWave ICs to two distributors that purchase on behalf of an end customer. As a result, we request that the Staff consider our request to only disclose revenue by product category without the corresponding volumetric data.

The following is the Company’s proposed type of disclosure related to product revenue using the three and six months ended June 30, 2022 and 2021 as an example (based on the proposed disclosure we provided to the staff in our response letter dated October 14, 2022) to provide further trend disclosure. This represents the level of detail we plan to include in future filings, beginning with our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022.

The following table details revenue by product category for the three and six months ended June 30, 2022 ($ in 000s):

Product revenue increased for the three months ended June 30, 2022 compared with the same period of 2021 primarily due to the increase in the memory IC sales volumes due to the acquisition of this product line in December 2021 and the increase of the mmWave module sales volumes due to the roll-out of this product line in August of 2021. As discussed elsewhere in this Report, for reverse-acquisition accounting

purposes, Peraso Tech, was treated as the accounting acquirer, and MoSys was treated as the accounting acquiree. Accordingly, the results of operations discussed herein are a continuation of Peraso Tech’s historical financial results and exclude the results of operations of MoSys prior to December 17, 2021. The increase in memory IC sales volumes due to the acquisition of this product line, resulted in a $1.9 million increase to revenue for the three months ended June 30, 2022, as compared to the prior year due to a 100% increase in sales volumes in 2022. Additionally, we began selling our mmWave module products during the second half of 2021, representing a 100% increase in sales volumes for the first six half of 2022, which contributed $1.5 million in revenue for the three months ended June 30, 2022. We did not have any sales of the mmWave module products during the first half of 2021. We have initiated price increases on certain of our module products in 2022. However, through June 30, 2022, we had not realized any material increase in revenue as a result of those price increases.

Product revenue increased for the six months ended June 30, 2022 compared with the same period of 2021 primarily due increase in the memory IC sales volumes due to the acquisition of this product line in December 2021 and the increase of mmWave module sales volumes due to the roll-out of this new product line in August of 2021. The increase in memory IC sales volumes due to the acquisition of this product line in December 2021 resulted in a $3.8 million increase in revenues for the six months ended June 30, 2022 as compared to prior year due to a 100% increase in sales volumes in 2022. Additionally, we began selling our mmWave module products during the second half of 2021 and realized a 100% increase in sales volumes in 2022, which contributed $2.3 million of increased revenue for the six months ended June 30, 2022 These revenue increases were partially offset by a decrease of $0.5 million in sales of our mmWave IC products due to a 33% reduction in volumes shipped during the six months ended June 30, 2022, compared with the same period in 2021. Although, stand-alone mmWave IC volumes decreased, shipments of our mmWave modules that include the mmWave ICs have increased, as each module we ship includes our mmWave ICs.  We began shipping modules, which include our mmWave IC in a chipset with an antenna, as it provides an integrated solution that we believe can shorten our revenue cycle by enabling our customers to accelerate time to production. In addition, we generate higher revenue from the sale of modules compared to sales of stand-alone ICs. Going forward, we expect sales of our mmWave ICs on a stand-alone basis to decline as a percentage of total product revenue, as we expect sales of our modules to be our primary source of revenue growth.

We expect revenues to increase for the remainder of 2022 and in 2023, as we expect increased sales of our mmWave products, including the benefits of price increases implemented in 2022, and will experience a full-year contribution of revenues from our memory products. We expect sales of our memory products to increase from a volume and revenue perspective over the next 12 months. However, our memory products have been in production since 2014, and, given that we have not developed new products, the long-term outlook for these products is uncertain. We have implemented modest price increases on our memory products that we expect to begin taking effect in the first half of 2023, and we expect these price increases to contribute to revenue growth in 2023. We expect sales of our mmWave modules to increase from a volume and revenue perspective over the next 12 months, as our primary sales focus is on obtaining new module customers. Our lead module customer has provided purchase orders and forecasts, which support our expected increases in volume and revenue from module shipments.  In addition, we expect meaningful contribution in 2023 from price increases that we implemented in 2022 on our module products.

Financial Statements

Note 2 - Business Combination Securities Conversion, page 75

2.

We understand from your response to prior comment 3 that you intend to cease reporting the Series A Special Voting Preferred Stock in your financial statements because you no longer regard the instrument as equity, notwithstanding its legal designation as equity and instrumentality in supporting your classification of the Canco subsidiary exchangeable shares as permanent equity in your financial statements.

We also note that you did not consider such instrumentality in your assessment although did consider such instrumental

United States securities and exchange commission logo
November 4, 2022
James Sullivan
Chief Financial Officer
Peraso Inc.
2309 Bering Drive
San Jose, CA 95131
Re:Peraso Inc.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 31, 2022
File No. 000-32929
Dear James Sullivan:
            We have reviewed your October 14, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 20, 2022 letter.
Form 10-K for the Fiscal Year ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 31
1.We note your response to prior comment one and the type of disclosure that you have
proposed, including a comparison of total revenues for the most recent quarter and
cumulative interim period to the corresponding periods of the preceding fiscal year, along
with percentages of product revenues to total revenues.

You state that revenues increased "primarily due to the timing of the reverse acquisition,"
though do not explain how the acquisition contributed to revenues, either in terms of
product lines acquired or facilitating your development of the mmWave module products.
You also state that the comparative periods of the preceding fiscal year "exclude all sales

 FirstName LastNameJames Sullivan
 Comapany NamePeraso Inc.
 November 4, 2022 Page 2
 FirstName LastNameJames Sullivan
Peraso Inc.
November 4, 2022
Page 2
attributable to our memory IC products, resulting in a 100% increase in sales volumes,"
implying there had been sales of these products, perhaps by the business acquired in the
reverse merger, though without providing this clarification or explaining how the apparent
trend would be tempered when considering historical sales, also without addressing the
reasonably possible effects of your decision to not develop new memory products.

We do not see quantification of volumes of products sold or of changes in the volumes of
products sold among the product categories, as may be necessary to provide context for
understanding the offsetting effects and trends exhibited in your financial results.

Please further explain how you have considered your current discussion and analysis as
providing sufficient insight on material trends and uncertainties, the reasons
underlying intermediate effects, and for a reader to see the business through the eyes of
management, particularly given the absent of such volumetric measures and reflecting
changes in the mix of products sold. Please include along with your reply a schedule
identifying for each product category described on pages 6, 7 and 8 (e.g. mmWave ICs
based on the IEEE 802.11ad standard, mmWave ICs based on the 3GPP Release 15-17
standard, mmWave modules, memory Accelerator Engine IC products - Bandwidth
Engine and Programmable HyperSpeed Engine, and QPR SRAM memory devices), the
volumes sold for each quarter covered by your annual and subsequent interim financial
statements, along with the dollar values ascribed during these periods, reconciled to total
revenues reported for the quarterly, cumulative and annual periods.

Provide us with an explanation for changes in volumes sold each period including your
assessment of the changes for disclosure, addressing the materiality of the change in both
volumes and prices, and considering the significance of the product line.
Financial Statements
Note 2 - Business Combination
Securities Conversion, page 75
2.We understand from your response to prior comment 3 that you intend to cease reporting
the Series A Special Voting Preferred Stock in your financial statements because you no
longer regard the instrument as equity, notwithstanding its legal designation as equity and
instrumentality in supporting your classification of the Canco subsidiary exchangeable
shares as permanent equity in your financial statements.

We also note that you did not consider such instrumentality in your assessment although
did consider such instrumentality when evaluating the equity characteristics of the
exchangeable shares.  We do not see that you have expressed rationale or identified
support for having an inconsistent approach in making these assessments or classification
that would be contrary to your perspective on the exchangeable shares.

We continue to believe that your Series A Special Voting Preferred Stock should be
reported in your financial statements and classified consistent with its legal designation.

 FirstName LastNameJames Sullivan
 Comapany NamePeraso Inc.
 November 4, 2022 Page 3
 FirstName LastNameJames Sullivan
Peraso Inc.
November 4, 2022
Page 3
3.We note that in response to prior comments 3 and 4, in which we were seeking
clarification of support for your presentation of subsidiary exchangeable shares as
common shares of Peraso, Inc. and your description of the Canco subsidiary as a shell
company, you appear to focus on factors considered in identifying Peraso Technologies,
Inc. as the accounting acquirer in your December 17, 2021 merger. We also note that the
organization chart submitted with your response appears to confirm that Canco holds
100% of the interests in Peraso Technologies Inc. and would therefore not be properly
considered a shell entity having no material assets or operations.

We do not believe that support for your accounting acquirer determination may be
properly viewed as creating scope exceptions from guidance that is otherwise applicable
to minority interests and participating securities as defined in FASB ASC 810-10-20 and
FASB ASC 260-10-20. However, in your response you state that "The terms of the
Exchangeable Shares do not provide the holders thereof with any right to, or interest in,
the assets or operations of Canco other than amounts that are attributable to shares of the
Company’s Common Stock. The economic merits of the Exchangeable Shares lie solely in
the underlying common stock of the Company and to derive any value from the
Exchangeable Shares, a holder must look to the Company." We understand that your
references to "the Company" in the excerpt above are to Peraso Inc.

If you have properly concluded that the exchangeable shares do not represent minority
interests in Canco, and if your assessment of the contractual provisions that apply when
coupled with the Series A Special Voting Preferred Stock are comprehensive and
accurate, we will not object to reporting the Canco exchangeable shares along with the
Series A Special Voting Preferred Stock as equity in your financial statements.

However, we believe that you will need to distinguish between your common shares and
the Canco subsidiary exchangeable shares by separately reporting the shares and dollar
amounts associated with the exchangeable shares in your Balance Sheets and Statements
of Stockholders' Equity, and within the disclosures required for showing the composition
of numerators and denominators underlying computations of earnings per share to comply
with FASB ASC 505-10-50-2 and 3, and FASB ASC 260-10-50-1.
4.Given the legal distinctions between the Peraso, Inc. common shares and the Canco
exchangeable shares and the separate reporting requirements to be applied as outlined in
the other comments in this letter, please further address the requirements in FASB ASC
260 that were referenced in prior comment three.

If you have properly concluded that the instruments are economically equivalent in all
respects, and considering the views expressed in your response, we understand that
you would regard the class of Canco exchangeable shares also as common stock, as
defined in this standard.  However, please clarify if this is not consistent with the views
expressed in your response or if you would reach a different conclusion.

 FirstName LastNameJames Sullivan
 Comapany NamePeraso Inc.
 November 4, 2022 Page 4
 FirstName LastName
James Sullivan
Peraso Inc.
November 4, 2022
Page 4
As part of your response, please address the utility of the provision in Section 8: Purchase
for Cancellation, on page A-38 of Appendix I to the Plan of Arrangement - Provisions
Attaching to the Exchangeable Shares, in Exhibit 2.1(1), stating "Subject to applicable
law, Canco may at any time and from time to time purchase for cancellation all or any part
of the Exchangeable Shares by private agreement with the holder thereof."

Please describe the circumstances under which this provision would be utilized,
explain how the purchase price would be determined, and clarify whether you have a
similar mechanism in place for holders of your common shares or indicate how
cancellation and purchase of outstanding common shares would compare.
5.We note that you have proposed disclosure in response to prior comment five including
descriptions of certain rights associated with the exchangeable shares, including rights of
the holders, Canco, Callco, and the parent, that would result in the issuance of Peraso, Inc.
common shares in exchange for the Canco exchangeable shares.

We also note that the provisions described generally involve the computation of a
"purchase price" that is equal to the market price of the Peraso, Inc. common shares, plus
any declared but yet unpaid dividends, although you propose to clarify by stating "There
are no cash redemption features, all redemption and exchange scenarios are payable in a
share of the Company’s common stock."

Please further clarify that any "purchase price" computed upon the exercise of rights
pertaining to retraction, redemption, or liquidation, or otherwise giving rise to a
"purchase" or cancellation, will in all cases consist of a 1:1 exchange involving Peraso,
Inc. common stock, regardless of the market price of the common shares, if true.
            You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706, or Karl Hiller,
Branch Chief, at (202) 551-3686 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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Peraso Inc.

2309 Bering Drive

San Jose, CA 95131

VIA EDGAR

October 14, 2022

U.S. Securities & Exchange Commission
Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn:  Jenifer Gallagher and Karl Hiller

Re: Peraso Inc.

       Form 10-K for the Fiscal Year Ended December 31, 2021

       Filed March 31, 2022

       File No. 000-32929

Ladies and Gentlemen:

Peraso Inc. (the “Company,” “we,” “our” or “us”) hereby transmits our response to the comment letter received from the staff (the “Staff,” “you” or “your”) of the U.S. Securities and Exchange Commission (the “SEC” or “Commission”), on September 20, 2022, regarding the Annual Report on Form 10-K for the year ended December, 31, 2021, filed with the Commission on March 31, 2022, and the Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022, filed with the Commission on May 13, 2022 and August 15, 2022, respectively. In response to the Staff’s comment letter, the Company is submitting via EDGAR this response letter. For your convenience, we have repeated below your comments in bold, and have followed it with our response.

Form 10-K for the Fiscal Year ended December 31, 2021

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

Results of Operations, page 31

1.

We note that in response to prior comment 5 you explain that higher revenues in 2022 are attributable to increases in memory product sales and mmWave module sales.

We also see that you provided disclosure on page 30 of your recent interim report of the reasons for higher revenue and cost of net revenue, attributing the changes to increased volume shipments of your LineSpeed and Bandwidth Engine IC and mmWave module products. You also explain that your module products have higher cost of goods sold per unit, and generate lower gross profit margins, than your IC products.

Please address changes in revenues with reference to both quantities and prices of the products sold, as previously requested, to comply with Item 303(b)(2) of Regulation S-K. In other words, include volumetric measures of sales for the differing product types for each period, and clarify the extent to which changes in revenues resulted from changes in prices, as opposed to changes in volumes sold. We reissue prior comment 5.

Response: We acknowledge the Staff’s comment and respectfully advise that the Company’s results of operations for fiscal year 2022 are not yet comparable with the prior year primarily due to (1) the timing of the reverse acquisition occurring late in 2021 as it relates to our memory IC products and (2) the commencement of our sales related to mmWave module products beginning in the second half of 2021. Beginning in the first quarter of fiscal year 2023, absent any material changes to our current operations, our results of operations will be more comparable with fiscal year 2022, as operations of the Company and sales of mmWave module products will be reflected for the entirety of the periods presented, allowing for a better comparison of price and volumetric changes.

As the reverse acquisition, which is disclosed in Notes 1 and 2 of the condensed consolidated financial statements, occurred on December 17, 2021, the three and six months ended June 30, 2021 exclude all sales attributable to our memory IC products, resulting in a 100% increase in memory IC product sales during the three and six months ended June 30, 2022. There were no impacts attributable to price changes in 2022, compared with 2021.

Additionally, we began shipping our mmWave module products during the second half of 2021, representing a 100% increase in sales of these products for the three and six months ended June 30, 2022, compared with the same periods in the prior year. There were no impacts attributable to price changes in 2022, compared with 2021. We have initiated price increases on certain of our module products in 2022. However, through June 30, 2022, we had not realized any material increase in revenue as a result of those price increases.

We confirm that, in future filings, we will specify the extent to which material changes in our net revenue period-over-period were attributed to changes in prices and changes in volumes by quantifying the dollar and/or percentage changes of the number of units sold and the changes in average selling prices.

The following is the Company’s proposed type of disclosure related to product revenue using the three and six months ended June 30, 2022 and 2021 as an example (based on the disclosures in Results of Operations within our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022). This represents the level of detail we plan to include in future filings, beginning with our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022:

2

June 30,

Change

2022

2021

2021 to 2022

(dollar amounts in thousands)

Product -three months ended

$

4,120

$

576

$

3,544

615

%

Percentage of total net revenue

96

%

83

%

Product -six months ended

$

7,324

$

1,627

$

5,697

350

%

Percentage of total net revenue

95

%

90

%

 Product revenue increased for the three months ended June 30, 2022 compared with the same period of 2021 primarily due to the timing of the reverse acquisition occurring late in 2021 and the commencement of our sales related to mmWave module products beginning in the second half of 2021. As the reverse acquisition occurred on December 17, 2021, the results of operations for the three months ended June 30, 2021 exclude all sales attributable to our memory IC products, resulting in a 100% increase in sales volumes and contributing a $1.9 million increase in revenues attributable to our memory IC products during the three months ended June 30, 2022. There were no changes in revenue for our memory IC products attributable to price changes during the three months ended June 30, 2022, compared with the same period in 2021. Additionally, we began selling our mmWave module products during the second half of 2021, representing a 100% increase in sales volumes, which contributed $1.5 million in revenue for the three months ended June 30, 2022. We did not have any sales of the mmWave module products during the first half of 2021. We have initiated price increases on certain of our module products in 2022. However, through June 30, 2022, we had not realized any material increase in revenue as a result of those price increases.

Product revenue increased for the six months ended June 30, 2022 compared with the same period of 2021 primarily due to the timing of the reverse acquisition occurring late in 2021 and the commencement of our sales related to mmWave module products beginning in the second half of 2021. As the reverse acquisition occurred on December 17, 2021, the results of operations for the six months ended June 30, 2021 exclude all sales attributable to our memory IC products, resulting in a 100% increase in sales volumes and contributing a $3.8 million increase in revenues attributable to our memory IC products during the six months ended June 30, 2022. There were no changes in revenue for our memory IC products attributable to price changes during the six months ended June 30, 2022, compared with the same period in 2021. Additionally, we began selling our mmWave module products during the second half of 2021 and realized a 100% increase in sales volumes, which contributed $2.3 million in revenue for the six months ended June 30, 2022. We did not have any sales of the mmWave module products during the first half of 2021. We have initiated price increases on certain of our module products in 2022. However, through June 30, 2022, we had not realized any material increase in revenue as a result of those price increases. These increases were slightly offset by a decrease of $0.5 million in sales of our mmWave IC products during the six months ended June 30, 2022, compared with the same period in 2021.

3

We expect revenues to increase for the remainder of 2022, as we expect increased sales of our mmWave products, including the benefits of price increases implemented in 2022, and will experience a full-year contribution of revenues from our memory products.

Controls and Procedures, page 35

2.

We understand from your response to prior comment 6 that you continue to believe your disclosure controls and procedures and internal control over financial reporting have been appropriately assessed as effective at December 31, 2021.

Tell us how you considered the accounting and disclosure requirements applicable to minority interests and participating interests, as referenced in other comments in this letter, in formulating your view. We reissue prior comment 6.

Response: While we agree that the Staff’s comments have uncovered areas where we should expand our disclosures in future filings, we maintain our conclusion that both our disclosure controls and procedures and internal control over financial reporting are effective. Further, with respect to our internal control over financial reporting, we do not believe that the Staff’s concerns and our proposed revisions indicate the presence of material weaknesses in such internal controls.

The Company has addressed the accounting and disclosure requirements applicable to minority interests and participating interests in its response to question number 3 below.

Financial Statements

Note 2 - Business Combination

Securities Conversion, page 75

3.

We note that in response to prior comment 9 you revised your balance sheet when filing

your second quarter interim report to include the Series A Special Voting Preferred Stock, although you continue to exclude the instrument from your Statements of Stockholders' Equity (Deficit) on page 5 of that report; and have not identified any accounting literature to support your combined equity presentation.

Rules 3-04, 5-02.29, 5-02.31, and 5-03.19 of Regulation S-X prescribe distinct reporting requirements for common stock and non-controlling interests in the Statements of Changes in Stockholders' Equity, the Balance Sheets and Statements of Operations.

There are also specific requirements in FASB ASC 810-10-45-16, as to the balance sheet

presentation for non-controlling interests; FASB ASC 810-10-45-20 and 21, as to the

allocation of earnings and losses between a parent and non-controlling interests; FASB

ASC 260-10-45-11A, regarding non-controlling interests in EPS computations; and FASB ASC 260-10-45-60A, 65, 66 and 68, and FASB ASC 260-10-55-25, regarding the two-class method for participating securities in EPS computations.

Unless you are able to show how you are not subject to these requirements, it appears that

you would need to restate your financial statements to comply with the applicable sections of the aforementioned guidance. However, please consider how economic interests are conveyed to holders of the exchangeable shares in distinguishing between non-controlling interests and

4

participating securities in your application of this guidance, particularly as it relates to allocations of earnings and losses for each period.

Tell us how you have considered the configuration of entities within the consolidated entity, including any rights that attach to the exchangeable shares in operations of the subsidiary, apart from those of the parent, in formulating your view.

Please address all of the guidance cited above and submit any revisions that you believe

will be necessary to include in amendments to your annual and interim reports to conform

to generally accepted accounting principles and SEC reporting requirements.

Response:

The Company respectfully acknowledges the Staff’s comment. The following diagram depicts the organizational chart of all entities involved in the reverse acquisition following the closing of the transaction.

Kindly note that the following response separates the Series A Special Voting Preferred Stock and the Exchangeable Common for a clear presentation.

Classification of Series A Special Voting Preferred Stock (“Special Voting Share”) Considerations:

5

The Company issued one Special Voting Share to Kingsdale Advisors LP (the “Agent”), as the holder of record, as agent for and on behalf of, and for the use and benefit of, the registered holders from time to time of the Exchangeable Shares of Canco. The Voting and Exchange Agency Agreement creates an agency relationship for the benefit of the registered holders from time to time of Exchangeable Shares. The Agent will hold the Special Voting Share issued by the Company in order to enable the Agent to exercise the voting rights and will hold the Exchange Right and the Automatic Exchange Right (as defined below) in order to enable the Agent to exercise such rights, in each case as agent for and on behalf of the holders of the Exchangeable Shares. The Agent who is the holder of the Special Voting Share does not have rights to the dividends or a residual interest in the Company, as those rights belong to the holders of the Exchangeable Shares.  The Exchangeable Shares, which have economic rights that are equivalent to those of the Company’s common stock, were issued to certain Canadian stockholders of Peraso Technologies Inc. to take advantage of a full or partial tax deferral available under the Income Tax Act (Canada). The Special Voting Share was only issued at closing to enable the holders that received Exchangeable Shares to cast votes, through instructions provided to the Agent, on matters for which holders of shares of common stock of the Company are entitled to vote on a one-for-one basis. The Agent has no voting discretion and may only vote on such matters if it receives voting instructions from any holders of the Exchangeable Shares. As the Special Voting Share was solely created to serve as the means for the holders of Exchangeable Shares to vote, the holder of the Special Voting Share is not entitled to any other rights, including the rights to (i) receive dividends, (ii) exchange the Special Voting Share for shares of any other class of capital stock of the Company, and (iii) receive any assets of the Company available for distribution to its stockholders upon any liquidation, dissolution or winding up of the Company. In this instance, the Special Voting Share was solely issued by the Company to the Agent for administrative purposes.

Besides the singular Special Voting Share that was issued to the Agent, the Company did not issue any other shares of preferred stock in 2021 and does not having any other preferred stock outstanding. Although the instrument appears to be equity in legal form, the Company concluded, through its analysis below, that in substance, the Special Voting Share does not represent an equity instrument or a substantive class of equity. This practice is consistent with the financial reporting of other registrants that have implemented an Exchangeable Share framework that includes the designation of a Special Voting Share.

The following summarizes key terms of the Special Voting Share pursuant to the Company’s “Certificate of Designation of Preferences, Rights and Limitations of Series A Special Voting Preferred Stock” (the “Certificate”) filed with the Secretary of State of the State of Delaware on December 15, 2021 in accordance with the terms of the Arrangement Agreement:

•

Number of shares designated is one (1) with a par value of $0.01 per share.

•

Dividends: The holder of the Special Voting Share shall not be entitled to receive any dividends declared and paid by the Company.

•

Voting Rights: The holder of the Special Voting Share shall not be entitled to vote on any matter required or permitted to be voted upon by the stockholders of the Company, except as otherwise required under applicable law or with respect to

United States securities and exchange commission logo
September 20, 2022
James Sullivan
Chief Financial Officer
Peraso Inc.
2309 Bering Drive
San Jose, CA 95131
Re:Peraso Inc.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 31, 2022
File No. 000-32929
Dear Mr. Sullivan:
            We have reviewed your August 17, 2022 response to our comment letter and have the
following additional comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 28, 2022 letter.
Form 10-K for the Fiscal Year ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 31
1.We note that in response to prior comment 5 you explain that higher revenues in 2022 are
attributable to increases in memory product sales and mmWave module sales.

We also see that you provided disclosure on page 30 of your recent interim report of the
reasons for higher revenue and cost of net revenue, attributing the changes to increased
volume shipments of your LineSpeed and Bandwidth Engine IC and mmWave module
products. You also explain that your module products have higher cost of goods sold per
unit, and generate lower gross profit margins, than your IC products.

 FirstName LastNameJames Sullivan
 Comapany NamePeraso Inc.
 September 20, 2022 Page 2
 FirstName LastNameJames Sullivan
Peraso Inc.
September 20, 2022
Page 2
Please address changes in revenues with reference to both quantities and prices of the
products sold, as previously requested, to comply with Item 303(b)(2) of Regulation S-K.
In other words, include volumetric measures of sales for the differing product types for
each period, and clarify the extent to which changes in revenues resulted from changes in
prices, as opposed to changes in volumes sold.  We reissue prior comment 5.
Controls and Procedures, page 35
2.We understand from your response to prior comment 6 that you continue to
believe your disclosure controls and procedures and internal control over financial
reporting have been appropriately assessed as effective at December 31, 2021.

Tell us how you considered the accounting and disclosure requirements applicable to
minority interests and participating interests, as referenced in other comments in this
letter, in formulating your view.  We reissue prior comment 6.
Financial Statements
Note 2 - Business Combination
Securities Conversion, page 75
3.We note that in response to prior comment 9 you revised your balance sheet when filing
your second quarter interim report to include the Series A Special Voting Preferred Stock,
although you continue to exclude the instrument from your Statements of Stockholders'
Equity (Deficit) on page 5 of that report; and have not identified any accounting literature
to support your combined equity presentation.

Rules 3-04, 5-02.29, 5-02.31, and 5-03.19 of Regulation S-X prescribe distinct reporting
requirements for common stock and non-controlling interests in the Statements of
Changes in Stockholders' Equity, the Balance Sheets and Statements of Operations.

There are also specific requirements in FASB ASC 810-10-45-16, as to the balance sheet
presentation for non-controlling interests; FASB ASC 810-10-45-20 and 21, as to the
allocation of earnings and losses between a parent and non-controlling interests; FASB
ASC 260-10-45-11A, regarding non-controlling interests in EPS computations; and FASB
ASC 260-10-45-60A, 65, 66 and 68, and FASB ASC 260-10-55-25, regarding the two-
class method for participating securities in EPS computations.

Unless you are able to show how you are not subject to these requirements, it appears that
you would need to restate your financial statements to comply with the applicable sections
of the aforementioned guidance. However, please consider how economic interests are
conveyed to holders of the exchangeable shares in distinguishing between non-controlling
interests and participating securities in your application of this guidance, particularly as it
relates to allocations of earnings and losses for each period.

 FirstName LastNameJames Sullivan
 Comapany NamePeraso Inc.
 September 20, 2022 Page 3
 FirstName LastNameJames Sullivan
Peraso Inc.
September 20, 2022
Page 3
Tell us how you have considered the configuration of entities within the consolidated
entity, including any rights that attach to the exchangeable shares in operations of the
subsidiary, apart from those of the parent, in formulating your view.

Please address all of the guidance cited above and submit any revisions that you believe
will be necessary to include in amendments to your annual and interim reports to conform
to generally accepted accounting principles and SEC reporting requirements.
4.We note that in response to prior comment 9, you explain that your subsidiary 2864555
Ontario Inc. (Canco), the issuer of the exchangeable shares, "has not engaged in any
material operations and has no other material assets or liabilities of any kind [and
that] Canco is, for all intents and purposes, a shell company."

However, on page 10 of your September 30, 2021 interim report, you reported that "Under
the Agreement, the Company, indirectly through Canco, is to acquire all of the issued and
outstanding common shares of Peraso," and we see that the Arrangement Agreement at
Exhibit 2.1 similarly states, in referring to Mosys, Inc., that "RTO Acquiror will,
indirectly through Canco, acquire all of the Peraso Shares in exchange for the
Consideration...."  Section 2.2(d) and (e) of Article 2 in Schedule A - Plan of Arrangement
at Exhibit 2.2 also clearly identify Canco as the recipient of the Peraso shares.

Please reconcile your response with these observations and explain to us how Canco has
remained a shell company, after receiving the shares of Peraso Technologies, Inc., if this
is your view.  Provide us with an organizational chart that depicts all of the entities
involved in your reverse merger immediately following the transaction, and if there have
been subsequent changes, also submit an organizational chart that depicts those changes
along with a description of, and an explanation for, the intervening events.
5.We note that the Arrangement Agreement at Exhibit 2.1, including Schedule A - Plan of
Arrangement provides, pursuant to Sections 5.1, 5.2, and 5.3, regarding the Liquidation
Call Right, Redemption Call Right, and Change of Law Call Right, one of two possible
mechanisms for settlement, where the counterparty would be either 2864552 Ontario Inc.
(Callco) or MoSys, Inc. (RTO Acquiror, subsequently known as Peraso, Inc.).

We also note that Appendix I to Schedule A - Plan of Arrangement provides, pursuant to
Sections 5, 6 and 7, regarding the Distribution on Liquidation, Retraction of Exchangeable
Shares by Holder, and Redemption of Exchangeable Shares by Canco, one of
three possible mechanisms for settlement, where the counterparty would be either
2864555 Ontario Inc. (Canco), Callco or RTO Acquiror.

The Liquidation Call Purchase Price, Redemption Call Purchase Price, and Change of
Law Call Purchase Price prescribed in the Plan of Arrangement; and the Liquidation
Amount, Retraction Price, and Redemption Price prescribed in Appendix I; all appear be
calculated and settled in a similar manner, i.e. based on the current market price of an
RTO Acquiror Share on the last business day prior to the relevant provision date, plus the

 FirstName LastNameJames Sullivan
 Comapany NamePeraso Inc.
 September 20, 2022 Page 4
 FirstName LastName
James Sullivan
Peraso Inc.
September 20, 2022
Page 4
Dividend Amount, and by delivering or causing to be delivered to the holder of the
exchangeable share one RTO Acquiror Share plus any Dividend Amount.

Please expand your disclosure to include a summary of the various circumstances under
which exchange, settlement or redemption may occur, rationale for having options in
deciding which counterparty would be involved in an exchange, the criteria that would
govern the selection of the counterparty, quantification of tax liabilities assumed on behalf
of the former shareholders who elected to receive exchangeable shares, the manner by
which such tax positions are reflected in your financial statements, and a description of the
mechanisms by which your subsidiaries would either have or obtain parent company
shares to settle an exchange to comply with FASB ASC 505-10-50-3.

Please also include a description of any circumstances under which the exchangeable
shares could be redeemed for cash pursuant to these or any other provisions of, or related
to, the Arrangement Agreement, or a statement to clarify if there are none. If there are
such circumstances, tell us the specific provisions that would accommodate this manner of
settlement and explain how you have assessed them from an accounting standpoint.

            You may contact Jenifer Gallagher, Staff Accountant at (202) 551-3706 or Karl Hiller,
Branch Chief at (202) 551-3686 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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Peraso Inc.

2309 Bering Drive

San Jose, CA 95131

VIA EDGAR

August 17, 2022

U.S. Securities & Exchange Commission
Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn:  Jenifer Gallagher

 Karl Hiller

Re: Peraso Inc.

       Form 10-K for the Fiscal Year Ended December 31, 2021

       Filed March 31, 2022

       File No. 000-32929

Ladies and Gentlemen:

Peraso Inc. (the “Company,” “we,” “our” or “us”) hereby transmits our response to the comment letter received from the staff (the “Staff,” “you” or “your”) of the U.S. Securities and Exchange Commission (the “Commission”), on July 28, 2022, regarding the Annual Report on Form 10-K filed with the Commission on March 31, 2022. In response to the Staff’s comment, the Company is submitting via EDGAR this response letter. For your convenience, we have repeated below your comment in bold, and have followed it with our response.

Form 10-K for the Fiscal Year ended December 31, 2021 General

1.The comments in this letter reference disclosures and accounting observed in your annual report although also apply to any corresponding matters in your subsequent interim report. Please submit the revisions that you propose to address the concerns outlined in these comments in amendments to the annual and subsequent interim reports.

Response:  As we explain and propose in our other Responses, we intend to clarify and expand our disclosures in future filings in order to fully address the Staff’s concerns. We do not believe that our proposed revisions rise to the level of requiring amendments to the annual and subsequent interim report.

Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of

Equity Securities, page 26

2.Please revise your filing to include the information prescribed by Item 701 of Regulation S-K as to the preferred securities issued in connection with your reverse merger.

Response:  The Company acknowledges the Staff’s comment, however, it does not believe that the issuance of the one share of the Series A Special Voting Preferred Stock (the “Special Voting Share”) was a sale and, therefore, Item 701 of Regulation S-K is not applicable.

Specifically, at the closing of the business combination (the “Transaction”), the Company issued one Special Voting Share to Kingsdale Advisors LP (the “Agent”), as the holder of record, as agent for and on behalf of, and for the use and benefit of, the registered holders from time to time of the Exchangeable Shares. The Exchangeable Shares, which have economic rights that are, as nearly as practicable, equivalent to those of common stock, were only issued to certain Canadian stockholders of Peraso Technologies, Inc. to take advantage of a full or partial tax deferral available under the Income Tax Act (Canada). The Special Voting Share was only issued at closing to enable the holders that received Exchangeable Shares for tax purposes to cast votes, through instructions provided to the Agent, on matters for which holders of shares of common stock of the Company are entitled to vote on a one-for-one basis. The Agent may not vote on such matters if it does not receive voting instructions from any holders of the Exchangeable Shares. As the Special Voting Share was solely created to serve as the means for the holders of Exchangeable Shares to vote, the holder of the Special Voting Share is not entitled to any other rights, including the rights to (i) receive dividends, (ii) exchange the Special Voting Share for shares of any other class of capital stock of the Company, and (iii) receive any assets of the Company available for distribution to its stockholders upon any liquidation, dissolution or winding up of the Company.  In this instance, the Special Voting Share was solely issued by the Company to the Agent for administrative purposes. Accordingly, the Company believes that the issuance of the Special Voting Share does not trigger any disclosure under Item 701 of Regulation S-K.

Management's Discussion and Analysis of Financial Condition and Results of Operations Overview, page 27

3.We note that your disclosures on pages 20 and 28 mention the possibility that operations of your key suppliers and manufacturing partners may be adversely affected as a result of the pandemic and of shortages in the global semiconductor business. Please clarify whether these concerns materially effect your outlook or business goals, and disclose the extent to which your results of operations and capital resources have been impacted.

Please also discuss any efforts that you have undertaken to mitigate these concerns and any uncertainties arising from those efforts or which otherwise prevail over your ability to maintain or ensure product quality, reliability of product development and order fulfillment processes, or to obtain regulatory approvals.

Response: To date, we have experienced longer lead times and price increases from suppliers and manufacturing partners. In addition, we have at times experienced limited availability of components from suppliers impacted by COVID-19 lockdowns in China. In recent quarters, this has impacted our

2

ability to complete production of our products on a limited basis (e.g., delaying shipments a few weeks), so the impacts have not been material. We have been able to satisfy substantially all orders on our backlog by customers’ requested order dates. In some cases, our customers have pushed out order delivery dates within lead times, but we are unable to determine whether these push outs are due to the customers’ business requirements or by the customers’ inability to obtain components from other suppliers, thereby delaying the need for our products.

We have addressed the longer lead times by placing purchase orders, in particular for substrates used to produce our integrated circuits and critical 3rd party components for our modules, further into the future. In addition, we have increased the order lead times for our customers to ensure we have better visibility and can satisfy their production requirements.  We have also increased prices on certain of our products to mitigate the impacts of cost increases from our suppliers. As we are a small company with limited revenues, to date, the issues with the global semiconductor supply chain have not materially affected our results of operations, and, currently, are not expected to impact our results in coming quarters. We state in our MD&A disclosure that: “… we believe that our operations personnel are currently in a position to meet expected customer demand levels in the coming quarters.” As we operate as a fabless semiconductor company and the majority of our production is outsourced, our capital resources have not been impacted.

As a relatively small company compared to other larger, well capitalized semiconductor companies, our efforts to mitigate the global supply chain issues have been limited. At our current size and scale, it is challenging to utilize multiple suppliers for the same manufacturing supplies and services. A majority of vendors in the semiconductor global supply chain have experienced capacity limitations, and, often, they are unwilling to assume new customer relationships due to capacity concerns and or low volume, relative to other larger customers. As noted above, we have primarily addressed these challenges by placing purchase orders with our suppliers with the required longer lead times; fortunately, our suppliers do not invoice us for these orders until the materials are delivered to us. We have also identified second and third sources for certain components used in our module products. We do not rely significantly on outside vendors to manage and perform product quality, product development, or our order fulfillment activities for us. Accordingly, we have not experienced any issues with regard to our ability to maintain or ensure product quality, reliability of our product development, and our order fulfillment processes.  Our products generally do not require us to obtain regulatory approvals.

In future filings, we will modify our MD&A disclosures to address whether the impacts materially affect our outlook or business goals, and disclose the extent to which our results of operations and capital resources have been impacted.

Results of Operations, page 31

4.Please expand your disclosure to address any known trends, events or uncertainties that have had, or that are reasonably likely to have, a material impact on your cash flows, liquidity, capital resources, cash requirements, financial position, or results of operations, as may be attributable to the supply chain and inflation risks that you mention on pages 19 and 20, including risks arising from your dependence on contract manufacturers, independent foundries, and testing and assembly vendors.

3

Please clarify the extent to which your revenues and cost of revenues have been or are expected to be impacted by supply chain disruption and inflation, and discuss any plans that you have to respond to or counter any adverse circumstances.

Response:

To date, we have not experienced a material impact on our cash flows, liquidity, capital resources, cash requirements, financial position, or results of operations, attributable to the global supply chain disruption and inflation. As noted above, as a small company, our revenues and cost of revenues have not been materially impacted. We have experienced increased prices from our suppliers, and, for certain products, we have increased prices to our customers to mitigate the impacts, although to date in 2022 the impacts of these price increases have been minimal. We currently have not identified any current impacts of the supply chain disruption and inflation that will affect our future results, and it is difficult to differentiate whether higher prices are due to supply chain disruption, inflation or a mix of both.

5.We note your disclosure indicating the increase in revenues is attributable to an increase in product shipments and that you have a similar explanation in your subsequent interim report though also associate the change to differences in the availability of your memory IC and mmWave module products, comparing one period to the other.

Please expand your discussion and analysis to address changes in revenues with reference to both quantities and prices of the various products sold to comply with Item 303(b)(2) of Regulation S-K. Please quantify and discuss the reasons for material changes in the volumes of product sales and changes in product pricing.

Response: The increase in product revenues for 2021 compared with 2020 was primarily due to growth in our mmWave business. We commenced selling module products in the second half of 2021, and this was a significant growth driver. The business combination with Peraso Technologies was completed on December 17, 2021, and, as a result, we recorded an immaterial amount of memory product sales in 2021.  The increase in product sales for the first quarter of 2022 was attributable to a full quarter of memory product sales compared with no memory product sales in the prior year quarter combined with an increase in sales of mmWave modules during 2022.  While we have implemented price increases on certain of our mmWave module products in the first half of 2022, to date, the impacts of those price increases have not been significant.  In addition, while we have experienced price increases from certain of our suppliers in 2022, the impacts have not had a material impact on our cost of revenues. We will expand our disclosure to clearly explain the increases in revenue and contributions from our respective products.

Controls and Procedures, page 35

6.We note that you evaluated the effectiveness of disclosure controls and procedures and internal control over financial reporting, and concluded that these were both effective; and that you reached a similar conclusion about disclosure controls and procedures in your subsequent interim report. Given the nature of concerns raised in the other comments in this letter, please revisit these assessments when formulating your response.

4

Response: While we agree that the Staff’s comments have uncovered areas where we should expand our disclosures in future filings, we maintain our conclusion that both our disclosure controls and procedures and internal control over financial reporting are effective. Further, with respect to our internal control over financial reporting, we do not believe that the Staff’s concerns and our proposed revisions indicate the presence of material weaknesses in such internal controls.

Financial Statements

Consolidated Statements of Operations, page 63

7.We note your disclosure on page 25 of your subsequent interim report indicating that you are reporting some amortization of your intangible assets as research and development expense in the Statements of Operations. We also see that you have disclosures on pages 9, 29 and 70 of the annual report indicating that your intangible assets include patents, developed technology, and customer relationships.

Please expand your accounting policy disclosures regarding Cost of Net Revenues and Research and Development on pages 72 and 73 to describe the nature of the intangible assets that are subject to amortization and to clarify how you differentiate between intangible assets that are associated with customers or products sold, from those that are not, in determining an appropriate classification for amortization.

Tell us the extent to which amortization of your intangible assets has been reported in each of these line items for each period covered by your annual and subsequent interim reports, and if amortization relating to customer lists or products sold has not been reported as a component of Cost of Net Revenues, explain your rationale and provide us with your view on materiality along with any supporting analyses that you prepared.

We generally believe that measures of gross profit should reflect all costs that are attributable to the generation of revenues to comply with GAAP.

Response: We acknowledge the Staff’s comments and perspective on the classification of amortization of intangible assets in our statements of operations. We had not identified any specific financial reporting requirements to include amortization of acquired intangible assets within specific line items, such as cost of goods sold. However, we recognize the Staff’s position with regard to ensuring that cost of goods sold includes all appropriate costs. Substantially all of our intangible assets arose from our business combination with Peraso Technologies Inc., which was completed in December 2021 (the Arrangement). After further review of  the components of these purchased intangible assets and in consideration of the Staff’s comments, we have determined that it would be a more appropriate matching to record the amortization of the developed technology asset to cost of goods sold (COGS) and the customer relationships asset to selling, general and administrative expenses (SG&A).

The developed technology intangible asset relates to the products of the Company, which was the accounting acquiree, that had reached technological feasibility and primarily relate to its memory semiconductor products and technology. The Company had ceased substantial development of these products and was not developing new memory products at the time of the Arrangement. Accordingly, we

5

agree with the rationale that it would be a more appropriate matching to record the amortization of the developed technology asset to the COGS line in our statements of operations.

The customer relationships intangible asset relates to the Company's ability to sell existing and future versions of products to the Company’s customers existing at the time of the Arrangement. A

United States securities and exchange commission logo
July 28, 2022
James Sullivan
Chief Financial Officer
Peraso Inc.
2309 Bering Drive
San Jose, CA 95131
Re:Peraso Inc.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 31, 2022
File No. 000-32929
Dear Mr. Sullivan:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2021
General
1.The comments in this letter reference disclosures and accounting observed in your annual
report although also apply to any corresponding matters in your subsequent interim
report.  Please submit the revisions that you propose to address the concerns outlined in
these comments in amendments to the annual and subsequent interim reports.
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities, page 26
2.Please revise your filing to include the information prescribed by Item 701 of Regulation
S-K as to the preferred securities issued in connection with your reverse merger.

 FirstName LastNameJames Sullivan
 Comapany NamePeraso Inc.
 July 28, 2022 Page 2
 FirstName LastNameJames Sullivan
Peraso Inc.
July 28, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 27
3.We note that your disclosures on pages 20 and 28 mention the possibility that operations
of your key suppliers and manufacturing partners may be adversely affected as a result of
the pandemic and of shortages in the global semiconductor business. Please clarify
whether these concerns materially effect your outlook or business goals, and disclose the
extent to which your results of operations and capital resources have been impacted.

Please also discuss any efforts that you have undertaken to mitigate these concerns and
any uncertainties arising from those efforts or which otherwise prevail over your ability to
maintain or ensure product quality, reliability of product development and order
fulfillment processes, or to obtain regulatory approvals.
Results of Operations, page 31
4.Please expand your disclosure to address any known trends, events or uncertainties that
have had, or that are reasonably likely to have, a material impact on your cash flows,
liquidity, capital resources, cash requirements, financial position, or results of operations,
as may be attributable to the supply chain and inflation risks that you mention on pages 19
and 20, including risks arising from your dependence on contract manufacturers,
independent foundries, and testing and assembly vendors.

Please clarify the extent to which your revenues and cost of revenues have been or are
expected to be impacted by supply chain disruption and inflation, and discuss any plans
that you have to respond to or counter any adverse circumstances.
5.We note your disclosure indicating the increase in revenues is attributable to an increase
in product shipments and that you have a similar explanation in your subsequent interim
report though also associate the change to differences in the availability of your memory
IC and mmWave module products, comparing one period to the other.

Please expand your discussion and analysis to address changes in revenues with reference
to both quantities and prices of the various products sold to comply with Item 303(b)(2) of
Regulation S-K.  Please quantify and discuss the reasons for material changes in the
volumes of product sales and changes in product pricing.
Controls and Procedures, page 35
6.We note that you evaluated the effectiveness of disclosure controls and procedures and
internal control over financial reporting, and concluded that these were both effective; and
that you reached a similar conclusion about disclosure controls and procedures in your
subsequent interim report.  Given the nature of concerns raised in the other comments in
this letter, please revisit these assessments when formulating your response.

 FirstName LastNameJames Sullivan
 Comapany NamePeraso Inc.
 July 28, 2022 Page 3
 FirstName LastNameJames Sullivan
Peraso Inc.
July 28, 2022
Page 3
Financial Statements
Consolidated Statements of Operations, page 63
7.We note your disclosure on page 25 of your subsequent interim report indicating that you
are reporting some amortization of your intangible assets as research and development
expense in the Statements of Operations. We also see that you have disclosures on pages
9, 29 and 70 of the annual report indicating that your intangible assets include patents,
developed technology, and customer relationships.

Please expand your accounting policy disclosures regarding Cost of Net Revenues and
Research and Development on pages 72 and 73 to describe the nature of the intangible
assets that are subject to amortization and to clarify how you differentiate between
intangible assets that are associated with customers or products sold, from those that are
not, in determining an appropriate classification for amortization.

Tell us the extent to which amortization of your intangible assets has been reported in
each of these line items for each period covered by your annual and subsequent interim
reports, and if amortization relating to customer lists or products sold has not been
reported as a component of Cost of Net Revenues, explain your rationale and provide us
with your view on materiality along with any supporting analyses that you prepared.

We generally believe that measures of gross profit should reflect all costs that are
attributable to the generation of revenues to comply with GAAP.
Note 2 - Business Combination
Arrangement, page 74
8.Please expand your disclosures to more clearly identify and describe the businesses of
both the accounting acquirer and the accounting acquiree, and to describe the primary
reasons for the business combination to comply with FASB ASC 805-10-50.

Please also describe the inputs utilized in valuing the equity consideration to include
any quoted market prices and dates of reference.
Securities Conversion, page 75
9.We understand that shareholders of Peraso Technologies Inc., prior to the reverse merger
on December 17, 2021, arranged to receive 9,295,097 shares of a subsidiary of MoSys,
Inc., named 2864555 Ontario Inc. (a/k/a/ Canco), and 3,558,151 common shares
of MoSys, Inc. (subsequently renamed Peraso, Inc.), and that some of these shares would
be placed in escrow generally for at least one year and possibly for up to three years.

You indicate that shares of Canco may be exchanged for shares of MoSys, Inc. and that
shares of Series A Special Voting Preferred Stock would be issued to the former
shareholders of Peraso Technologies Inc. who have opted to receive the Canco shares in

 FirstName LastNameJames Sullivan
 Comapany NamePeraso Inc.
 July 28, 2022 Page 4
 FirstName LastName
James Sullivan
Peraso Inc.
July 28, 2022
Page 4
order to convey voting and dividend rights equivalent to those that would be held if the
recipients elected to exchange their Canco shares for your common shares.

However, you do not report any outstanding preferred shares in your Balance Sheet on
page 62, or in your Statements of Stockholders' Equity on page 64; and your disclosure on
page 75 indicates that you are reporting the shares of Canco as if they were shares of your
common stock, reasoning that they are similar in substance, possibly when coupled
with the rights conveyed via the Series A preferred shares.

Based on these observations, unless you are able to identify authoritative support for your
accounting presentation, it appears that you will need to revise your financial statements
and related disclosures to reflect the actual number of common and preferred shares that
were issued by the parent company in conjunction with the reverse merger, including the
recasting of equity activity pursuant to FASB ASC 805-40-45-2(d).  Your revisions
should also serve to address the following points.

•Clarify the manner by which the exchange rights of the Canco shares are coupled
with the voting and dividend rights of the Series A preferred shares.

•Explain how conversion or exchange of the Canco shares would be correlated with
any cancellation or relinquishment of Series A preferred shares.

•Reveal the nature and extent of any assets and operations of Canco, along with the
percentage of the minority ownership of Canco.
Measuring the Consideration Transferred, page 77
10.Please expand your disclosure concerning the acquired intangible assets to provide the
information prescribed by FASB ASC 350-30-50-1 and 50-2.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Jenifer Gallagher, Staff Accountant at (202) 551-3706 or Karl Hiller,
Branch Chief at (202) 551-3686 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
January 14, 2022
James Sullivan
Chief Financial Officer
Peraso Inc.
2309 Bering Drive
San Jose, CA 95131
Re:Peraso Inc.
Registration Statement on Form S-3
Filed January 7, 2022
File No. 333-262061
Dear Mr. Sullivan:
            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 Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Blake Baron

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mosy-corresp.htm

January 14, 2022

U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

RE:Peraso Inc.

Registration Statement on Form S-3

Filed January 7, 2022

File No. 333-262061

Acceleration Request

Requested Date: Thursday, January 20, 2022

Requested Time: 12:00 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-262061) (the “Registration Statement”) to become effective on Thursday, January 20, 2022 at 12:00 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel, Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff.

Once the Registration Statement has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

Very truly yours,

Peraso Inc.

By:

/s/ James Sullivan

James Sullivan

Chief Financial Officer

Peraso Inc. 2309 Bering Drive, San Jose, CA  95131  Tel: 408.418.7500

CORRESP
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mosy-corresp.htm

August 5, 2021

U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

RE:

MoSys, Inc.

Registration Statement on Form S-3

Filed August 2, 2021

File No. 333-258386

Acceleration Request

Requested Date: Monday, August 9, 2021

Requested Time: 10:00 a.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-258386) (the “Registration Statement”) to become effective on Monday, August 9, 2021 at 10:00 a.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel, Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff.

Once the Registration Statement has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

Very Truly Yours,

MoSys, Inc.

By:   /s/ James W Sullivan

Name:  James W. Sullivan

Title: Vice President of Finance and Chief Financial Officer

MoSys, Inc. 2309 Bering Drive, San Jose, CA  95054  Tel: 408.418.7500  www.mosys.com

United States securities and exchange commission logo
August 4, 2021
Daniel Lewis
Chief Executive Officer and President
MoSys, Inc.
2309 Bering Drive
San Jose, CA 95131
Re:MoSys, Inc.
Registration Statement on Form S-3
Filed August 2, 2021
File No. 333-258386
Dear Mr. Lewis:
            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 Jennifer Angelini at 202-551-3047 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Blake Baron

United States securities and exchange commission logo
November 30, 2020
James W. Sullivan
Chief Financial Officer
MoSys, Inc.
2309 Bering Drive
San Jose, CA 95131
Re:MoSys, Inc.
Registration Statement on Form S-3
File No. 333-250936
Filed November 24, 2020
Dear Mr. Sullivan:
            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 Erin Purnell at 202-551-3454 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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mosy-corresp.htm

November 30, 2020

U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street NE
Washington, DC  20549
Attn: Erin Purnell

Re:

MoSys, Inc.
Form S-3
File No. 333-250936

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, MoSys, Inc. (the “Registrant”) hereby requests that the effective date for the above-referenced Registration Statement on Form S-3 be accelerated so that it will be declared effective at 4:30 p.m., Eastern Standard Time, on Thursday, December 3, 2020, or as soon thereafter as practicable.

Very Truly Yours,

MoSys, Inc.

By:   /s/ James W Sullivan

Name:  James W. Sullivan

Title: Vice President of Finance and Chief Financial Officer

CORRESP
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CORRESP

 September 27, 2018

U.S. Securities and Exchange Commission

 Division of Corporate
Finance

 100 F Street NE

 Washington, DC 20549

Attn: Caleb French

Re:
 MoSys, Inc.

 Form S-1

 File No. 333-225193

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, MoSys, Inc. (the “Registrant”) hereby requests that the effective date for the above-referenced Registration Statement on Form S-1 be
accelerated so that it will be declared effective at 4:30 p.m., Eastern Daylight Time, on Monday, October 1, 2018, or as soon thereafter as practicable.

 Very Truly Yours,

MoSys, Inc.

By:

 /s/ James W. Sullivan

Name:

James W. Sullivan

Title:

Vice President of Finance and Chief Financial Officer

MoSys, Inc.  •  2309 Bering Drive, San Jose, CA 95054  •  Tel:
408.418.7500  •  www.mosys.com

CORRESP
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CORRESP

 September 25, 2018

U.S. Securities and Exchange Commission

 Division of Corporate
Finance

 100 F Street NE

 Washington, DC 20549

Attn: Caleb French

Re:
 MoSys, Inc.
 Form S-1
 File No. 333-225193

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, MoSys, Inc. (the “Registrant”) hereby requests that the effective date for the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared
effective at 4:30 p.m., Eastern Daylight Time, on Thursday, September 27, 2018, or as soon as thereafter as practicable.

Very Truly Yours,

MoSys, Inc.

By:

 /s/ James W. Sullivan

Name:

James W. Sullivan

Title:

Vice President of Finance and

Chief Financial Officer

MoSys, Inc.

 2309 Bering Drive, San Jose, CA 95054

 Tel: 408.418.7500

 www.mosys.com

Mail Stop 3030
June 1, 2018

Via E -mail
Leonard Perham
Chief Executive Officer and President
MoSys, Inc.
2309 Bering Drive
San Jose, CA 95131

Re: MoSys, Inc.
  Registration Statement on Form S-1
Filed  May 24, 2018
  File No.  333-225193

Dear Mr. Perham :

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 Caleb French  at (202) 551 -6947  with any questions.

Sincerely,

 /s/ Caleb French for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Alan B. Kalin, Esq.
 Pillsbury Winthrop Shaw Pittman LLP

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			mosy_Current_Folio_CORRESP

			February 1, 2018

			U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street NE
Washington, DC 20549
Attn: Timothy Buchmiller

						Re:

						MoSys, Inc.

						Form S‑1

						File No. 333‑222417

			Ladies and Gentlemen:

			Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, MoSys, Inc. (the “Registrant”) hereby requests that the effective date for the above-referenced Registration Statement on Form S‑1 be accelerated so that it will be declared effective at 5:00 p.m., Eastern Daylight Time, on Friday, February 2, 2018, or as soon as thereafter as practicable.

			The Registrant acknowledges that (1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

						Very Truly Yours,

						MoSys, Inc.

						By:

						/s/ James W. Sullivan

						Name:

						James W. Sullivan

						Title:

						Vice President of Finance and

						Chief Financial Officer

			MoSys, Inc. 2309 Bering Drive,  San Jose, CA  95131  Tel: 408.418.7500 Fax: 408.418-7501  www.mosys.com

CORRESP
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			mosy_CORRESP

			[MoSys, Inc. Letterhead]

			October 25, 2017

			U.S. Securities and Exchange Commission

			Division of Corporate Finance

			100 F Street NE

			Washington, DC  20549

			Attn: Timothy Buchmiller

			Re:       MoSys, Inc.

			Form S-3

			File No. 333-221011

			Ladies and Gentlemen:

			Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, MoSys, Inc. (the “Registrant”) hereby requests that the effective date for the above-referenced Registration Statement on Form S-3 be accelerated so that it will be declared effective at 5:00 p.m., Eastern Daylight Time, on Thursday,  October 26, 2017, or as soon as thereafter as practicable.

			The Registrant acknowledges that (1) should the Securities and Exchange Commission (the “Commission”) or the taff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

						Very Truly Yours,

						MoSys, Inc.

						By:

						    /s/ James W. Sullivan

						Name:

						James W. Sullivan

						Title:

						Vice President of Finance and

						Chief Financial Officer

Mail Stop 3030
October 24, 2017

Leonard Perham
Chief Executive Officer and President
MoSys, Inc.
3301 Olcott Street
Santa Clara, CA 95054

Re: MoSys , Inc.
  Registration Statement on Form S-3
Filed  October 19, 2017
  File No.  333-221011

Dear  Mr. Perham :

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 Tim Buchmiller  at (202) 551 -3635  with any questions.

Sincerely,

/s/ Tim Buchmiller  for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Alan B. Kalin, Esq.
Pillsbury Winthrop Shaw Pittman LLP

Mail Stop 3030
January 29, 2016

Via E -mail
Leonard Perham
President and Chief Executive Officer
MoSys, Inc.
3301 Olcott Street
Santa Clara, CA 95054

Re: MoSys, Inc.
Form 10 -K for Fiscal Year Ended December 31, 2014
Filed March 13, 2015
File No. 000-32929

Dear Mr. Perham:

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 the Commission from taking
any action with respect 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 u rge 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/ Amanda Ravitz

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Alan B. Kalin

CORRESP
1
filename1.htm

January 14, 2016

Ms. Amanda Ravitz

Assistant Director

Office of Electronics and Machinery

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: MoSys, Inc.

Form 10-K for the year ended December 31, 2014

Filed March 13, 2015

Form 10-Q for the quarter ended March 31, 2015

Filed May 11, 2015

File No. 000-32929

Dear Ms. Ravitz:

MoSys, Inc. (“we” or the “Company”) submits this letter in response to the comments from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”), which were set forth in your letter dated December 31, 2015 (the “Letter”) regarding the above referenced documents.

Form 10-Q for Fiscal Quarter Ended March 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 16

Results of Operations, page 17

1.              We note that product revenue decreased due to a lower volume of integrated circuit shipments. In future filings, please discuss any unusual or infrequent events that individually had a material impact on your results. We note for example, statements made in your earnings call suggesting that a customer in Japan may have discontinued its orders. Please refer to Item 303(a)(3)(i) of Regulation S-K.

In future filings, we will discuss any unusual or infrequent events or transactions or any significant economic changes that materially affected the amount of reported income from continuing operations, and, in each case, will indicate the extent to which income was so affected, as required by Item 303(a)(3)(i) of Regulation S-K.

In connection with responding to the Staff’s comments, MoSys, Inc. acknowledges that:

·                  The Company is responsible for the adequacy and accuracy of the disclosures in its filings;

·                  Staff comments or changes to disclosures in response to Staff comments do not foreclose the Securities and Exchange 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 Securities and Exchange Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/   James W. Sullivan

James   W. Sullivan

Chief   Financial Officer

MoSys, Inc.

1

Mail Stop 3030
December 31 , 2015

Via E -mail
Leonard Perham
President and Chief Executive Officer
MoSys, Inc.
3301 Olcott Street
Santa Clara, CA 95054

Re: MoSys, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
 Filed March 13, 2015
 Form 10 -Q for Fiscal Quarter Ended March 31, 2015
Filed May 11, 2015
File No. 000 -32929

Dear Mr. Perham :

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

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

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

Form 10 -Q for Fiscal Quarter Ended March 31, 2015

Managem ent’s Discussion and Analysis of Financial Condition and Results of Operations, page
16

Results of Operations, page 17

1.  We note that product revenue decreased due to a lower volume of integrated circuit
shipments.  In future filings, please discuss an y unusual or infrequent events that
individually had a material impact on your results.  We note for example, statements
made in your earnings call suggesting that a customer in Japan may have discontinued its
orders.  Please refer to Item 303(a)(3)(i) of Regulation S -K.

Leonard Perham
MoSys, Inc.
December 31 , 2015
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 foreclose
the Commission from  taking any action with respect to the filing; and

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

Please contact Caleb French  at (202) 551 -6947  or me at (202) 551 -3528  with any
questions.

Sincerely,

 /s/ Amanda Ravitz

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Alan B. Kalin

February 16, 2011
  Mr. James W. Sullivan Chief Financial Officer Mosys, Inc.
3301 Olcott Street
Santa Clara, California 95054
 Re: Mosys, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed March 26, 2010 Form 10-Q for the Period Ended September 30, 2010 Filed November 3, 2010 File No.  000-32929
Dear Mr. Sullivan:

We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

Jeff Jaramillo Accounting Branch Chief

CORRESP
1
filename1.htm

January 31, 2011

Mr. Jeff Jaramillo

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Mosys, Inc.

Form 10-K for the year ended December 31, 2009

Filed March 26, 2010

Form 10-Q for the quarter ended September 30, 2010

Filed November 3, 2010

File No. 000-32929

Dear Mr. Jaramillo:

MoSys, Inc. (“we” or the “Company”) submits this letter in response to the comments from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”), which were set forth in your letter dated December 30, 2010 (the “Letter”) regarding the above referenced documents.

Form 10-K for the Year Ended December 31, 2009

Financial Statements, page 49

Note 1. The Company and Summary of Significant Accounting Policies, page 55

Revenue Recognition, page 58

1.              We note from your disclosure that for license agreements that do not require significant development, modification, or customization, revenues are generally recognized when the revenue recognition criteria have been met.  Please revise future filings to clearly explain when in the sales process you have met the recognition criteria and recognized the related revenues.  Please provide us with your proposed future disclosure.  Also, tell us why you use the word “generally” in the aforementioned disclosure.  If you recognize revenue other than when the revenue recognition criteria have been met, please describe those circumstances and your rationale for using such an accounting policy.

For stand-alone license agreements or license deliverables in multi-element arrangements that do not require significant development, modification or customization (“Standard Licenses”), we recognize revenue when all of the revenue recognition criteria are met.  For Standard Licenses, the final revenue criterion that is met and triggers revenue recognition is typically “delivery.”  There have been instances when revenue has not been recognized for a Standard License upon delivery. In those cases, one of the other revenue recognition criteria (e.g., collectibility was not reasonably assured) had not been met, so revenue recognition would be delayed until that criterion had been met.  We will remove the term “generally” from our revenue recognition accounting policy included in future filings.

Our proposed future revenue recognition disclosure relating to Standard Licenses will be:

For stand-alone license agreements or license deliverables in multi-element arrangements that do not require significant development, modification or customization, revenues are recognized when all revenue recognition criteria have been met.  Delivery of the licensed technology is typically the final revenue recognition criterion met, at which time revenue is recognized.

2.              We see that you provide unspecified upgrades under certain agreements.  Please explain the nature of the upgrades, the related agreements and how you account for the upgrades offered.

Our license agreements generally provide for the first year of maintenance and support as part of the initial license fee.  After the initial term, maintenance and support can be renewed for successive one-year terms. The one-year obligation to provide maintenance and support is a separate element of the license arrangement.  The fair value of the maintenance and support is determined by objective evidence, and the revenue is recognized ratably over the period during which the maintenance and support obligation exists.  Unspecified upgrades are considered a component of maintenance and support.  Unspecified upgrades primarily represent bug fixes to the licensed technology, but may occasionally include semiconductor layout or design changes that optimize the performance of the licensed technology but are not essential to the functionality. The changes that optimize performance may result from a technology change by the licensee’s foundry (manufacturer).  Such changes require minimal effort and would be made available to other maintenance and support customers that share the same foundry and technology node (e.g., Taiwan Semiconductor Manufacturing Company - 65 nanometer process).  If a license agreement includes a clause to deliver specific upgrades, the specific upgrades would be accounted for as a separate deliverable within that arrangement.

1

Note 4: Revision to Prior Period Financial Statements, page 66

3.              We see that you identified a calculation error in your determination of stock based compensation expense that led to an understatement of previously reported non-cash stock based compensation expense for 2008, 2007 and 2006 and the quarters within those years and also changed the timing of stock based compensation expense.  We also see that you determined that this error was determined to be immaterial to those previously reported financial results, but you retroactively corrected those related financial statements.  It appears from your table, however, that your adjustments may be quantitatively material to certain line items in certain periods.  Please tell us how management concluded these adjustments were not material to each related period and provide us with your complete SAB 99 and SAB 108 analysis.

The main components of the SAB 99 and SAB 108 analysis that we evaluated in reaching our conclusions are set forth below. The original analysis we prepared has been included as Exhibit A to this response letter.

A summary of the quantitative effects of the adjustments is set forth in the tables below.

The effects of the adjustments for the year ended December 31, 2006 were as follows:

As of and for the

Year ended

December 31, 2006

As Reported

Adjustment

As Revised

% impact

Consolidated Statement of Operations:

Cost of net revenue

$

1,498

$

87

$

1,585

6

%

Gross profit

13,411

(87

)

13,324

-1

%

Research and development

8,156

199

8,355

2

%

Selling, general and administrative

11,370

351

11,721

3

%

Total operating expenses

21,926

550

22,476

3

%

Loss from operations

(8,515

)

(637

)

(9,152

)

7

%

Loss before income taxes

(5,229

)

(637

)

(5,866

)

12

%

Net loss

(5,338

)

(637

)

(5,975

)

12

%

Net loss per share

Basic and diluted

$

(0.17

)

$

(0.02

)

$

(0.19

)

12

%

Consolidated Balance Sheets:

Additional paid-in capital

$

106,850

$

637

$

107,487

1

%

Accumulated deficit

(6,172

)

(637

)

(6,809

)

10

%

The effects of the adjustments for the years ended December 31, 2008 and 2007 were as follows (as disclosed in Note 4 to the financial statements in our 2009 Form 10-K):

As of and for the

As of and for the

Year ended

Year ended

December 31, 2008

December 31, 2007

As Reported

Adjustment

As Revised

% impact

As Reported

Adjustment

As Revised

% impact

Consolidated   Statement of Operations:

Cost   of net revenue

$

2,800

$

(3

)

$

2,797

0

%

$

2,737

$

7

$

2,744

0

%

Gross   profit

11,226

3

11,229

0

%

11,597

(7

)

11,590

0

%

Research   and development

17,168

38

17,206

0

%

11,988

215

12,203

2

%

Selling,   general and administrative

11,875

131

12,006

1

%

11,659

352

12,011

3

%

Total   operating expenses

31,756

169

31,925

1

%

24,613

567

25,180

2

%

Loss   from operations

(20,530

)

(166

)

(20,696

)

1

%

(13,016

)

(574

)

(13,590

)

4

%

Loss   before income taxes

(18,287

)

(166

)

(18,453

)

1

%

(8,496

)

(574

)

(9,070

)

7

%

Net   loss

(18,419

)

(166

)

(18,585

)

1

%

(8,521

)

(574

)

(9,095

)

7

%

Net   loss per share

Basic   and diluted

$

(0.58

)

$

(0.01

)

$

(0.59

)

2

%

$

(0.27

)

$

(0.01

)

$

(0.28

)

4

%

Consolidated   Balance Sheets:

Additional   paid-in capital

$

114,403

$

1,377

$

115,780

1

%

$

110,631

$

1,211

$

111,842

1

%

Accumulated   deficit

(33,112

)

(1,377

)

(34,489

)

4

%

(14,693

)

(1,211

)

(15,904

)

8

%

To evaluate the quantitative results of the adjustments, we considered the “rollover” and “iron curtain” approaches. Applying the rollover approach in evaluating materiality, the impact of the adjustments on net loss for the years 2006 through 2008 ranged from 0% to 12%. While 12% is not a small percentage, we believed an important consideration was that the adjustment was being applied to our existing accumulated deficit and increasing the net loss and accumulated deficit.   If the iron curtain approach was utilized, the impact on accumulated deficit and additional-paid-in capital (no net effect on total stockholders’ equity) would have been $3.2 million, or 10% of accumulated deficit, taking into account the cumulative adjustments from 2006 to 2008.  For 2009, the calculation errors were identified prior to the issuance of our 2009 financial statements, so the 2009 financial results were correctly reported.  We relied on the guidance provided by SAB 99 and SAB 108 to assess the materiality of the stock-based compensation adjustments, therefore evaluated the qualitative impact of the adjustments, in addition to the quantitative impact discussed above.

Management deemed the adjustments applicable to 2006, 2007 and 2008, whether viewed on a stand-alone annual or cumulative basis, to be immaterial based on the evaluation of qualitative considerations and SAB 99 and SAB 108 analysis performed. The Form 10-K presentations represented the disclosure that management considered appropriate and most useful.  Because the relative changes to stock-based compensation were not considered to be likely to affect investment decisions, management did not believe that presenting restated financial statements would be more useful to investors than the disclosure that was provided.

We believe that our conclusions are supported as well by the following further analysis of the suggested considerations provided by SAB 99 under Item 1, Assessing Materiality:

1.              Whether the adjustments mask a change in earnings or other trends?

No, the adjustments did not mask a change in earnings or other trends.  The Company reported increasing net losses in fiscal years 2006, 2007 and 2008.

2.              Whether the adjustments hide a failure to meet analysts’ consensus expectations for the Company?

2

No, the adjustments did not hide a failure to meet analysts’ consensus expectations due to the following:

1)              Since 2006, the only forward-looking financial guidance the Company provided was quarterly revenue forecasts for 2006 and 2007. Historically, revenue has been the financial metric that the Company’s covering analysts are most focused on.  No forward-looking guidance was provided for 2008.  The adjustments did not impact the revenue forecasts provided by management. As the Company was not profitable during those years, the analysts were not highlighting their net loss estimates.  The adjustments, on a stand-alone basis, did not result in the Company’s net loss and net loss per share missing analyst consensus for any of the affected years. For 2006-2008, the Company’s net loss was worse than analyst projections without the impact of the additional expense of the stock-based compensation adjustments.

2)              Our quarterly earnings releases include both GAAP and non-GAAP financial results, which our management believes are useful to investors and other interested parties because they are one of the primary indicators that the Company’s management uses for analyzing past performance and planning and forecasting future performance. Non-GAAP financial results exclude stock-based compensation expense because the Company believes that measuring this expense depends substantially on factors that are not a direct consequence of operating performance.  Moreover, stock-based compensation is a non-cash expense, and analysts’ forecasts for the Company have consisted of operating results including and excluding stock-based compensation.

3)              Historically, the feedback received from investors has indicated that their predominant concerns have been the Company’s non-GAAP results, which exclude stock-based compensation and acquisition related charges.  Investors have been focused on the Company’s revenue growth potential as a function of our long-term strategy.

3.              Whether the adjustments changes a loss into income or vice versa?

No, the Company was in a net loss position for all periods presented and the adjustments did not change this position.

4.              Whether the adjustments concern a segment or other portion of the Company’s business that has been identified as playing a significant role in the Company’s operations or profitability?

No, the adjustments did not concern a segment or portion of the business that was identified as playing a significant role in the Company’s operations or profitability. The Company only had one segment and was not close to being profitable.

5.              Whether the adjustments affected the Company’s compliance with loan covenants or other contractual requirements?

No, the Company did not have any loan covenants or other contractual requirements that were impacted by the adjustments.

6.              Whether the adjustments affected the Company’s compliance with regulatory requirements?

No, the Company was not subject to any regulatory requirements that were impacted by the adjustments.

7.              Whether the adjustments involved concealment of an unlawful transaction?

No, the adjustments did not involve concealment of an unlawful transaction.

8.              Whether the adjustments have any impact on management’s compensation, for example by satisfying  requirements for the award of bonuses or other forms of incentive compensation?

No, stock-based compensation was excluded from the calculation of non-GAAP operating loss that was included as a component of the bonus plans in effect in 2006 and 2007.  No management bonus plans have been in effect since 2007.

9.              Whether the adjustments arise from an item capable of precise measurement?

The adjustments arose from an item capable of precise measurement. The Company identified a calculation error in the third-party software, E*Trade Inc.’s Equity Edge, used for stock administration.  The error was brought to the attention of the Company through a technical brief issued by E*Trade in January 2010.   The technical brief provided guidance on correcting the calculation error by changing one of the parameters selected when running the stock-based compensation calculation report.  That software calculation error resulted in the Company’s failure to update the estimated stock option forfeiture rate used for stock-based compensation calculations to reflect the actual forfeiture rate at the end of each reporting period. Accordingly, precise measurement for this component of the stock-based compensation calculation was possible.  However, the overall calculation of stock-based compensation is not capable of precise measurement because it involves significant management assumptions in determining the inputs related to future volatility, expected term and forfeiture rates.

10.       Are the adjustments considered material from the viewpoint of a reasonable investor having access to the total mix of information?

No, we do not believe that the adjustments are material to a reasonable investor having access to the total mix of information. The adjustments did not impact revenue, the trend in earnings or the trend in cash flows.  The Company’s financial trend since 2004 shows recurring annual losses, and increasing operating expenses and negative cash flows.  Cumulative losses for the three years ended December 31, 2009 were approximately $46.8 million, including the adjustments, and $46.0 million, excluding the adjustments. Our accumulated deficit at December 31, 2009 wa

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

       DIVISION OF
CORPORATION FINANCE

 December 30, 2010
  Mr. James W. Sullivan Chief Financial Officer Mosys, Inc. 755 North Mathilda Avenue Suite 100 Sunnyvale, California 94085

 Re: Mosys, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed March 26, 2010 File No.  000-32929
Dear Mr. Sullivan:

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

Please respond to this letter within ten busines s days 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, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Mr. James W. Sullivan
Mosys, Inc. December 30, 2010 Page 2

Form 10-K for the year ended December 31, 2009

 Financial Statements, page 49

 Note 1: The Company and Summary of Significant Acc ounting Policies, page 55

 Revenue Recognition, page 58

 1. We note your disclosure that for license ag reements that do not require significant
development, modification, or customization, revenues are generally recognized when the
revenue recognition criteria have been met.  Please revise futu re filings to clearly explain
when in the sales process you have met the r ecognition criteria and recognized the related
revenues.  Please provide us with your proposed  future disclosure.  Also, tell us why you
use the word “generally” in the aforemen tioned disclosure.  If you recognize revenue
other than when the revenue r ecognition criteria have been met, please describe those
circumstances and your rationale fo r using such an accounting policy.

2. We see that you provide unspeci fied upgrades under certain ag reements.  Please explain
the nature of the upgrades, the related ag reements and how you account for the upgrades
offered.

Note 4: Revision of Prior Period Financial Statements, page 66

 3. We see that you identified a calculation erro r in your determination of stock based
compensation expense that led to an unders tatement of previously reported non-cash
stock based compensation expense for 2008, 2007 and 2006 and the quarters within those
years and also changed the timing of stock based compensation expense.  We also see
that you determined that this error was determ ined to be immaterial to those previously
reported financial results, but you retroac tively corrected those related financial
statements.  It appears from your table,  however, that your adjustments may be
quantitatively material to cer tain line items in certain periods.  Please tell us how
management concluded these adjustments were  not material to each related period and
provide us with your complete  SAB 99 and SAB 108 analysis.

Form 10-Q for the Quarterly Period Ended September 30, 2010

Note 1. The Company and Summary of Si gnificant Accounting Policies, page 6
 Goodwill, page 8

 4. We note from your disclosure that you review goodwill for impairment annually in the
third quarter.  Please tell us the outco me of your goodwill impairment test as of

Mr. James W. Sullivan
Mosys, Inc. December 30, 2010 Page 3
 September 30, 2010.  From your disclosure on page 34 in your Form 10-K for December
31, 2009 we note where you state that “the fair value of each reporting unit is determined
using the market approach,” which appears to imply that you used more than one reporting unit for your annual impairment test  in your fiscal year ended December 31,
2009.  However, on page 8 in your Form 10-Q for the quarterly period ended September
30, 2010 you state that “[you] estimate the fair value based on the market value of the
reporting unit at the entity level,” which appe ars to imply that you used one reporting unit
as of September 30, 2010.  In this regard, pleas e identify each reporting unit used in your
goodwill impairment test for the fiscal year ended in 2009 and 2010.  Please explain to us how you determined the number of reporting uni ts used in your goodwill impairment test
in each of the fiscal years ended in 2009, and 2010, explaining your rationale for the differences between both years.  Clearly tell us how you have defined your reporting
units for 2009 and 2010, including your reasons as to why discrete financial information
is not available at a lower leve l than the entity level.

5. In this regard, we note from page 34 in  your Form 10-K for December 31, 2009, that
goodwill impairment is one of your critical ac counting policies, and that if your stock
price continues to experience significant pri ce and volume fluctuations, this will impact
the fair value of the reporting unit, which can lead to potential impairment in the future periods.  Considering the uncertainty in th is accounting estimate, for each reporting unit
that is at risk of failing step one of the goodwill impairment test as defined in ASC Topic
350, please provide us with and disc lose in your future filings:

 The percentage by which fair value exceeded carrying value as of the date of the most
recent test;
 The amount of goodwill allocated to the reporting unit;
 A description of the methods and key assumptions used and how the key assumptions
were determined;
 A discussion of the degree of uncertainty associated with the key assumptions. The
discussion regarding uncertainty should provide specifics to the extent possible (e.g.,
the valuation model assumes recovery from a business downturn within a defined
period of time); and
 A description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.

    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mr. James W. Sullivan
Mosys, Inc. December 30, 2010 Page 4
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:   the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
  staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
  the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Julie Sherman at (202)  551-3640 or me at (202) 551-3212 if you
have any questions regarding th ese comments.  In this regard , do not hesitate to contact
Martin James, Senior Assistant Chief Accountant at (202) 551-3671.

        S i n c e r e l y ,                                     Jeff Jaramillo          B r a n c h  C h i e f

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3030
April 16, 2009

VIA U.S. MAIL

 James W. Sullivan Chief Financial Officer
Mosys, Inc.
755 N. Mathilda Avenue, Suite 100 Sunnyvale, California 94085
 Re: Mosys, Inc.
  Form 10-K for the year ended December 31, 2007
  Filed March 17, 2008   File No. 000-32929
Dear Mr. Sullivan:
  We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.             S i n c e r e l y ,
       A n g e l a  C r a n e         B r a n c h  C h i e f

CORRESP
1
filename1.htm

March  27, 2009

Ms. Angela Crane

Accounting
Branch Chief

Division of
Corporation Finance

United States
Securities and Exchange Commission

100 F Street,
N.E.

Washington, D.C. 20549

  Re:

  Mosys, Inc.

  Form 10-K for the year ended December 31, 2007

  Filed March 17, 2008

  File No. 000-32929

Dear Ms. Crane:

MoSys, Inc.
(“we” or the “Company”) submits this letter in response to the comments from
the Staff of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Staff”), which were set forth in your letter dated March 9,
2009 (the “Letter”) regarding the above referenced documents.

Form 10-K for the Year Ended December 31,
2007

Financial Statements, page 50

Note 1: The Company and Summary of Significant
Accounting Policies, page 54

Revenue Recognition, page 56

Royalty, page 58

1.               Please refer to our prior comment 2.
With regards to license agreement D, please further explain to us the
terms of the agreement including all payments that were made to you under the
agreement, how you accounted for each and why.
In light of your obligation to develop and obtain silicon qualification
as part of this agreement, please specifically tell us how you determined it
was appropriate to recognize any revenue up front.  We refer you to SAB Topic13.A.3.f., noting
footnote 36, which states that “the Staff believes that the vendor activities
associated with the up front fee even if considered a deliverable to be
evaluated under EITF 00-21, will rarely provide value to the customer on a
standalone basis.  Specifically cite the
GAAP literature upon which you based your accounting.

We applied EITF 00-21 to identify each unit of accounting in
License Agreement D.  EITF 00-21,
paragraph 9, sets forth the following criteria to be considered in determining
whether the delivered items should be considered separate units of accounting:

·                  The
delivered item(s) has value to the customer on a standalone basis;

·                  There
is objective and reliable evidence of the fair value of the undelivered
item(s); and

·                  If
the arrangement includes a general right of return relative to the delivered
item, delivery or performance of the undelivered item(s) is considered
probable and substantially in the control of the vendor.

Applying
the guidance of paragraph 9 of EITF 00-21, we determined that License Agreement
D included the following fee elements:

1

·                  Fee
Element A - a non-refundable and non-cancelable $400,000 fee for a license
grant allowing the licensee to manufacture products incorporating our
technology at the 90 and 65 nanometer process nodes, payable 60 days after
execution of the agreement;

·                  Fee
Element B - a non-refundable and non-cancelable $500,000 fee for past due and
prepaid royalties, payable 60 days after execution of the agreement;

·                  Fee
Element C - a $300,000 fee for the Company to deliver an embedded  memory semiconductor reference design at the
90 nanometer semiconductor process node for the licensee to conduct silicon
qualification in its manufacturing process, $150,000 payable 30 days after the
Company delivers the reference design and $150,000 payable 30 days after the
reference design passes the silicon qualification tests; and

·                  Fee Element D - a $300,000 fee for the Company to deliver an
embedded memory semiconductor reference design at the 65 nanometer
semiconductor process node for the licensee to conduct silicon qualification in
its manufacturing process, $150,000 payable 30 days after the Company delivers
the reference design and $150,000 payable 30 days after the reference design
passes the silicon qualification tests.

The
licensee is a major semiconductor foundry, whose primary business is
manufacturing silicon wafers for its customers. The licensee licenses
technology from third parties to use in its manufacturing process to ensure it
does not violate intellectual property rights and expose it and its customers
to infringement claims.  Between April 2006
and October 2006, without a license in effect, the licensee had been
manufacturing products for its customers at the 90 and 65 nanometer process
nodes, which incorporated our patented embedded memory technology. We executed
License Agreement D with the licensee in October 2006 and provided the
licensee with a license grant to our technology retroactive to April 2006.  Between April and October 2006, the
licensee had shipped products incorporating our technology and incurred
approximately $134,000 of royalties payable to the Company.

We
considered SAB Topic 13.A. to determine the appropriate revenue recognition of
the up-front fees, specifically the guidance set forth in paragraph 13.A.f,
including footnote 36.   We determined
that Fee Elements A and B had stand-alone value to the licensee based on the
following:

·                  The
licensee required the license as it was manufacturing and shipping product
incorporating our technology in violation of our intellectual property rights;

·                  The
licensee already had full use of the technology and was able to use it for its
intended purpose without receipt of the undelivered elements, as evidenced by
the fact that it was already manufacturing and shipping products incorporating
our technology;

·                  The
license grant was for the right to use the intellectual property on a
non-exclusive basis;

·                  The
licensee already owed us approximately $134,000 of royalties for shipments
prior to the signing of License Agreement D; and

·                  The
requirement for us to deliver two embedded memory semiconductor reference
designs for the licensee to conduct silicon qualification did not impact the
value of Fee Elements A and B to the licensee; the Licensee had full use of our
technology and did not need to receive the two embedded memory semiconductor
reference designs in order to recognize the benefits of Fee Elements A and B.

Upon
the signing of License Agreement D, the undelivered elements consisted of Fee
Elements C and D, the requirements to deliver reference designs at two process
nodes for the licensee to conduct silicon qualification.  Silicon qualification is a certification
process performed by the licensee to ensure the memory semiconductor reference
designs developed by the Company have passed certain tests pre-defined by the
licensee.  The Company was the primary
beneficiary of the benefits of obtaining silicon qualification. Specifically,
we could market the memory reference designs as being silicon-qualified and
satisfy the requirement to be silicon-qualified that some semiconductor
companies mandate that their suppliers comply with (i.e., certain customer
prospects will not license technology from third party technology providers
such as us, unless the technology is silicon-qualified on its foundry’s
manufacturing process).  The potential
benefit to the licensee was that if we were selling silicon-qualified designs
we would bring more customers to them.
As such, the licensee did not require Fee Elements C and D to be
completed in order to recognize the benefits of Fee Elements A and B.

We determined that we had objective and reliable
evidence of fair value for Fee Elements C and D.  Our basis for this determination was
that the $300,000 fee per reference design was consistent with the price that
we were licensing memory reference designs to other licensees for designs on
the same 90 nanometer and 65 nanometer processes.  We
recognized revenue for Fee Elements C and D by applying the percentage of
completion method of accounting in accordance with SOP 81-1. Per SOP 81-1,
paragraph .12, “Contracts covered by [SOP 81-1] are binding agreements between
buyers and sellers in which the seller agrees, for compensation, to perform a
service to the buyer’s

2

specifications.  Contracts consist of legally
enforceable agreements in any form and include amendments, revisions, and
extensions of such agreements.  Performance will often extend over long
periods, and the seller’s right to receive payment depends on his performance
in accordance with the agreement.  The service may consist of designing,
engineering, fabricating, constructing, or manufacturing related to the
construction or the production of tangible assets.”  Because Fee Elements
C and D required the Company to deliver two reference designs that would be
used for  silicon qualification testing,
we considered SOP 81-1 to be the authoritative literature applicable to the
revenue recognition of these elements.
We determined we had the ability to estimate the costs to complete these
elements based on direct labor hours incurred.

Sincerely,

  /s/ James W. Sullivan

  James W. Sullivan

  Chief Financial Officer

  MoSys, Inc.

  cc: Joyce Goto

3

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3030
March 9, 2009

VIA U.S. MAIL AND FAX (408) 731-1893

 James W. Sullivan Chief Financial Officer
Mosys, Inc.
755 N. Mathilda Avenue, Suite 100 Sunnyvale, California 94085
 Re: Mosys, Inc.
  Form 10-K for the year ended December 31, 2007
  Filed March 17, 2008   File No. 000-32929
Dear Mr. Sullivan:

We have reviewed your letter dated February  9, 2009 and have the following comments.
Where indicated, we think you should revise yo ur future documents in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.     Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at th e end of this  letter.

James W. Sullivan
Mosys, Inc. March 9, 2009 Page 2
  Form 10-K for the Year Ended December 31, 2007

Financial Statements, page 50

Note 1: The Company and Summary of Significant Accounting Policies, page 54

Revenue Recognition, page 56
 Royalty, page 58

 1. Please refer to our prior comment 2. With rega rds to license agreement D, please further
explain to us the terms of the agreement including all payments that were made to you
under the agreement, how you accounted for each and why. In light of your obligation to
develop and obtain silicon qualific ation as part of this agreement, please specifically tell
us how you determined it was appropriate to recognize any revenue up front. We refer
you to SAB Topic 13.A.3.f., noting footnote 36, whic h states that “the Staff believes that
the vendor activities associated with the up front fee even if considered a deliverable to
be evaluated under EITF 00-21, will rarely prov ide value to the customer on a standalone
basis. Specifically cite  the GAAP literature upon wh ich you based your accounting.

 As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furnish a cover letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.
 You may contact Andri Boerman, Staff Acc ountant, at (202) 551- 3645 or me at (202)
551-3640 if you have any questions regarding these co mments.  In this regard, do not hesitate to
contact Angela Crane, Branch Chief, at (202) 551-3554.            S i n c e r e l y ,             J u l i e  S h e r m a n           Reviewing Accountant

CORRESP
1
filename1.htm

February 10, 2009

Ms. Angela Crane

Accounting
Branch Chief

Division of
Corporation Finance

United States
Securities and Exchange Commission

100 F Street,
N.E.

Washington, D.C. 20549

  Re:

  Mosys, Inc.

  Form 10-K for the year ended December 31, 2007

  Filed March 17, 2008

  File No. 000-32929

Dear Ms. Crane:

MoSys, Inc.
(“we” or the “Company”) submits this letter in response to the comments from
the Staff of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Staff”), which were set forth in your letter dated January 14,
2009 (the “Letter”) regarding the above referenced documents.

Form 10-K for the Year Ended December 31,
2007

Financial Statements, page 50

Note 1: The Company and Summary of Significant
Accounting Policies, page 54

Revenue Recognition, page 56

Royalty, page 58

1.              Please refer to our
prior comment 1.  We note that in 2006
you recognized $2.6 million from prepaid royalties consisting of several
intellectual property arrangements.  With
regard to the pre-production prepaid royalties please address the following:

·                  We note that you
recognized revenue upon execution of license agreements.  Please tell us the term of the license
agreement as stated in the agreement and confirm to us that you recognized
revenue upon delivery which does not occur for revenue recognition purposes
until the license term begins.  Please
refer to SAB Topic 13.A.3.d.

The breakdown of the $2.6
million in prepaid royalties by agreement is as follows:

License Agreement A - $1.0
million in pre-production prepaid royalties

License Agreement B - $152,000
in post-production prepaid royalties

License Agreement C - $300,000
in post-production prepaid royalties

License Agreement D - $500,000
in post-production prepaid royalties

License Agreements E, F, G -
$650,000 in pre-production prepaid royalties that were not recognized up-front

Under License Agreement A, we
recognized $1.0 million of prepaid pre-production royalties as license revenue
upon execution of that technology license agreement with a single licensee. The
license grant set forth in License Agreement A stated:

“Subject to the payment of the
License Fees and the terms and conditions herein MoSys hereby grants to
Licensee and Subsidiaries a worldwide, non-exclusive non-transferable (whether
by assignment, sublicense or otherwise), revocable and royalty-bearing license
under MoSys Intellectual Property Rights to create Design Instances for use

1

by themselves or by customers in
the design of Licensed Integrated Circuits and to make, have made, and Sell
Licensed Integrated Circuits incorporating such Design Instances (the “MoSys
License”).”

The license term set forth in
License Agreement A stated:

“The term of this Agreement
with regard to each Template Schedule attached to this Agreement shall commence
as of the effective date of such Template Schedule [July 24,
2006] and will remain in force and effect for a period of seven (7) years
with respect to the Template that is the subject of such Template Schedule,
unless earlier terminated as provided for herein.  This Agreement will automatically renew at
the end of each such seven (7) year term for consecutive one (1) year
renewal periods.”

We recognized the entire $1.0 million upon signing in accordance with
SAB Topic 13.A.3.d because that is when the term commenced and the specified
MoSys license was the only delivery we were required to make under the
agreement.

·                  Please tell us if you have
any continuing involvement under the agreement, including, but not limited to,
research and development activities, maintenance of any information used by the
licensee during the license term, agreements to sell products, etc.  Please refer to SAB Topic 13.A.3.f.

As stated above, under License
Agreement A we
had no continuing involvement or substantive obligations subsequent to the
execution of the agreement.  We determined the fees paid up-front by the
licensee for the license grant and royalty prepayment under this agreement had
standalone value to the licensee because it allowed the licensee, as of the
effective date of the agreement to legally commence the development of products
incorporating our technology without violating our intellectual property.  The licensee is a major integrated device manufacturer
that has significant internal development resources who were qualified to work
with our technology with no assistance from our engineering resources.

In
determining revenue recognition in our license arrangements that included
up-front fees, we considered  SAB
Topic 13.A.3.f., which addresses scenarios in which registrants collect an
up-front fee and have continuing involvement with the customers that
paid them such up-front fees. Specifically,
the guidance under SAB Topic 13.A.3.f, footnote 36 states:

“The staff believes that the vendor
activities associated with the up-front fee, even if considered a deliverable
to be evaluated under EITF Issue 00-21, will rarely provide value to the
customer on a standalone basis.”

Our only obligation to the customer was set forth in the following
paragraph from License Agreement A:

“Technical
Meetings: During the period from the effective date of the Template Schedule
Number 3 until the date of first delivery of commercial samples of the Licensed
Integrated Circuit by Licensee to its customer, qualified engineers from MoSys
and Licensee may, upon Licensee’s request, hold a technical meeting at such
time and place as to be mutually agreed to discuss issues concerning 1T-SRAM
Technology and macro design using 1T-SRAM Technology for 65nm.”

We
considered the technical meeting to fall under the definition of “inconsequential
and perfunctory,” as contemplated in SAB Topic 13.A.3.c.  It was deemed that such a meeting, if held,
would have no related cost to the Company.
To date, the licensee has not requested such a technical meeting.  We believed the failure to have a requested
technical meeting would not result in the licensee receiving a refund or
rejecting the license grant, so we considered this obligation to be  inconsequential and perfunctory and did not
account for it as a deliverable under the agreement.

·                  Tell us if the licensee is
obligated to pay you any additional fees during the license term or if it is
anticipated that the licensee will purchase any additional products under the
license agreement.

License Agreement A was a
technology license agreement, not a product purchase agreement. The licensee’s
only additional fee obligation is to pay royalties based on its sale of
products incorporating the licensed technology, once the prepaid royalties have
been exhausted.

2.              With regard to your
post-production prepaid royalties, please respond to the following:

·                  If the prepaid royalties
fees were, in fact, prepaid and relate to future royalty obligations please
clarify why you believe it is appropriate to recognize the revenue prior to the
culmination of the earnings process.
Cite the specific GAAP guidance that supports your accounting.

2

Under License Agreement B, we received and recognized as revenue a
$152,000 payment from the licensee for a royalty buyout arrangement.  Under License Agreement C, we received and
recognized as revenue a $300,000 payment from the licensee for a royalty buyout
arrangement. We recognized the prepaid royalties as revenue upon the signing of
each agreement, which we deemed to be the culmination of the earnings processes
because we did not have continuing involvement with the licensee, and we had no
future obligations to the licensee. The prepaid royalty fee was non-cancelable
and non-refundable and payable within the Company’s standard payment terms, so
there was no contingency related to collection.

Under License Agreement D, we
recognized $500,000 of prepaid royalty revenue from a single licensee
upon signing the agreement. A portion of the prepaid royalties, approximately
$134,000, was payment for royalties owed to us for shipments that had occurred
in the six months prior to the execution of the license agreement, which
therefore was not a prepaid royalty but an amount owed for past due royalties.

We note the guidance set forth
in SAB Topic 13A.3.f., which states:

“Unless the up-front fee is in
exchange for products delivered or services performed that represent the
culmination of a separate earnings process, the deferral of revenue is
appropriate.”

We also note Statement of Financial Accounting Concepts No. 5,
which states:

“Revenues are not recognized until earned.  Revenues are considered to have been earned
when the entity has substantially accomplished what it must do to be entitled
to the benefits represented by the revenues.”

We also considered the following factors set forth
in SAB Topic 13 to determine whether a separate earnings event had occurred:

·                  Whether the registrant will incur future
costs under the agreement; and

·                  Whether the registrant’s customers will make
subsequent periodic payments for future products or services.

We
evaluated these specific factors for each of the three license agreements and
determined the following:

·                  We were not obligated to incur nor did we
incur future costs to satisfy the prepaid royalty obligations set forth in the
agreement; and

·                  The licensee was not obligated to purchase or
pay for future products or services from us. At the time of execution, each
agreement granted perpetual licenses to manufacture products that incorporated
the then-existing licensed technology.

As with License Agreement A above, each of these three license
agreements had standalone value to the licensee as of the date of execution of
the agreement because the licensee received the right to use our technology in
manufacturing its products, which was the consideration that we provided for
the payment of the specified amount, in addition to royalties on product
shipments by the licensee in excess of the prepayment.  The prepayment was non-refundable
irrespective of the licensee’s production, however.

·                  With regards to the
$450,000 up-front payment, please tell us if you have had or will have any
continuing involvement with the licensee and, if so, how your revenue
recognition is consistent with SAB Topic 13.A.3.f.

As described in the preceding
response, we received and recognized as revenue a total payment of $452,000 for
royalty buyout arrangements under License Agreements B and C.

The specific language from
License Agreement B is set forth below.

“Licensee shall pay to MoSys,
without additional or further obligation from MoSys, the non-refundable, non
cancelable amount of $152,000 in part payment of royalty, payable within
forty-five days of the Effective Date of this Letter Agreement.”

The specific language from
License Agreement C is set forth below.

“4.2 (d) Royalty Buy-out.
… Licensee shall buy-out all future royalties for the IC with a $300,000 lump
sum payment to MoSys due net thirty days from the Amendment Effective Date.
Subject to such two payments, no

3

future royalties for the Project
Schedule 001 IC shall be due MoSys. For the avoidance of doubt, Section 4.2
(Royalties) of the Agreement shall have no further force and
effect with respect to Project Schedule 001.”

We considered SAB Topic
13.A.3.f., which provides guidance for recognition of non-refundable up-front
fees.  We noted that in the examples
provided in SAB Topic 13.A.3.f., the registrants had additional performance
obligations to their customers (i.e., maintaining a website that customers can
access, providing telecommunications services, etc.).  We had no additional performance obligations
to our licensees under License Agreements B and C and viewed these up-front
royalty buyout payments as the culminations of separate earnings processes. The
royalty buyouts represented discrete earnings events, as we had already completed
our obligations to our licensees, and the royalty buyout amounts were
non-refundable, regardless of whether the licensees ever shipped any additional
products containing the licensed technology. We had no continuing involvement
with the licensee under either agreement with respect to these payments.

·                  With regards to the
$500,000 up-front payment, it appears from your response that you have an
ongoing obligation to develop and obtain silicon qualification.  In light of this obligation, please specifically
tell us how you determined it was appropriate to recognize the revenue up-front
based on the guidance of SAB Topic 13.A.3.f., noting footnote 36.

As
noted above, we received this payment under License Agreement D.  We determined that the $500,000 up-front
payment for royalties and underlying license had value to the licensee because
without it, the licensee would not be able to continue manufacturing integrated
circuits for its customers that incorporated the licensed technology.  The agreement was signed in October 2006
(revenue was recognized in the fourth quarter of 2006), but the effective date
of the license grant was retroactive to April 2006, as the licensee had
already commenced the design and manufacture of products incorporating the
licensed technology. The licensee is a major semiconductor foundry that
licenses technology from third parties for use in its manufacturing process.
The licensee prepaid $500,000 of royalties to apply against product shipments
that had commenced in April 2006. As noted above, approximately $134,000
of the $500,000 in prepaid royalties related to product shipments between April 2006
and October 2006.

The specific language from
License Agreement D is set forth below.

“LICENSEE shall pay to MoSys
the following amount of non-refundable, non-cancelable Prepaid Royalty to be
credited against the royalties which are due to MoSys according Section 3
Per Unit Royalty below. The Prepaid Royalty shall be paid in full and due as
follows: US$500,000 net 60 days from execution of the Agreement.”

The
guidance under SAB Topic 13.A.3.f, footnote 36 states: “The staff believes that the vendor activities
associated with the up-front fee, even if considered a deliverable to be
evaluated under EITF Issue 00-21, will rarely provide value to the customer on
a standalone basis.”

The
obligation to obtain silicon qualification was unrelated to the up-front
payment.  Under License Agreement
D, the licensee also paid us for other performance.  We did not recognize those payments as
prepaid royalties up-front.  The
obligation to obtain silicon qualification related to such other performance.

·                  We see your statement as
part of your response to our prior comment 2 that “[You] classify
post-production royalties within reported royalty revenues because the revenue
is directly tied to the licensee’s use of [your] technology in their currently
shipping commercial products.”  Based
upon this classification, it appears that post-production royalties would be
recorded over the term of the agreements as earned, please tell us how this is
consistent with your determination that the $450,000 and $500,000 should be
recognized up-front.

These amounts are discussed above with respect to License Agreements B,
C and D.  As stated above, we recognized
these royalties up-front because we deemed that the earnings process had
culminated in each case.  The
timing of our revenue recognition is distinct from our determination whether to
classify the revenue as license fees or royalties.  Any payment we received before the licensee
successfully incorporates our licensed technology and commences commercial
production, we classify as license fees.
Once the licensee achieves successful incorporation of our licensed
technology and commences commercial production, we generally classify the
payments we recei

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3030
January 14, 2009

VIA U.S. MAIL AND FAX (408) 731-1893

 James W. Sullivan Chief Financial Officer
Mosys, Inc.
755 N. Mathilda Avenue, Suite 100 Sunnyvale, California 94085
 Re: Mosys, Inc.
  Form 10-K for the year ended December 31, 2007
  Filed March 17, 2008   File No. 000-32929
Dear Mr. Sullivan:

We have reviewed your letter dated D ecember 18, 2008 and have the following
comments.  Where indicated, we think you should re vise your future documents in response to
these comments.  If you disagree, we will consid er your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.     Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at th e end of this  letter.

James W. Sullivan
Mosys, Inc. January 14, 2009 Page 2
  Form 10-K for the Year Ended December 31, 2007

Financial Statements, page 50

Note 1: The Company and Summary of Significant Accounting Policies, page 54

Revenue Recognition, page 56
 Royalty, page 58

 1. Please refer to our prior comment 1.  We  note that in 2006 you recognized $2.6 million
from prepaid royalties consis ting of several intellectual pr operty arrangements.  With
regard to the pre-production prepaid r oyalties please addr ess the following:

• We note that you recognized revenue upon ex ecution of license agreements. Please
tell us the term of the licen se agreement as stated in the agreement and confirm to us
that you recognized revenue upon deliver y which does not occur for revenue
recognition purposes until the license term begins. Please refer to SAB Topic
13.A.3.d.

• Please tell us if you have any continuing involvement under the agreement, including,
but not limited to, research and development activities, maintenance of any
information used by the licensee during the li cense term, agreements to sell products,
etc. Please refer to SAB Topic 13.A.3.f.

• Tell us if the licensee is obligated to pa y you any additional fees during the license
term or if it is anticipated that the li censee will purchase any additional products
under the license agreement.

2. With regard to your post-production prepaid royalties, please respond to the following:

• If the prepaid royalties fees were, in f act, prepaid and relate to future royalty
obligations please clarify why you believe it is appropriate to recognize the revenue
prior to the culmination of the earnings pro cess. Cite the specific GAAP guidance that
supports your accounting.

• With regards to the $450,000 up-front payment,  please tell us if you have had or will
have any continuing involvement with th e licensee and if s o, how your revenue
recognition is consistent  with SAB Topic 13.A.3.f.

• With regards to the $500,000 up-front payment, it appears from your response that
you have an ongoing obligation to develop and obtain silicon qualification. In light of
this obligation, please specifically tell us how you determined it was appropriate to

James W. Sullivan
Mosys, Inc. January 14, 2009 Page 3
 recognize the revenue up-fr ont based on the guidance of  SAB Topic 13.A.3.f., noting
footnote 36.

• We see your statement as part of your res ponse to our prior comme nt 2 that “[You]
classify post-production royalties within  reported royalty revenues because the
revenue is directly tied to the licensee’s use of [your] technology in their currently
shipping commercial products.”  Based upon this classification, it appears that post-production royalties would be recorded over the term of the agreements as earned,
please tell us how this is consistent with your determinati on that the $450,000 and
$500,000 should be recognized up-front.
 3. Refer to our prior comment 2.  We note that  nearly 17% of the revenue was derived from
prepaid royalties in 2006 and none in 2007.  Pleas e discuss, in future filings, significant
components of revenue, any known trends or unc ertainties, and significant increase or
decrease on revenues.  Please refer to Item  303(a)(3) of Regulation S-K.  Consider
providing further clarification re garding the nature of these fees in future filings. For
example, consider explaining, as you did in your response that what  you refer to as pre-
production prepaid royalties are re ported as license revenue becau se they are paid as part
of the initial license fee a nd not with respect to products  being produced by the licensee
and that you classify post-production royaltie s within reported royalty revenues because
the revenue is directly tied to licensees’ use of our technology in their currently shipping
commercial products.

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.
 You may contact Andri Boerman, Staff Acc ountant, at (202) 551- 3645 or me at (202)
551-3640 if you have any questions regarding these co mments.  In this regard, do not hesitate to
contact Angela Crane, Branch Chief, at (202) 551-3554.            S i n c e r e l y ,

        J u l i e  S h e r m a n           Reviewing Accountant

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3030
November 25, 2008
 VIA U.S. MAIL AND FAX (408) 731-1893

 James W. Sullivan Chief Financial Officer Mosys, Inc. 755 N. Mathilda Avenue, Suite 100 Sunnyvale, California 94085

 Re: Mosys, Inc.
  Form 10-K for the year ended December 31, 2007
  Filed March 17, 2008   File No. 000-32929
Dear Mr. Sullivan:

We have reviewed your filings and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at the end of th is letter.

James W. Sullivan
Mosys, Inc.
November 25, 2008 Page 2  Form 10-K for the Year Ended December 31, 2007

 Financial Statements, page 50

 Note 1. The Company and Summary of Si gnificant Accounting Policies, page 54

 Revenue Recognition, page 56

Royalty, page 58

1. We note from your disclosure that in 2006 you began recognizing revenue from two
types of prepaid royalties, pre-production royalties and pos t-production royalties, and the
revenue related to both type s of royalties is recognized upon execution of the related
contract. Based on your disclosure  it is unclear to us why you believe it is appropriate to
recognize the revenue in its entirety upfront at execution of the contract in accordance
with the guidance in SAB Topic 13A. Please provide  us with the specific terms of your of
agreements with regards to these prepaid royalties and the amounts of related revenue you recognized in 2006 and 2007. Please cite  the specific accounting guidance upon
which you based your accounting.
 2. In this regard, if material, pl ease tell us how you considered the prepaid royalties as part
of your Results of Operations discussion in  Management’s Discussion and Analysis. We
note your current disclosure stat es that you generally recognize royalties in the quarter in
which you receive the licensee’s report.
 Note 4. Asset Acquisitions, page 64

 3. We note that one of the components of purchas ed intangible assets  related to your 2007
asset purchases is an assembled workforce.  Please tell us why you be lieve this allocation
is appropriate based on the guida nce in paragraph 39 of SFAS 141.
 Form 10-Q for the Quarter Ended September 30, 2008

Note 1. The Company and Summary of Si gnificant Accounting Policies, page 6

Investments, page 9
 4. We note that as of September 30, 2008, you had classified $8.3 million (net of $0.9
million in unrealized losses) of your auction ra te securities as long-term investments due
to the disruption in the credit markets that resulted in widespread failed auctions. We also note that you used Level 3 inputs to measure the fair value of the auction rate securities
because there has not been a successful auction since February 2008.  Please address the
following:

James W. Sullivan
Mosys, Inc.
November 25, 2008 Page 3
• Please note that paragraphs 32 and 33 of SFAS 157 require an entity to describe the
inputs and the information used to deve lop those inputs for both recurring and
nonrecurring fair value measurements using significant unobservable inputs (Level
3).  Please explain to us in  greater detail about the methodology and the assumptions
you employed to measure the auction rate securities.  Refer to FSP FAS 157-3 for
further guidance.  Further, please expand your disclosure to address our concern in
future filings.

• Also in this regard, please explain to us and expand your disclosure in future filings
why the decline in the fair value of the auct ion rate securities ha s not been other-than-
temporary.  Refer to FSP FAS 115-1 for further guidance.

5. We note that approximately 36% of your cash equivalents and available for sale
securities were measured based on level 2 inputs. Your discussi on regarding the inputs
used to measure fair value does not appear to be specific to your inve stments. Please tell
us more about the inputs used, including how you obtain these inputs, what they represent
and how you are able to corroborat e these prices. For example, tell us and revise future
filings to disclose if your level 2 assets  were valued using models, other pricing
methodologies or were directly or indirectly observable through co rrelation with market
data.
 6. In this regard, please consider revise your Crit ical Accounting Policies in future filings to
discuss significant assumptions and estimates made by management in determining fair
value.
 Item 9A. Controls and Procedures, page 20

 7. We note your disclosure that your principa l executive officer and principal financial
officer concluded that your disclosure contro ls and procedures were effective “to ensure
that information required to be disclosed by us  in the reports filed or submitted by us with
the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.”  If you elect to include any qualifying language as to the effectiveness conclusion in your future filings, such language should include, at a minimum, but only if true, that your officer s concluded that your disclosure controls
and procedures are effective to ensure that information required to be disclosed by you in
reports that you file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time peri ods specified in Secu rities and Exchange
Commission rules and forms and
 is accumulated and communicated to your management,
including your principal executive officer and principal financial officer, or persons
performing similar functions, as appropriate to allow timely decisions regarding required
disclosure.  See Exchange Act Rule 13a-15(e)  for the complete definition of “disclosure
controls and procedures.”  A lternatively, if true, your disclosure could simply indicate
that your officers determined th at your “disclosure controls and procedures are effective”

James W. Sullivan
Mosys, Inc. November 25, 2008 Page 4
 without any further qualifications  or attempts to define t hose disclosure controls and
procedures.  As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us  with a response.  Pleas e furnish a cover letter
with your amendment that keys your responses to our comments and provides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendment and responses to our comments.

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 includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

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

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

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
 You may contact Andri Boerman at (202) 551-3645 or Julie Sherman at (202) 551-3640
if you have questions regarding comments on the financial statements and related matters.
Please contact Celia Soehner at  (202) 551-3463 or Mary Beth Br eslin at (202) 551-3625 if you
have questions on other comments.  In this rega rd, do not hesitate to contact me at (202) 551-
3554.           S i n c e r e l y ,             A n g e l a  C r a n e           B r a n c h  C h i e f

CORRESP
1
filename1.htm

December 18, 2008

Ms. Angela Crane

Accounting
Branch Chief

Division of
Corporation Finance

United States
Securities and Exchange Commission

100 F Street,
N.E.

Washington, D.C. 20549

Re: Mosys, Inc.

Form 10-K for the year ended December 31, 2007

Filed March 17, 2008

Form 10-Q for the quarter ended September 30, 2008

Filed November 7, 2008

File No. 000-32929

Dear Ms. Crane:

MoSys, Inc.
(“we” or the “Company”) submits this letter in response to the comments from
the Staff of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Staff”), which were set forth in your letter dated November 25,
2008 (the “Letter”) regarding the above referenced documents.

Form 10-K for the Year Ended December 31,
2007

Financial Statements, page 50

Note 1. The Company and Summary of Significant
Accounting Policies, page 54

Revenue Recognition, page 56

Royalty, page 58

1.              We note from your disclosure that
in 2006 you began recognizing revenue from two types of prepaid royalties,
pre-production royalties and post-production royalties, and the revenue related
to both types of royalties is recognized upon execution of the related
contract.  Based on your disclosure it is
unclear to us why you believe it is appropriate to recognize the revenue in its
entirety upfront at execution of the contract in accordance with the guidance
of SAB Topic 13A.  Please provide us with
the specific terms of your agreements with regards to these prepaid royalties
and the amounts of related revenue you recognized in 2006 and 2007.  Please cite the specific accounting guidance
upon which you based your accounting.

1

We have recognized revenue
from prepaid royalties when the revenue recognition criteria set forth in SAB
Topic 13A have been met.  If the
agreements have multiple elements, we have allocated the fair value to each
unit, as prescribed under EITF Issue No. 00-21.

For the year ended December 31,
2007, we recognized no revenue from prepaid royalties.

For the year ended December 31,
2006, we recognized revenue of $2.6 million from prepaid royalties, consisting
of the following:

·                  Pre-production prepaid royalties - we
recognized $1.0 million as license revenue upon execution of a technology
license agreement with a licensee.
The  terms of that agreement
provided:

·                  a
technology license grant allowing the licensee  to use the Company’s technology to build the
licensee’s own products at the 65-nanometer semiconductor manufacturing process
node;

·                  no requirement that the Company
provide any services or support; and

·                  a non-refundable prepaid royalty of
$1.0 million that was not contingent upon the licensee entering production or
ever shipping product containing the Company’s
technology.

Based
on our evaluation of the revenue recognition criteria set forth in   SAB Topic 13A, we determined that the pre-production
prepaid royalty fee paid by the licensee should be recorded as revenue upon    execution of the agreement for the following
reasons:

·                  we executed a formal agreement with
the licensee;

·                  no deliverables or development or
support services were required to be performed by the Company under the
agreement and the license grant was effective upon execution of the agreement;

·                  the fees were non-refundable and not contingent
upon future product shipments by the licensee; regardless of whether the
licensee ever shipped any product, the Company would not be obligated to refund
any of the fees; and

·                  the fees were payable by the licensee
in a time period consistent with the Company’s normal billing terms.

2

·                  Post-production prepaid royalties - we
recognized $950,000 as royalty revenues upon execution of license renewal
agreements or amendments with each of three licensees.  Two of these agreements, representing
$450,000 included terms providing that:

·                  the prepaid royalty fees were buy-outs
of future royalty obligations under the original license agreements, under
which each of the licensees already had commenced production and shipment of
products incorporating the Company’s licensed technology;

·                  the royalty buy-out fees were
non-refundable, and regardless of whether the licensees shipped any additional
product, the Company would not be obligated to refund any of the fees; and

·                  the Company had no remaining
performance obligations to the licensees.

The third
agreement, representing $500,000 of up-front revenue, included terms providing:

·                   a license grant allowing the licensee
to use the Company’s technology to manufacture products for itself and its
customers at the 65-nanometer and earlier generation semiconductor
manufacturing process nodes;

·                  a non-refundable prepaid royalty that
was not contingent upon the licensee continuing production of existing products
or beginning production of new products; and

·                  an obligation for the Company to
develop and obtain silicon qualification for memory reference designs for the
90-nanometer and 65-nanometer semiconductor manufacturing process nodes.

Based on our evaluation of
the revenue recognition criteria set forth in SAB Topic 13A, we determined that
those prepaid post-production royalty fees should be recorded as revenue upon
execution of the agreements for the following reasons:

·                  we executed formal agreements with the
licensees;

·                  in the agreements where $450,000 of up-front
revenue was recognized, no deliverables or development or support services were
required because the licensees had already commenced production and shipment of
the royalty-bearing products incorporating the Company’s technology;

·      in
the agreement where $500,000 of up-front revenue was recognized, the agreement
provided for multiple deliverables and we determined that we had established
the fair value of the undelivered element of the

3

arrangement
and thus recognized the prepaid royalty fees using the residual method as set
forth in paragraph 12 of EITF No. 00-21;

·                  the prepaid royalty fees were
non-refundable and were not contingent upon future product shipments by the
licensees; and

·                  the prepaid royalty fees were payable
by the licensees within a time period consistent with the Company’s normal
billing terms.

·                  Pre-production prepaid royalties - we
recognized $650,000 as license revenue from three agreements using the
percentage of completion method of accounting as outlined in SOP No. 81-1.
No revenue was recognized upon execution of those agreements because they
included undelivered elements for which there was no objective and reliable
evidence of the fair value (paragraph 16 of EITF No. 21).

2.              In this regard, if material,
please tell us how you considered the prepaid royalties as part of your Results
of Operations discussion in Management’s Discussion and Analysis.  We note your current disclosure states that
you generally recognize royalties in the quarter in which you receive the
licensee’s report.

In the Management’s
Discussion and Analysis section of our annual report on Form 10-K for the
year ended December 31, 2006, we discussed license revenue and royalty
revenue separately, as we consider them two distinct elements of our business
model. We view license revenue as representative of the revenue
streams derived solely from licensing our technology and royalty revenue as
representative of our revenue stream tied to our customers’ success in
manufacturing or selling products utilizing our technology.

For 2006 we did not believe there was a meaningful difference for
MD&A disclosure purposes between license revenues measured as “prepaid
pre-production” royalties and other license revenues, or between royalties
received in the form of “prepaid post-production” royalties and royalties
received under other kinds of royalty provisions.  We classify pre-production prepaid royalties
within reported license revenue because they are paid as part of the initial
license fee and not with respect to products being produced by the
licensee.  We classify post-production
royalties within reported royalty revenues because the revenue is directly tied
to licensees’ use of our technology in their currently shipping commercial
products.  To address the prepaid
royalties would have involved detailed discussions of particular license
agreements, which we did not consider additive to an understanding of our
business model and operations for that year.
In addition, every transaction is the result of a unique negotiation and
the specific

4

terms are either required to be kept confidential or are competitively
sensitive for us and our customers, so we generally do not discuss particular
license agreements made in the ordinary course of our business.

Note 4. Asset Acquisitions, page 64

3.              We note that one of the
components of purchased intangible assets related to your 2007 asset purchases
is an assembled workforce.  Please tell
us why you believe this allocation is appropriate based on the guidance in
paragraph 39 of SFAS 141.

We applied the guidance of
EITF Issue No. 98-3 to determine whether our asset purchase transactions
constituted a business combination.  We
evaluated the inputs, processes and outputs related to the acquired assets and
determined:

·                  the transferred assets included
certain technology (know-how), patents, permits, equipment and engineers;

·                  the transferred assets did not include
commercially-ready products, license agreements with third party vendors
enabling us to fully utilize the acquired technology, customer base, sales
force, marketing function or accounting and human resource teams;

·                  the
transferred assets did not include any customers, and none of the technology
acquired was generating any revenue; and

·                  the
degree of difficulty and level of investment necessary to obtain commercially-ready
products, market the products and secure licensees for the products to generate
revenue after the acquisition date was considered significant.

Based on this evaluation, we
concluded that our asset purchase transactions did not constitute a business
combination and should not be accounted for under SFAS No. 141. As a
result, we accounted for the transactions as asset purchases,  and followed the guidance set forth in SFAS No. 142,
paragraph 9, footnote 7, which states:

 “Statement No. 141 requires
intangible assets acquired in a business combination that do not meet certain
criteria to be included in the amount initially recognized as goodwill. Those
recognition criteria do not apply to intangible assets acquired in transactions
other than business combinations.” (emphasis added)

We determined that the assembled workforce was an acquired intangible
asset and recorded it at fair value, which was determined with the assistance
of an independent valuation specialist.

5

Form 10Q for Quarter Ended September 30,
2008

Note 1. The Company and Summary of
Significant Accounting Policies, page 6

Investments, page 9

4.              We note that as of September 30,
2008, you had classified $8.3 million (net of $0.9 million in unrealized
losses) of your auction rate securities as long-term investments due to the
disruption in the credit markets that resulted in widespread failed
auctions.  We also note that you used
Level 3 inputs to measure the fair value of the auction rate securities because
there has not been a successful auction since February 2008.  Please address the following:

·                  Please note that paragraphs 32
and 33 of SFAS 157 require an entity to describe the inputs and the information
used to develop those inputs for both recurring and nonrecurring fair value
measurements using significant unobservable inputs (Level 3).  Please explain to us in greater detail about
the methodology and the assumptions you employed to measure the auction rate
securities.  Refer to FSP FAS 157-3 for
further guidance.  Further, please expand
your disclosure to address our concern in future filings.

We
determined that the discounted cash flow method most appropriately estimated
fair value of our auction rate securities (“ARS”) at September 30,
2008.  Other methods considered were the
market and cost approach, but, due to the current illiquidity of the
securities, we believed these methods would not properly reflect fair value.  We used then-current market conditions and
utilized a discounted cash flow valuation model that included the following
significant inputs and considerations:

·                  projected interest income and principal payments through the expected
holding period;

·      a market risk adjusted discount rate, which
was based on actual securities traded in the open market that had similar
collateral composition to the ARS as of September 30, 2008, adjusted for
an expected yield premium of approximately 140 basis points to compensate for
the current lack of liquidity resulting from failing auctions for such
securities; and

·                  no default or collateral value risk adjustments were considered for the
discount rate, because all of the issuers were AAA-rated by nationally
recognized rating agencies, and the ARS were collateralized by student loans,
the repayments of which were substantially guaranteed by the U.S. Department of
Education.

In future filings, we will describe the inputs
and the information used to develop those inputs for both recurring and non-recurring fair value
measurements using significant unobservable inputs and will provide greater
detail about the methodology and the assumptions we employed to measure the
auction rate securities.

6

·                  Also in this regard, please
explain to us and expand your disclosure in future filings why the decline in
the fair value of the auction rate securities has not been
other-than-temporary.  Refer to FSP FAS
115-1 for further guidance.

As
noted in SAB Topic 5M, “management should consider all available evidence to
evaluate the realizable value of its investments.”  After considering all such evidence the
Company believed there were no “other than temporary” declines in the fair
value of its ARS at September 30, 2008 for the following reasons:

·                  the creditworthiness of the issuers had not
deteriorated, as they continued to be AAA-rated by the nationally recognized
rating agencies and repayment of the underlying obligations was substantially
guaranteed by the U.S. Department of Education;

·                  interest continued to be paid by the issuers
at the original contractual rates or higher default rates; and

·                  we received a summary of settlement terms
from UBS Financial Services, Inc. (“UBS”) in August 2008, which outlined
potential terms under which UBS would purchase the ARS from the Company at par
value over a period of time between June 2010 and June 2012.  We executed this settlement agreement with
UBS in mid-November 2008. We currently have the ability and intent to hold
our ARS until they can be liquidated in a market that facilitates orderly
transactions or are purchased by UBS under the settlement.

We will
include disclosure in our future filings to explain why we deem the decline in
fair value to not be “other-than-temporary.”

5.              We note that approximately 36% of
your cash equivalents and available for sale securities were measured based on
level 2 inputs.  Your discussion
regarding the inputs used to measure fair value does not appear to be specific
to your investments.  Please tell us more
about the inputs used, including how you obtain these inputs, what they
represent and how you are able to

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

December 30, 2005

Via Facsimile and U.S. Mail

Alan B. Kalin Bingham McCutchen LLP 1900 University Avenue East Palo Alto, California 94303
Re: Monolithic System Technology, Inc.
Schedule TO filed December 16, 2005
File No. 5-78033
Dear Mr. Kalin:

We have reviewed the above-referenced filing and have the following comments.
General

Determination of Validity, page 15
1. We note your statement on page 15 that your determinations will be “final and binding.”  Please revise this sentence to more precisely define its scope.  It appears that your interpretation of the terms of the tender offer may not necessarily be final and binding on all parties.  The judgments of courts of competent jurisdiction are generally considered final and binding in such matters.
2. Refer to your statement reserving the right to “waive any or all of the conditions of the Offer for all Eligible Participants.” Please revise to clarify that if you waive a condition, you must waive it for all holders.
3. The statement that “no one will be liable for failing to give notice of any defects or irregularities” appears to be an inappropriate limitation on liability.  Please revise to clarify what is meant by “liable.”
Closing Comments

As appropriate, please amend your documents in response to these comments.  You may
wish to provide us with marked copies of the amendment, if required, to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.  In addition, due to

December 30, 2005
Page 2
the omission of financial statements, we believe a supplement needs to be sent to security
holders.      In connection with responding to our comments, please provide, in writing, a statement from all filing persons acknowledging that:
‚ you are responsible for the adequacy and accuracy of the disclosure in the filings;
‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and
‚ you 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
 Please direct any questions to me at (202) 551-3345.

      S i n c e r e l y ,
          Michael Pressman        O f f i c e  o f  M e r g e r s
and Acquisitions