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

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

January 20, 2026

Via EDGAR

Mr. Jeff Gordon
Division of Corporation Finance
Securities and Exchange Commission
100 F Street
Washington, DC 20549

Re: SemiLEDs Corp

Form 10-K for the fiscal year ended August 31, 2025

Filed November 28, 2025

File No. 001-34992

Dear Sirs:

In responding to your comment letter dated January 12, 2026, please see our response below:

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

Response:

We have expanded our disclosures in the Summary of Significant Accounting Policies - Revenue Recognition in footnote 2 to Notes to Unaudited Condensed Consolidated Financial Statements and in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies End estimates in our Form 10-Q for the first fiscal quarter ended November 30, 2025 filed on January 14, 2026, and will continue disclosing them plus the new language in brackets below in our future filings. We added the following disclosures:

Gross Versus Net Revenue

ASC 606 provides guidance on proper recognition of principal versus agent considerations which is used to determine gross versus net revenue recognition. Under ASC 606, the core objective of the guidance on gross versus net revenue recognition is to help determine whether an entity is a principal or an agent in a transaction. In general, the primary difference between these two is the performance obligation being satisfied. The principal has a performance obligation to provide the desired goods or services to the end customer, whereas the agent arranges for the principal to provide the desired goods or services. Additionally, a fundamental characteristic of a principal in a transaction is control. A principal substantively controls the goods and services before they are transferred to the customer as well as controls the price of the good or service being provided. An agent normally receives a commission or fee for these activities. In addition to control, the level at which an entity controls the price of the good or service being transferred determines principal versus agent status. The more discretion over setting price a company has in providing the good or service, the more likely they are considered a principal rather than an agent. Under the guidance when another party is involved in providing a good or service to a customer, an entity is a principal if the entity obtains control of the asset or right to a service performed by the other party.

The Company’s revenues were substantially derived from buy-sell purchase orders of equipment.

Under buy-sell purchase orders, the Company purchases certain machinery and equipment (the Goods) from vendors and sells them to customers. [The Company obtains control of the Goods and bears the risk of inventory loss once the vendor ships the Goods to the Company.] Control of the Goods, including title and risk of loss, transfers to customers upon delivery at their designated seaport, and the Company has discretion in establishing prices. Accordingly, revenue from these transactions is recognized at the gross sales price.

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

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