As filed with the Securities and Exchange Commission on May 8, 2024
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
________________________________

ALPHA AND OMEGA SEMICONDUCTOR LIMITED
(Exact name of registrant as specified in its charter)
________________________________

Bermuda77-0553536
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
(Address of principal registered offices) (Zip Code)
________________________________

Alpha and Omega Semiconductor Limited 2018 Omnibus Incentive Plan
Alpha and Omega Semiconductor Limited 2018 Employee Share Purchase Plan

(Full title of the Plans)
________________________________

Stephen C. Chang
Chief Executive Officer
c/o Alpha and Omega Semiconductor Incorporated
475 Oakmead Parkway
Sunnyvale, California 94085
(Name and address of agent for service)
(408) 830-9742
(Telephone number, including area code, of agent for service)
________________________________

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
xo
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
Emerging Growth Company
o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act o

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PART II
Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference

Alpha and Omega Semiconductor Limited (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

•The Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on August 29, 2023;

•The information specifically incorporated by reference into the Registrant’s annual report on Form 10-K for the year ended June 30, 2023 from the Registrant’s definitive proxy statement relating to its 2023 Annual General Meeting of Shareholders, which was filed with the Commission on September 25, 2023;

•All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by its Annual Report referred to above, other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items; and

•The Registrant’s Registration Statement No. 001-34717 on Form 8-A filed with the Commission on April 22, 2010, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in which there is described the terms, rights and provisions applicable to the Registrant’s outstanding Common Shares.

All reports and definitive proxy or information statements, if any, filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicate that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests of Named Experts and Counsel

Not Applicable

Item 6. Indemnification of Directors and Officers

The Registrant is a Bermuda exempted limited liability company. Under Bermuda law, a company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Bermuda law further provides that a company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda. The Registrant’s bye-laws provide that it shall indemnify its officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty. Furthermore, Bermuda law permits the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may
2

otherwise indemnify such officer or director. The Registrant has purchased and maintained a directors’ and officers’ liability policy for such a purpose.

Pursuant to the Registrant’s indemnification agreements with its directors and officers, the Registrant agrees to indemnify its directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8. Exhibits

Exhibit
Number		Exhibit
4.1Instruments Defining the Rights of Security Holders. Reference is made to Registrant’s Registration Statement No. 001-34717 on Form 8-A filed with the Commission on April 22, 2010 which is incorporated herein by reference pursuant to Item 3 to this Registration Statement.
5.1
23.1
23.2
23.3Consent of Conyers Dill & Pearman is contained in Exhibit 5.1.
24.1Power of Attorney. Reference is made to page 6 of this Registration Statement.
99.1(1)Alpha and Omega Semiconductor Limited 2018 Omnibus Incentive Plan.
99.2(2)Alpha and Omega Semiconductor Limited 2018 Employee Share Purchase Plan.
107Filing Fee Table (filed herewith).

(1)Exhibit 99.1 is incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on September 25, 2023.
(2)Exhibit 99.2 is incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on September 25, 2023.

Item 9. Undertakings

A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement; (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Registrant's 2018 Omnibus Incentive Plan and Employee Share Purchase Plan.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into this Registration Statement shall be deemed to be a new
3

registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, in the State of California on this 8th day of May, 2024.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED
By: /s/ Stephen C. Chang
Name: Stephen C. Chang
Title: Chief Executive Officer

5

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That each person whose signature appears below constitutes and appoints Stephen C. Chang, Chief Executive Officer, and Yifan Liang, Chief Financial Officer, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

SignatureTitleDate
/s/ Stephen C. ChangChief Executive Officer and Director (Principal Executive Officer)May 8, 2024
Stephen C. Chang
    /s/ Mike F. Chang, Ph.D.Executive Chairman and Chairman of the Board (Principal Executive Officer)May 8, 2024
Mike F. Chang, Ph.D.
  /s/ Yifan LiangChief Financial Officer and Corporate Secretary (Principal Financial Officer and Principal Accounting Officer)May 8, 2024
Yifan Liang
/s/ Lucas S. Chang, Ph.D.DirectorMay 8, 2024
Lucas S. Chang, Ph.D.
/s/ Claudia ChenDirectorMay 8, 2024
Claudia Chen
/s/ So-Yeon Jeong
DirectorMay 8, 2024
So-Yeon Jeong
/s/ Hanqing (Helen) Li
DirectorMay 8, 2024
Hanqing (Helen) Li
/s/ King Owyang, Ph.D.DirectorMay 8, 2024
King Owyang, Ph.D.
/s/ Michael L. PfeifferDirectorMay 8, 2024
Michael L. Pfeiffer
/s/ Michael J. SalamehDirectorMay 8, 2024
Michael J. Salameh

6

EXHIBIT INDEX
 
Exhibit
Number		Exhibit
4.1
5.1
23.1
23.2
23.3
24.1
Power of Attorney. Reference is made to page 6 of this Registration Statement.
99.1(1)
99.2(2)
107
(1)Exhibit 99.1 is incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on September 25, 2023.
(2)Exhibit 99.2 is incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on September 25, 2023.

7


Exhibit 107

CALCULATION OF FILLING FEE TABLES

Form S-8
(Form Type)


ALPHA AND OMEGA SEMICONDUCTOR LIMITED
(Exact Name of Registrant as Specified in Its Charter)

Table 1 – Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation RuleAmount Registered Proposed Maximum Offering Price per Unit (3)Maximum Aggregate Offering PriceFee RateAmount Registration Fee
EquityCommon Shares, $0.002 par value per shareOther427,000 (1)$21.39$9,131,395 $147.60 per $1,000,000$1,347.79 
EquityCommon Shares, $0.002 par value per shareOther1,200,000 (2)$21.39$25,662,000 $147.60 per $1,000,000$3,787.71 
Total Offering Amounts$34,793,395 $5,135.51 
Total Fee Offsets$0.00 
Net Fee Due$5,135.51 



(1)
Represents Common Shares issuable under the Registrant’s 2018 Omnibus Incentive Plan (the “Omnibus Plan”). Additionally, this Registration Statement shall also cover any additional Common Shares which become issuable under the Registrant’s 2018 Omnibus Incentive Plan by reason of any share dividend, share split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Registrant’s Common Shares.
(2)
Represents Common Shares issuable under the Registrant’s 2018 Employee Share Purchase Plan (the “Purchase Plan”). Additionally, this Registration Statement shall also cover any additional Common Shares which become issuable under the Registrant’s 2018 Employee Share Purchase Plan by reason of any share dividend, share split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Registrant’s Common Shares.
(3)
Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices per share of Registrant’s Common Shares on May 1, 2024 as reported by the NASDAQ Global Select Market.


Exhibit 5.1

8 May 2024
Matter No.: 813844
Doc. Ref.:109928869
David.Lamb@conyers.com

Alpha and Omega Semiconductor Limited
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda


Dear Sir/ Madam,

Re: Alpha and Omega Semiconductor Limited (the “Company”)

We have acted as special Bermuda legal counsel to the Company in connection with a registration statement on Form S-8 filed by the Company with the United States Securities and Exchange Commission (the “Commission”) on or about the date hereof (the “Registration Statement”, which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of (i) 427,000 Common Shares, par value US$0.002 per share (the “Shares”), issuable under the Company’s 2018 Omnibus Incentive Plan and (ii) 1,200,000 Shares issuable under the Company’s 2018 Employee Share Purchase Plan (collectively, the “Plans”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) (the Shares in (i) and (ii) together, the “Registered Shares”).
1.DOCUMENTS REVIEWED
For the purposes of giving this opinion, we have examined the copies of following documents:
1.1.the Registration Statement; and
1.2.the Plans.
We have also reviewed:
1.3.copies of the memorandum of association and the bye-laws of the Company;
1.4.copies of the minutes of the annual general meeting of the shareholders of the Company respectively held on 9 November 2018, 8 November 2019, 11 November 2021, 29 November 2022 and 10 November 2023, unanimous written consent of the board of directors of the Company dated 10 September 2019 and 20 September 2023, certified extracts of the minutes of a meeting of the board of directors of the Company respectively held on 3 October 2018 and 12 August 2021, and minutes of a meeting of the board of directors of the Company held on 11 August 2022 (together, the “Resolutions”);


1.5.a certificate of compliance issued by the Registrar of Companies dated 6 May 2024; and
1.6.such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.
2.ASSUMPTIONS
We have assumed:
2.1.the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) of all documents examined by us and the authenticity and completeness of the originals from which such copies were taken;
2.2.that where a document has been examined by us in draft form, it will be or has been executed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;
2.3.the accuracy and completeness of all factual representations made in the Registration Statement, the Plans and other documents reviewed by us;
2.4.that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended;
2.5.that there is no provision of the law of any jurisdiction, other than the Bermuda, which would have any implication in relation to the opinions expressed herein;
2.6.that upon the issue of any Registered Shares, the Company will receive consideration for the exercise price thereof which shall be equal to at least the par value thereof;
2.7.that on the date of issuance of any of the Registered Shares the Company will have sufficient authorised but unissued shares;
2.8.that on the date of issuance of any award under the Plans, the Company will be able to pay its liabilities as they become due; and
2.9.the annual increase limits for the Plans will not be exceeded.
3.QUALIFICATIONS
3.1.We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Registered Shares by the Company pursuant to the Plans and is not to be relied upon in respect of any other matter.




4.OPINION
On the basis of and subject to the foregoing, we are of the opinion that:
4.1.The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority under the Companies Act 1981, or to pay any Bermuda government fee or tax, which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).
4.2.When issued and paid for in accordance with the terms of the Plans, the Registered Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.


Yours faithfully,
By: /s/Conyers Dill & Pearman
Conyers Dill & Pearman





Exhibit 23.1



Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Alpha and Omega Semiconductor Limited (the “Company”) of our report dated August 29, 2023 relating to the consolidated financial statements, the financial statement schedule, and the effectiveness of internal control over financial reporting of the Company, which appears in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023.

/s/ Baker Tilly US, LLP

Mountain View, California
May 8, 2024




Exhibit 23.2


Consent of Independent Registered Public Accounting Firm

Alpha and Omega Semiconductor Limited
Sunnyvale, California

We hereby consent to the incorporation by reference in this Registration Statement of our reports dated September 19, 2022, relating to the consolidated financial statements, schedule and the effectiveness of internal control over financial reporting, of Alpha and Omega Semiconductor Limited (the Company) appearing in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022.


/s/ BDO USA, P.C.
San Jose, California
May 8, 2024






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