United States securities and exchange commission logo
August 24, 2021
Morris S. Young
Chief Executive Officer
AXT, Inc.
4281 Technology Drive
Freemont, California 94538
Re: AXT, Inc.
Registration
Statement on Form S-3
Filed July 27, 2021
File No. 333-258196
Dear Mr. Young:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed July 27, 2021
Cover Page
1. Please disclose
prominently on the prospectus cover page that you are not a Chinese
operating company but a
Delaware company with operations conducted by your
subsidiaries based in
China and that this structure involves unique risks to investors.
Provide a
cross-reference to your detailed discussion of risks facing the company and the
offering as a result of
this structure.
2. Provide prominent
disclosure about the legal and operational risks associated with being
based in or having the
majority of the company s operations in China. Your disclosure
should make clear
whether these risks could result in a material change in your operations
and/or the value of
your common stock or could significantly limit or completely hinder
your ability to offer
or continue to offer securities to investors and cause the value of such
Morris S. Young
FirstName
AXT, Inc. LastNameMorris S. Young
Comapany
August 24, NameAXT,
2021 Inc.
August
Page 2 24, 2021 Page 2
FirstName LastName
securities to significantly decline or be worthless. Your disclosure
should address how
recent statements and regulatory actions by China s government, such
as those related to
the use of variable interest entities and data security or
anti-monopoly concerns, has or
may impact the company s ability to conduct its business, accept
foreign investments, or
list on an U.S. or other foreign exchange. Your prospectus summary
should address, but
not necessarily be limited to, the risks highlighted on the prospectus
cover page.
3. Clearly disclose how you will refer to the company, subsidiaries, and
other entities when
providing the disclosure throughout the document so that it is clear
to investors which
entity the disclosure is referencing and which subsidiaries or
entities are conducting the
business operations. Refrain from using terms such as we or
our when describing
activities or functions of a subsidiary or other entities. Disclose
clearly the entity
(including the domicile) in which investors are purchasing their
interest.
Prospectus Summary, page 1
4. In your summary of risk factors, disclose the risks that your
corporate structure and being
based in or having the majority of the company s operations in China
poses to investors.
In particular, describe the significant regulatory, liquidity, and
enforcement risks with
cross-references to the more detailed discussion of these risks in the
prospectus. For
example, specifically discuss risks arising from the legal system in
China, including risks
and uncertainties regarding the enforcement of laws and that rules and
regulations in
China can change quickly with little advance notice; and the risk that
the Chinese
government may intervene or influence your operations at any time, or
may exert more
control over offerings conducted overseas and/or foreign investment in
China-based
issuers, which could result in a material change in your operations
and/or the value of
your common stock. Acknowledge any risks that any actions by the
Chinese government
to exert more oversight and control over offerings that are conducted
overseas and/or
foreign investment in China-based issuers could significantly limit or
completely hinder
your ability to offer or continue to offer securities to investors and
cause the value of such
securities to significantly decline or be worthless.
5. Disclose each permission that you, your subsidiaries or your VIEs, if
any, are required to
obtain from Chinese authorities to operate and issue these securities
to foreign investors.
State whether you, your subsidiaries, or VIEs, if any, are covered by
permissions
requirements from the CSRC, CAC or any other entity that is required
to approve of the
VIE s operations, and state affirmatively whether you have received
all requisite
permissions and whether any permissions have been denied.
Risk Factors, page 6
6. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to separately highlight the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of your common stock. Also,
given recent
Morris S. Young
AXT, Inc.
August 24, 2021
Page 3
statements by the Chinese government indicating an intent to exert more
oversight and
control over offerings that are conducted overseas and/or foreign
investment in China-
based issuers, acknowledge the risk that any such action could
significantly limit or
completely hinder your ability to offer or continue to offer securities
to investors and
cause the value of such securities to significantly decline or be
worthless.
7. In light of recent events indicating greater oversight by the Cyberspace
Administration of
China over data security, particularly for companies seeking to list on a
foreign exchange,
please revise your disclosure to explain how this oversight impacts your
business and your
offering and to what extent you believe that you are compliant with the
regulations or
policies that have been issued by the CAC to date.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 or Asia
Timmons-Pierce,
Special Counsel, at (202) 551-3754 with any questions.
Sincerely,
FirstName LastNameMorris S. Young
Division of
Corporation Finance
Comapany NameAXT, Inc.
Office of
Manufacturing
August 24, 2021 Page 3
cc: Andrew Hoffman
FirstName LastName