UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 19, 2024

ALPHA & OMEGA SEMICONDUCTOR Ltd

(Exact Name of Registrant as Specified in Its Charter)

001-34717

(Commission File Number)

Bermuda	00-0000000
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

Clarendon House, 2 Church Street

Hamilton, Bermuda HM 11

(Address of principal executive offices, including zip code)

(408) 830-9742

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares		AOSL		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K filed by Alpha and Omega Semiconductor Limited (the “Company”) with the Securities and Exchange Commission on November 25, 2024 (the “Original Form 8-K”). This Amendment is being filed solely to remove certain disclosures in the Original Form 8-K relating to description of consultation services provided by Deloitte & Touche LLP (“Deloitte”), which was not required to be disclosed pursuant to Item 304(a)(2) of Regulation S-K.

Except as expressly noted above, this Amendment does not modify or update in any way disclosures made in the Original Form 8-K. Accordingly, this Amendment should be read in conjunction with the Original Form 8-K.

Item 4.01 Changes in Registrant’s Certifying Accountant.

Dismissal of Independent Registered Public Accounting Firm

On November 19, 2024, the Audit Committee of the Board of Directors of Alpha and Omega Semiconductor Limited (the “Company”) approved the dismissal of Baker Tilly US, LLP (“Baker Tilly”) as the Company’s independent registered public accounting firm, effective immediately.

The audit reports of Baker Tilly on the Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principle. The audit report of Baker Tilly on the effectiveness of internal control over financial reporting as of June 30, 2023 indicated that the Company did not maintain effective internal control over financial reporting as of June 30, 2023, because of the effect of the material weakness, described below

During fiscal years ended June 30, 2024 and 2023, and the subsequent interim period through November 19, 2024, there were no disagreements as described under Item 304(a)(1)(iv) of Regulation S-K with Baker Tilly on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Baker Tilly, would have caused Baker Tilly to make reference to the subject matter thereof in connection with its reports on the financial statements of the Company for such years. In addition, during the fiscal years ended June 30, 2024 and 2023, and the subsequent interim period through November 19, 2024, there were no reportable events as described under Item 304(a)(1)(v) of Regulation S-K, except for the material weakness in the Company’s internal control over financial reporting, as reported in Item 9A of Part II of the Company’s Annual Report on Form 10-K for the year ended June 30, 2023, filed with the U.S Securities and Exchange Commission (“SEC”) on August 29, 2023, related to (i) ineffective design and maintenance of effective information technology general controls in the areas of user access, and segregation of duties for one of the information technology systems that supports the Company’s financial reporting over inventory (work in process and finished goods) in costing; and (ii) failure to identify and test controls to ensure the reliability of the costing of inventory (work in process and finished goods). The Company remediated the material weakness as of June 30, 2024, as reported in Item 9A of Part II of the Company’s Annual Report on Form 10-K for the year ended June 30, 2024, filed with the SEC on August 23, 2024. The Company and the Audit Committee have discussed the reportable event described above with Baker Tilly and have authorized Baker Tilly to respond fully to the inquiries of the successor independent registered public accounting firm concerning this material weakness.

The Company has provided Baker Tilly with a copy of this Current Report on Form 8-K and requested that Baker Tilly furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of Baker Tilly’s letter, dated November 25, 2024, was filed as Exhibit 16.1 to the Original Form 8-K.

Appointment of New Independent Registered Public Accounting Firm

Effective as of November 19, 2024, the Audit Committee of the Board of Directors of Alpha and Omega Semiconductor Limited (the “Company”) approved the appointment of Deloitte & Touche LLP (“Deloitte”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025, subject to Deloitte’s completion of its standard client acceptance procedures.

During the two fiscal years ended June 30, 2024 and 2023, and the subsequent interim period through November 19, 2024, neither the Company nor anyone acting on its behalf has consulted with Deloitte with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided that Deloitte concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue; (ii) any matter that was the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K of Securities and Exchange Act of 1934, as amended, and the related instructions thereof; or (iii) a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 4, 2025


	Alpha and Omega Semiconductor Limited

	By:		/s/ Yifan Liang
	Name:		Yifan Liang
	Title:		Chief Financial Officer and Corporate Secretary

ALPHA & OMEGA SEMICONDUCTOR Ltd 8-K/A