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United States securities and exchange commission logo





                               December 23, 2021

       Morris S. Young
       Chief Executive Officer
       AXT, Inc.
       4281 Technology Drive
       Freemont, California 94538

                                                        Re: AXT, Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-3
                                                            Filed December 3,
2021
                                                            File No. 333-258196

       Dear Mr. Young:

             We have reviewed your amended registration statement 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 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.
Unless we note
       otherwise, our references to prior comments are to comments in our
October 14, 2021 letter.

       Form S-3/A filed December 3, 2021

       Cover Page

   1.                                                   Provide a description
of how cash is transferred through your organization and disclosure
                                                        regarding your
intentions to distribute earnings or settle amounts owed under your
                                                        agreements. State
whether any transfers, dividends, or distributions have been made to
                                                        date.
   2.                                                   We note your response
to prior comment 1. We note your disclosures regarding 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
 Morris S. Young
FirstName
AXT, Inc. LastNameMorris S. Young
Comapany23,
December   NameAXT,
              2021    Inc.
December
Page 2    23, 2021 Page 2
FirstName LastName
         offer securities to investors and cause the value of such securities
to significantly decline
         or be worthless. Please also 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 accept
         foreign investments, or list on an U.S. or other foreign exchange.
Prospectus Summary, page 1

3.       Please disclose whether you are required to obtain any approvals to
offer securities to
         foreign investors, whether you have received such approvals and the
consequences to you
         and your investors if you do not receive or maintain the approvals,
inadvertently conclude
         that such approvals are not required, or applicable laws, regulations,
or interpretations
         change and you are required to obtain approval in the future.
4.       We note your response to prior comment 2. Please 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.       We note your response to prior comment 3. Please revise to clarify
what entity received
         the dividends. Please also include risk factor disclosure regarding
foreign exchange
         restrictions.
Risk Factors, page 9

6.       We note from the audit opinion that you have a U.S. based auditor that
is registered with
         the PCAOB and subject to PCAOB inspection. Please disclose any
material risks to the
         company and investors if it is later determined that the PCAOB is
unable to inspect or
         investigate completely your auditor because of a position taken by an
authority in a
         foreign jurisdiction. For example, disclose the risk that lack of
inspection could cause
         trading in your securities to be prohibited under the Holding Foreign
Companies
         Accountable Act and as a result an exchange may determine to delist
your securities.
7.       Please expand your risk factor disclosure to discuss that the United
States Senate passed
         the Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
         decrease the number of non-inspection years from three years to two,
thus reducing the
         time period before your securities may be prohibited from trading or
delisted.
8.       We note your response to prior 4 and reissue our comment. Please
revise to separately
 Morris S. Young
AXT, Inc.
December 23, 2021
Page 3
      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;
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.
      Please contact Sergio Chinos at (202) 551-7844 or Asia Timmons-Pierce at
(202) 551-
3754 with any questions.



                                                            Sincerely,
FirstName LastNameMorris S. Young
                                                            Division of
Corporation Finance
Comapany NameAXT, Inc.
                                                            Office of
Manufacturing
December 23, 2021 Page 3
cc:       Andrew Hoffman
FirstName LastName
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