United States securities and exchange commission logo





                              October 14, 2021

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

                                                        Re: AXT, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-3
                                                            Filed September 24,
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
August 24, 2021 letter.

       Form S-3/A filed September 24, 2021

       Cover Page

   1.                                                   We note your response
to comment 2, and reissue our comment in part. Please address
                                                        how recent statements
and regulatory actions by China's government on the use of
                                                        variable interest
entities and data security or anti-monopoly concerns has impacted the
                                                        company's ability to
conduct its business. In addition, clearly state that such risks may
                                                        cause the value of your
securities to significantly decline or be worthless.
       Prospectus Summary, page 1

   2.                                                   We note your response
to prior comment 4. Please describe the significant regulatory,
                                                        liquidity, and
enforcement risks with cross-references to the more detailed discussion of
 Morris S. Young
AXT, Inc.
October 14, 2021
Page 2
      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.
3.    Provide a clear description of how cash is transferred through your
organization. Disclose
      your intentions to distribute earnings or settle amounts owed under your
operating
      structure. Quantify any cash flows and transfers of other assets by type
that have occurred
      between the holding company and its subsidiaries and direction of
transfer. Quantify any
      dividends or distributions that a subsidiary has made to the holding
company and which
      entity made such transfer, and their tax consequences. Similarly quantify
dividends or
      distributions made to U.S. investors, the source, and their tax
consequences. Describe any
      restrictions on foreign exchange and your ability to transfer cash
between entities, across
      borders, and to U.S. investors. Describe any restrictions and limitations
on your ability to
      distribute earnings from your businesses, including subsidiaries to the
parent company and
      U.S. investors as well as the ability to settle amounts owed.
Risk Factors, page 7

4.    We note your response to prior comment 6. 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; 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
October 14, 2021 Page 2
cc:       Andrew Hoffman
FirstName LastName