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                             May 12, 2020

       Cameron McAulay
       Chief Financial Officer
       Transphorm, Inc.
       75 Castilian Drive
       Goleta, CA 93117

                                                        Re: Transphorm, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted May 7,
2020
                                                            CIK No. 1715768

       Dear Mr. McAulay:

                                                        This is to advise you
that we do not intend to review your registration statement.

               We request that you publicly file your registration statement no
later than 48 hours prior
       to the requested effective date and time. Please refer to Rules 460 and
461 regarding requests for
       acceleration. 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.

                                                        Please contact Sherry
Haywood, Staff Attorney at (202) 551-3345 with any questions.




                             Sincerely,


                             Division of Corporation Finance

                             Office of Manufacturing