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indie Semiconductor

32 Journey

Aliso Viejo, CA 92656

+1 (949) 608-0854

September 26, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Dale Welcome and Anne McConnell

Re:    indie Semiconductor, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2024

Filed March 3, 2025

Form 8-K Filed August 7, 2025

File No. 001-40481

Dear Mr. Welcome and Ms. McConnell:

indie Semiconductor, Inc. (the “Company” or “indie” or “we”) is in receipt of a comment letter dated August 22, 2025 (the “Comment Letter”) from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission relating to the above-referenced filing.

We submit this letter in response to the Comment Letter. For ease of reference, we have set forth the Staff’s comment in italics and the Company’s corresponding response below.

Form 10-K for the Fiscal Year Ended December 31, 2024

Consolidated Financial Statements

Note 1 - Nature of the Business and Basis of Presentation

Basis of Presentation, page 63

1.We note the consolidated financial statements include Wuxi indie Microelectronics (“Wuxi”), a Chinese entity with approximately 59% voting controlled and approximately 34% owned by the company as of December 31, 2024, as well as Wuxi’s wholly-owned subsidiaries. Please address the following items.

•Explain the equity structure of Wuxi and tell us how you determined your ownership interest and voting control.

Wuxi indie Microelectronics Technology Co., Ltd. (“Wuxi”) was incorporated in Wuxi, China in 2017.  Ay Dee Kay, LLC (“ADK”), the accounting predecessor for indie Semiconductor, Inc., was an initial investor in Wuxi, holding approximately 73% of the total outstanding shares of Wuxi at inception. Since then, Wuxi has raised multiple rounds of additional funding from third party investors, which has resulted in dilution of ADK’s initial equity ownership. As of December 31, 2024, ADK holds approximately 34% of the total outstanding equity of Wuxi.

  The remaining outstanding equity is held by unrelated third-party investors and employees of Wuxi. All of the Wuxi employees hold their equity in Wuxi through an employee equity management company (“ESOP”).

	The Company, through various agreements between ADK and Wuxi that are discussed below, has voting control at both the stockholder and board level of Wuxi. These arrangements are common in China.

	In 2021, ADK entered into a Voting Rights Entrustment Agreement (“Voting Agreement”) with Wuxi’s ESOP, in which Wuxi’s ESOP, on behalf of all Wuxi employees, entrusted ADK with voting power over all of the Wuxi’s employees’ shares.  The Voting Agreement was renewed in February 2024 and terminates upon the earlier of (i) the occurrence of a qualified liquidation event, as determined by ADK at its sole discretion; (ii) three years from the date of the listing of Wuxi on a public exchange; or (iii) both parties reaching a mutual agreement to terminate the Voting Agreement. Through this Voting Agreement, ADK had combined voting control of approximately 59% of the outstanding equity of Wuxi as of December 31, 2024. This percentage has not changed as of the date of this letter.

	While ADK’s 34% equity ownership gives us the ability to direct any supermajority shareholder voting outcomes, ADK’s rights under the Voting Agreement give ADK voting control over Wuxi by providing ADK the ability to direct all majority shareholder voting outcomes.

	In addition to the Voting Agreement which applies to shareholder voting matters, voting agreements are also in place at the Wuxi board of directors level. Currently, there are nine board members at Wuxi. Donald McClymont, the Company’s Chief Executive Officer, serves as ADK’s designee to the Board of Directors of Wuxi. There are also separate voting agreements with four of the other eight Wuxi directors. Each of these four voting agreements provides that the counterparty director will vote along with the ADK designee to Wuxi’s Board of Directors on all board matters that require consensus, and in the event of a disagreement, the counterparty director will vote consistent with ADK’s designee on all board matters. This gives ADK, through its director designee voting control at the Wuxi board level.

•Based on disclosures in your Form 8-K, filed May 19, 2025, we note you entered

into a non-binding agreement to sell your equity interest in Wuxi subject to negotiation and execution of definitive agreements, completion of due diligence and receipt of applicable regulatory approvals; however, we noted no disclosures related to the potential sale and its possible impact on your financial statements, including the significance of this entity to your results of operations and financial condition, in your Form 8-K or

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  Form 10-Q for the quarter ended June 30, 2025. Tell us, and revise future filings to discuss and quantify to the extent material, the potential impact of the sale on your financial statements.

The Company respectfully advises the Staff that for the quarter ended June 30, 2025 and through the date of this letter, the agreement to sell our equity interest in Wuxi remains non-binding, with terms still under negotiation. Although we anticipate signing a definitive agreement with UFA, the decision to move forward with a binding agreement, if any, is solely within the Company’s discretion. Additionally, should the Company enter into a definitive agreement with UFA, local regulatory approval will be required for the transaction to become effective.

For the three and six months ended June 30, 2025, Wuxi accounted for 42% and 38% of indie’s consolidated revenue, respectively, and approximately 10% of indie’s consolidated operating expenses for each period. Further, for the three and six months ended June 30, 2025, Wuxi accounted for approximately 10% and 2% of indie’s consolidated total assets and total liabilities, respectively.

In future filings, the Company will provide additional disclosure within Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations to discuss and quantify, to the extent material, the potential impact of the potential sale of the Wuxi equity interest on our results of operations and financial condition.  The following illustrates this disclosure as of and for the three and six months ended June 30, 2025:

“Potential Divestiture of Wuxi

In May 2025, the Company entered into a non-binding agreement with United Faith Auto-Engineering Co., Ltd., a publicly-listed company in the People’s Republic of China (“United Faith”), to sell up to all of its equity interest in Wuxi, comprising 34% as of June 30, 2025. The consummation of any transaction is subject to negotiation and execution of definitive agreements, completion of due diligence and receipt of applicable local regulatory approvals. During the period between entering into a definitive agreement with United Faith and prior to closing the transaction, the divestiture of Wuxi will meet the criteria to be reported as discontinued operations when indie determines that it is probable that United Faith will receive all necessary local regulatory approvals within the requisite period under applicable accounting guidance. Upon the completion of this potential divestiture, indie would expect to fully de-consolidate the financial results of Wuxi and in return, to recognize a pre-tax gain/loss upon completion of the transaction, which would be presented in the Consolidated Statements of Operations. For the three and six months ended June 30, 2025, Wuxi accounted for 42% and 38% of indie’s consolidated revenue,

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  respectively, and approximately 10% of indie’s consolidated operating expenses for each period. Further, as of June 30, 2025, Wuxi accounted for approximately 10% and 2% of indie’s consolidated total assets and total liabilities, respectively. Following any de-consolidation of Wuxi, the Company will no longer include any financial results of Wuxi in its future consolidated financial statements.

As of June 30, 2025, the agreement between indie and United Faith remains non-binding and uncertain, and its terms are still under negotiation, including terms related to pricing.”

In our future periodic filings, we also plan to include additional disclosure in the notes to the financial statements to discuss the potential sale of our investment in Wuxi more fully.

Note 8 - Goodwill, page 82

2.We note your disclosure that "There were no other indicators of impairment noted during the years ended December 31, 2024, 2023 and 2022"; however, we also note you recorded material operating losses during each period, negative operating cash flows during each period, and gains on fair value adjustments for contingent consideration related to business combinations. Please more fully explain to us your consideration of these indicators in your impairment analyses of goodwill and intangible assets as of your most recent impairment tests. In addition, revise future filings to more fully disclose and discuss the material estimates and assumptions underlying your impairment analyses.

The Company notes the Staff’s comment and respectfully advises the Staff that the Company acquired several entities during the years of 2024, 2023 and 2022, which resulted in the recording of intangible assets, including goodwill. indie has two reporting units (Legacy indie and Photonics) and conducts its annual goodwill impairment test at a reporting unit level in accordance with ASC 350 on October 1 of each year. ASC 350 allows entities to first use a qualitative approach to test goodwill for impairment. As further detailed below, after applying a qualitative analysis as of each applicable impairment test date, the Company concluded that it was s not more likely than not that the fair values of its reporting units were less than their carrying amounts.

In 2022 the Company completed its final purchase price valuation for its 2021 acquisition of TeraXion, which created the Photonics reporting unit in addition to its existing reporting unit of Legacy indie. At the time, largely due to the close proximity between the closing of the acquisition of TeraXion, which established the initial value of goodwill based on a fair value assessment for that reporting unit, and the annual impairment assessment, the Company concluded that it was more likely than not that the fair value of the Photonics reporting unit exceeded its carrying value.

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  The Company determined there were no other considerations under ASC 350-20-35-3C or other factors that led management to believe otherwise.

In September 2023, the Company acquired Exalos AG, which further expanded the Photonics reporting unit.

In both 2023 and 2024, the Company considered the factors described in ASC 350-20-35-3C, along with other factors, with respect to the Photonics reporting unit during its annual goodwill impairment assessment, and noted none of the following:

•Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets;

•Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (consider in both absolute terms and relative to peers), a change in the market for an entity’s products or services, or a regulatory or political development;

•Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows;

•Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation;

•Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing of all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit; or

•Recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit.

The Company did note continuing operating losses at the Photonics reporting unit. However, when considering the financial performance of this reporting unit, the Company also noted the following:

•It is common for companies in the automotive semiconductor design sector to report operating losses during the initial research and development phase. These losses primarily reflect substantial upfront investment in product design, engineering and testing costs prior to generating meaningful commercial revenue for each product. In other words, there is generally a long ramp-up phase between the design and the release of a product. During such ramp-up periods, companies often reflect significant negative cash flow on their financial statements. However, once the product enters the market, revenues are expected to scale meaningfully given the long

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  production cycles and volume commitments typical to the automotive industry. Over time, these revenues are expected to offset the accumulated losses and support sustainable profitability, including ongoing positive cash flow. Although the Company recorded net operating losses at a consolidated level for 2024, 2023 and 2022 (as noted by the Staff), and at the Photonics reporting unit level in these same years, such financial performances were consistent with the aforementioned industry trend and were in-line with management’s expectations. Separately, while the Photonics reporting unit recorded an operating loss, it was expected to grow organically and its financial results were actually strengthened by the acquisition of Exalos AG. With the acquisition of Exalos AG, their technological specialization and expertise further expanded the Photonics reporting unit and allowed it to be relatively inelastic toward the competition in its relative market;

•Through various market study data and analyst reports prepared by credible sources, the automotive semiconductor market and the automotive LiDAR sector (the two main sectors relevant to the Photonics reporting unit) continued to show future growth and optimism globally, even while the macroeconomic environment had mixed performance (e.g., slower than expected recovery in the global market but stronger than expected performance in the domestic market);

•On October 1 of both years, the Photonics reporting unit continued to forecast, similar to prior years, a significant medium to long-term revenue stream related to the automotive LiDAR business that was believed to have a high likelihood of achievement. Due to the recent achievement of these technologies, LiDAR revenues were not a part of the initial valuations when TeraXion or Exalos AG were acquired. The high likelihood of this revenue stream was supported by (i) the favorable outlook in the automotive semiconductor and automotive LiDAR sector noted above, (ii) the launch of indie’s own award-winning automotive LiDAR solution (Surya 1) and the positive feedback/interest it received from Tier-1 automotive suppliers, and (iii) the general trend of the LiDAR technology market’s continued shift towards coherent LiDAR (i.e., technology used by indie’s LiDAR solution);

•There was sufficient capital to support the Photonics reporting unit’s ongoing operational and growth needs both through its existing business and the ongoing support from its parent, indie Semiconductor, Inc.; and

•Lastly, there were no events affecting the Photonics reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectatio