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CORRESP
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    Embecta Corp.

    300 Kimball Drive, Suite 300

    Parsippany, NJ 07054

April
5, 2024

Via
EDGAR

Christie
Wong

Li
Xiao

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

Washington,
DC 20549

    Re:
    Embecta Corp. (the “Company,”
    “we,” “our” and similar terminology)

Form
10-K for Fiscal Year Ended September 30, 2023

Filed
November 29, 2023

Form
8-K dated February 9, 2024

File
No. 001-41186

Dear
Sir and Madam:

The
purpose of this letter is to respond to the comment letter dated March 28, 2024 received from the staff (the “Staff”) of
the U.S. Securities and Exchange Commission regarding the above-mentioned Annual Report on Form 10-K and Current Report on Form 8-K.
For your convenience, your original comments appear in bold text, followed by our response. We are concurrently filing Amendment No.
1 to the Annual Report on Form 10-K.

Form
10-K for Fiscal Year Ended September 30, 2023

Exhibits

    1.
    We
    note that the certifications provided as Exhibit 31.1 and Exhibit 31.2 for your Form 10-K for fiscal year ended September 30, 2023
    do not include paragraph 4(b) and the introductory language in paragraph 4, referring to your internal control over financial reporting.
    Please amend the filing to provide revised certifications. You may file an abbreviated amendment that is limited to the cover page,
    explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certification. Refer to Exchange Act Rule 13a-14(a) and Item
    601(b)(31) of Regulation S-K. Please ensure the revised certifications refer to the Form 10-K/A and are currently dated.

Response:
At the time the Company filed its Annual Report on Form 10-K for the fiscal year ended September 30, 2023, the Company’s certifying
officers had completed the matters covered by paragraph 4(b) and the introductory language in paragraph 4, referring to its internal
control over financial reporting. The certifications filed with the Company’s Annual Report on Form 10-K contained a scrivener’s
error in that they inadvertently omitted such language. The Company has filed concurrently with this response letter an amendment to
its Annual Report on Form 10-K to provide revised certifications.

Form
8-K dated February 9, 2024

Exhibit
99.1, page 9

    2.
    We
    note you presented Adjusted Net Income and Adjusted Net Income per Diluted Share basing off a reconciliation from Income Before Income
    Taxes to Adjusted Pre-Tax Income, resulting in your non-GAAP measures being presented before their comparable GAAP measurements for
    GAAP Net Income and GAAP Net Income per Diluted Share. In future filings, please ensure you present each of your non-GAAP reconciliation
    starting from the most directly comparable GAAP measures, and also present GAAP measures before non-GAAP measures to avoid the prominent
    issue. Refer to Question 102.10(a) and 10(b) of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

Response:
The Company respectfully acknowledges the Staff’s comment, and the Company confirms that it will revise future filings to continue
to present each of the Company’s non-GAAP reconciliations, including for non-GAAP Net Income and non-GAAP Net Income per Diluted
Share, to the most direct comparable GAAP measure. The Company will also ensure that any disclosure of its GAAP results is consistently
presented before non-GAAP measures to avoid any prominence issue in the future.

Division of Corporation Finance

Securities and Exchange Commission

April 5, 2024

Page 2

    3.
    We
    note you had incurred significant One-time stand up costs for the last two years and that you expect to incur similar but less costs
    in fiscal year 2024. Please tell us the major components of these costs, and for each major component your basis to determine that
    such costs are non-recurring, infrequent or unusual in nature. In that regard, we note you disclosed in your financial statement
    notes that other operating expenses include costs for the implementation of your new ERP system. Refer to Question 102.03 of the
    Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Revise your disclosures in future filings where necessary.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that it has considered the guidance set forth in Question
102.03 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Set forth below is a discussion of the major
components of the Company’s One-time stand-up costs, the rationale for each of these items, and why such adjustments are not misleading
and are not normal, recurring, cash operating expenses necessary for the Company to operate its business on an ongoing basis as the Company
continues to emerge and stand up as a separate publicly traded company.

The
Company believes that disclosing, explaining, and reconciling these items as part of the calculation of certain non-GAAP measures and
its Adjusted Operating results are useful for investors to analyze the Company’s financial performance because it provides a more
fulsome understanding of the Company’s recurring and non-recurring operating results and helps illustrate trends in the underlying
performance of the Company’s business that may be otherwise difficult to understand. As disclosed throughout its Form 10-K for
the fiscal year ended September 30, 2023, the Company was obligated to fully separate from its former parent company within a two-year
period from the date of separation (April 1, 2022) in accordance with a Private Letter Ruling that was filed with the Internal Revenue
Service. As disclosed in its filings, the Company has been operating under a Transition Services Agreement and Logistics Services Agreement
with its former parent company during this two-year separation period. As a result of this time frame and separation, the Company incurred
various one-time, non-recurring costs that have been identified and adjusted out for non-GAAP purposes that the Company believes is useful
to investors because it isolates and quantifies the underlying reasons for changes in operating results that could affect comparability
in future periods. Given the incremental resources required and the associated financial and operational systems needed for the Company
to operate as a stand-along publicly traded company, the Company felt it was important to identify such costs and adjust them out for
non-GAAP reporting purposes.

The
major components of the Company’s One-time stand-up costs include the following:

 (i) one-time
                                            product registration and labeling costs;

 (ii) one-time
                                            warehousing and distribution set-up costs;

 (iii) one-time
                                            legal costs associated with patents and trademark work and costs incurred associated with
                                            the establishment of the Company’s legal entities in multiple countries and jurisdictions;

 (iv) temporary
                                            headcount resources within accounting, tax, finance, human resources, regulatory and IT;

 (v) one-time
                                            business integration and IT related costs that were determined to be non-capitalizable in
                                            accordance with Accounting Standards Codification (“ASC”) 350-40 related to the
                                            initial build and design of the Company’s global ERP platform that was necessary to
                                            successfully separate from its former parent within the two-year period discussed previously;
                                            and

Division of Corporation Finance

Securities and Exchange Commission

April 5, 2024

Page 3

 (vi) additional
                                            third-party consulting costs that were determined to be non-capitalizable in accordance with
                                            ASC 350-40 to assist the Company with other one-time IT application and system set-up costs
                                            that span across multiple functions and processes across the organization that are in addition
                                            to the Company’s global ERP implementation discussed previously. It should be noted
                                            that the costs related to the expensing of certain cloud-based Software as a Service arrangements
                                            that have been capitalized on the Company’s balance sheet are not adjusted out for
                                            non-GAAP purposes, but the Company did adjust for this expense as part of Adjusted EBITDA.
                                            In addition, certain software licensing fees and other recurring operating costs associated
                                            with the various IT platforms discussed previously, including the Company’s global
                                            ERP implementation, that are not deemed to be one-time in nature have remained in the Company’s
                                            GAAP results and have not been adjusted out for non-GAAP reporting purposes.

The
Company intends to expand its footnote disclosure that supports the non-GAAP reconciliation table as follows:

“One-time
stand-up costs incurred primarily include: (i) product registration and labeling costs; (ii) warehousing and distribution set-up costs;
(iii) legal costs associated with patents and trademark work; (iv) temporary headcount resources within accounting, tax, finance, human
resources, regulatory and IT; and (v) one-time business integration and IT related costs primarily associated with our global ERP implementation.
For the three months ended March 31, 2024, approximately $XX.X million is recorded in Other operating expenses and $X.X million is recorded
in Selling and administrative expense. For the three months ended March 31, 2023, approximately $X.X million is recorded in Other operating
expenses and $X.X million is recorded in Selling and administrative expense. For the six months ended March 31, 2024, approximately $XX.X
million is recorded in Other operating expenses and $X.X million is recorded in Selling and administrative expense. For the six months
ended March 31, 2023, approximately $X.X million is recorded in Other operating expenses and $X.X million is recorded in Selling and
administrative expense.”

*    *    *

If
you have any questions or require additional information regarding this letter, please do not hesitate to contact Howard E. Berkenblit
at (617) 338-2979 of Sullivan & Worcester LLP.

Sincerely,

EMBECTA
CORP.

    By:
    /s/
    Jacob Elguicze

    Jacob
        Elguicze

    Chief
    Financial Officer