SecProbe.io

May 21, 2025
Jon Kemp
Chief Executive Officer
Qnity Electronics, Inc.
974 Centre Road
Building 735
Wilmington, Delaware 19805
Re:Qnity Electronics, Inc.
Registration Statement on Form 10-12B
Filed April 24, 2025
File No. 001-42619
Dear Jon Kemp:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
letter, we may have additional comments.
Registration Statement on Form 10-12B filed April 24, 2025
Our Company, page 1
1.Please present the disclosure in this section in a more balanced manner.  For example,
expand the disclosure in this section to discuss that you expect to incur significant
indebtedness in connection with the spin-off and the cash distribution to DuPont.
What are the reasons for the Spin-Off?, page 12
2.Please expand the disclosure in this section and throughout your document to explain
with greater specificity the reasons for the spin-off.  Also, revise to clarify why you
are undertaking this transaction now as opposed to any other time.
What are the U.S federal income tax consequences of the distribution to me?, page 17
3.Please revise here and on page 119 to clarify that the condition that you receive an
opinion from outside counsel is a waivable condition, if true.

May 21, 2025
Page 2
An impairment of goodwill or intangible assets, page 33
4.Please expand the disclosure in this risk factor to state the percentage of goodwill and
intangible assets compared to your total assets.

Following the Spin-Off, certain of our directors and employees may have actual or potential
conflicts, page 43
5.You disclose that certain of your directors and employees may have actual or potential
conflicts of interest. Please briefly describe these actual or potential conflicts of
interest in more detail in an appropriate place in your registration statement.
Results of Operations, page 71
6.Please revise your discussion in your Results of Operations section, including
Segment Results, to quantify the factors responsible for changes in significant income
statement line items, or segment profitability measures.  In this regard, we note that
your discussion of costs of sales indicates that cost of sales increased for the year
ended December 31, 2024 primarily due to increased sales volume and partially offset
by lower raw materials, logistics and energy costs.  However, without quantification
the reader is not able to understand the extent each factor contributed to the change,
especially with the offsetting amounts.  Similarly, your discussion of the changes in
Segment Operating EBITDA for Semiconductor Technologies indicates that the
increase in 2024 was primarily due to volume growth, the impact of higher production
rates partially offset by higher employee compensation and select growth investments
primarily within R&D.  Please revise future filings to quantify the contribution of
each factor, to the extent possible, in order to better understand the nature of the
changes in these amounts.
Liquidity and Capital Resources, page 75
7.Given the significance of your foreign operations, please amend your disclosures to
quantify the amount of cash and cash equivalents held in foreign jurisdictions as of the
most recent period end, and address the potential impact on your liquidity of holding
cash outside the U.S.
Cash Flows Provided by Operating Activities, page 76
8.Please provide a more informative discussion and analysis of the impact changes in
working capital components had on cash flows from operating activities. In doing so,
explain the underlying reasons and implications of material changes between periods
to provide investors with an understanding of trends and variability in cash flows.
Also ensure that your disclosures are not merely a recitation of changes evident from
the financial statements. Refer to Item 303(a) of Regulation S-K and SEC Release No.
33-8350.
Critical Accounting Estimates
Assessments of Long-Lived Assets and Goodwill, page 79
Your footnote disclosure on page F-32 indicates the Interconnect Solutions reporting 9.

May 21, 2025
Page 3
unit was tested for impairment using the quantitative approach, and your disclosure in
your Critical Accounting Estimates section indicates that for that reporting unit, the
results indicated that the estimated fair values of the reporting units exceeded their
respective carrying values. Please revise your disclosure to discuss whether the
reporting unit is at risk of failing the quantitative impairment test or that the fair value
of the reporting unit is substantially in excess of carrying value and are not at risk of
failing.  Additionally, we note that you used both cash flow model and market
approaches in determining the fair value of your reporting units and you apply a
weighting to the approaches to determine fair value. Please revise your disclosures to
include the relative weighting used for each approach and how you determined such
weighting was appropriate. Refer to Item 303(b)(3) of Regulation S-K and Section V
of SEC Release No. 33-8350.
Our Customers, page 92
10.Please clarify whether you have contracts with your material customers and disclose,
if applicable, the material terms of the contracts.
Our Relationship with DuPont Following the Distribution, page 111
11.Please expand the disclosure in this section to discuss the material terms of the
agreements, such as the duration of the agreements.
Exclusive Forum, page 131
12.We note that your forum selection provision identifies the Court of Chancery of the
State of Delaware as the exclusive forum for certain litigation. Please disclose
whether this provision applies to actions arising under the Securities Act or Exchange
Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive
federal jurisdiction over all suits brought to enforce any duty or liability created by the
Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities
Act creates concurrent jurisdiction for federal and state courts over all suits brought to
enforce any duty or liability created by the Securities Act or the rules and regulations
thereunder. If the provision applies to Securities Act claims, also revise to state that
there is uncertainty as to whether a court would enforce such provision, and that
stockholders will not be deemed to have waived the company’s compliance with the
federal securities laws and the rules and regulations thereunder. If this provision does
not apply to actions arising under the Securities Act or Exchange Act, also ensure that
the exclusive forum provision in the governing documents states this clearly.
Similarly revise the last risk factor on page 48.

Certain Relationships and Related Person Transactions, page F-30
13.Please tell us why the disclosure in this section does not mention the Related Party
Note Payable mentioned in Note 12 on page F-30.
Exhibits
Please tell us why the exhibit index does not include the Legacy Liabilities
Assignment and Assumption Agreement mentioned in the second paragraph on page 14.

May 21, 2025
Page 4
122.
15.Please file material contracts required by Item 601(b)(10) of Regulation S-K as
exhibits to your registration statement, such as material debt financing transactions.
General
16.We note that your Information Statement includes a number of blanks. Please fill in
these blanks with your next amendment or tell us why you are unable to do so and
when you expect to have this information. We may have further comments when we
have reviewed the additional disclosure.
            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 Mindy Hooker at 202-551-3732 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Brian V. Breheny