SecProbe.io

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 CORRESP

 June 3, 2025
 VIA EDGAR United States Securities and Exchange
Commission Division of Corporation Finance 100 F Street,
N.E. Washington, D.C. 20549-6010
 Attention:  Uwem Bassey Jan Woo

 Re:
 Request for Effectiveness for Sandisk Corporation

  
 Registration Statement on Form S-1 (File No. 333-286626)
 To the addressees set forth above:
 In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended (the
“ Act ”), J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters, hereby join in the request of Sandisk Corporation (the “ Company ”) that the effective date
of the Registration Statement on Form S-1 (Registration No. 333-286626) (the “ Registration Statement ”) be accelerated so that it be declared
effective at 4:00 p.m., Washington, D.C. time, on June 5, 2025, or as soon as practicable thereafter. Pursuant to Rule 460 under the
Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
 We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended, to the extent applicable. [ Signature page follows ]

 Very truly yours,

 J.P. MORGAN SECURITIES LLC

 BOFA SECURITIES, INC.

 Acting severally on behalf of themselves and the several underwriters

 J.P. MORGAN SECURITIES LLC

 By:

 /s/ Beau Freker

 Name:

 Beau Freker

 Title:

 Executive Director

 BOFA SECURITIES, INC.

 By:

 /s/ Michael Liloia

 Name:

 Michael Liloia

 Title:

 Director

CORRESP
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 SANDISK CORPORATION
 951 Sandisk Drive Milpitas,
California 95035 June 3, 2025 VIA EDGAR
 United States Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549-6010 Attention:    Uwem
Bassey   Jan Woo

 Re:
 Request for Effectiveness for Sandisk Corporation
 Registration Statement on Form S-1 (File No. 333-286626)
 To the addressees set forth above: In
accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form
 S-1 (Registration No. 333-286626) (the “ Registration Statement ”) of Sandisk Corporation (the “ Company ”). We
respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on June 5, 2025, or as soon as practicable thereafter, or at such other time thereafter as our counsel, O’Melveny & Myers LLP
may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, O’Melveny & Myers LLP, by calling Shelly Heyduk at (949)
 823-7968 or Ryan Coombs at (415) 984-8943. Thank you for
your assistance in this matter. If you have any questions or comments regarding the foregoing, please do not hesitate to contact Ms. Heyduk or Mr. Coombs at the telephone numbers above.

 Very truly yours,

 SANDISK CORPORATION

 By:

 /s/ Bernard Shek

 Bernard Shek

 Chief Legal Officer and Secretary

 cc:

 Luis Visoso, Executive Vice President and Chief Financial Officer, Sandisk Corporation
 Shelly Heyduk, O’Melveny & Myers LLP Ryan Coombs,
O’Melveny & Myers LLP

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 Sandisk Corporation 951 Sandisk Drive
 Milpitas, California 95035-7933

 May 1, 2025 VIA EDGAR
 United States Securities and Exchange Commission
 Division of Corporation Finance Office of Technology
 100 F Street, N.E. Washington, D.C. 20549

 Attention:

 Uwem Bassey

 Jan Woo

 Re:

 Sandisk Corp.

 Registration Statement on Form S-1

 Filed April 18, 2025

 File No. 333-286626
 To the addressees set forth above:
 This letter sets forth the responses of Sandisk Corporation, a Delaware corporation (the “ Company ”) to the comments contained in the staff
(the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”)’s letter dated April 28, 2025 regarding the above-referenced Registration Statement on Form
 S-1, as filed via EDGAR on April 18, 2025 (the “ Registration Statement ”). Concurrently with
the submission of this letter, the Company is filing Amendment No. 1 to the Registration Statement (as amended, the “ Revised Registration Statement ”) for the Commission’s review. The changes reflected in the Revised
Registration Statement include those made in response to the comments of the Staff set forth in the Staff’s letter of April 28, 2025. For the
Staff’s convenience, we have reproduced below the comments from the Staff in bold italics, in each case followed by the Company’s corresponding response. Where applicable, we have included references to pages in the Revised Registration
Statement where the language addressing a particular comment appears. Capitalized terms used in this letter and not otherwise defined herein have the meanings ascribed to them in the Revised Registration Statement.
 General

 1.
 We note that the structure of this offering involves the transfer of shares from Western Digital
Corporation to creditors of Western Digital Corporation for the purpose of satisfying certain debt obligations. Please identify the third-party lenders that will receive the shares in this debt-for-equity exchange and clarify their relationship, if any, with Sandisk Corporation and/or Western Digital Corporation.
 Response: In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page and page 158. As
disclosed in the Revised Registration Statement, WDC expects that any debt-for-equity exchange would be effected to satisfy outstanding indebtedness under that certain
Amended and Restated Loan Agreement, dated as of January 7, 2022, among WDC, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (as amended, the “Credit Agreement”), which governs WDC’s
$2.51 billion Term Loan A-3 and

 Sandisk Corporation 951 Sandisk Drive
 Milpitas, California 95035-7933

revolving credit facility maturing in January 2027. The exchange of shares of the Company’s common stock in satisfaction of WDC’s debt obligations may occur in one or more transactions
and with one or more of the lenders under the Credit Agreement. The Company respectfully advises the Staff that the identity of any lender(s) to whom WDC transfers shares of Sandisk common stock in satisfaction of WDC’s debt obligations will be
disclosed in a prospectus supplement to the prospectus forming a part of the Revised Registration Statement that would be filed at the time of the offering of the shares. Such prospectus supplement will also disclose the names of the underwriter(s)
and, if applicable, will disclose any relationships Sandisk has with such underwriter(s) and include the disclosure required by Rule 5121 of the Financial Industry Regulatory Authority, Inc.

 2.
 Please explain the purpose of structuring the transaction as a debt-for-equity exchange in this manner. We note that you intend to file a form of an underwriting agreement. Please indicate whether you intend to utilize an underwriter as part of this offering.
 Response : As disclosed in the Registration Statement (in the Risk Factors section on page 32), WDC
intends for the distribution of shares of Sandisk common stock, together with certain related transactions, to qualify for the Intended Tax Treatment (as defined in the Registration Statement). For the distribution and such related transactions to
so qualify, WDC generally must dispose of all of the Sandisk common stock that it retains through one or more subsequent exchanges of Sandisk common stock for WDC debt held by WDC creditors and/or through distributions of Sandisk common stock to WDC
stockholders as dividends or in exchange for outstanding shares of WDC common stock. The Company has disclosed WDC’s intention to make such exchanges or distributions in the Summary of the Separation and Distribution section of the Registration
Statement on page 8. WDC expects to engage in one or more debt-for-equity exchange transactions to facilitate these dispositions, although WDC is not required to
consummate a debt-for-equity exchange and may instead distribute the remaining shares of Sandisk common stock to holders of WDC common stock as dividends or in exchange
for outstanding shares of WDC common stock, as disclosed on page 44 and elsewhere in the Registration Statement. In response to the Staff’s comment, the Company has revised the disclosure on page 151 of the Revised Registration Statement.
 In the event WDC consummates a debt-for-equity exchange, one or
more underwriters are expected to be used to offer and sell the shares of Sandisk common stock that will be held by one or more of the lenders to the WDC Credit Agreement. The Company respectfully advises the Staff that the names of the
underwriter(s) will be disclosed in a prospectus supplement to the prospectus forming a part of the Revised Registration Statement that would be filed at the time of the offering of the shares. At the time of any applicable offering, the Company
also intends to file an exhibits-only post-effective amendment to the Registration Statement in accordance with Rule 462(d) under the Securities Act of 1933, as amended, for the purpose of filing the underwriting agreement for the underwritten
offering. *    *    *

 Sandisk Corporation 951 Sandisk Drive
 Milpitas, California 95035-7933

 We appreciate the Staff’s comments and request that the Staff contact Shelly Heyduk of
O’Melveny & Myers LLP at (949) 823-7968 or sheyduk@omm.com with any questions or comments regarding this letter and/or the Revised Registration Statement.

 Sincerely,

 /s/ Bernard Shek

 Bernard Shek

 Senior Vice President, Chief

 Legal Officer and Secretary,

 Sandisk Corporation

 cc:
 Luis Visoso, Executive Vice President and Chief Financial Officer, Sandisk Corporation
 Shelly Heyduk, O’Melveny & Myers LLP
 Ryan Coombs, O’Melveny & Myers LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 28, 2025

Luis Visoso
Chief Financial Officer
Sandisk Corp.
951 Sandisk Drive
Milpitas, CA 95035

 Re: Sandisk Corp.
 Registration Statement on Form S-1
 Filed April 18, 2025
 File No. 333-286626
Dear Luis Visoso:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Form S-1 filed April 18, 2025
General

1. We note that the structure of this offering involves the transfer of
shares from Western
 Digital Corporation to creditors of Western Digital Corporation for the
purpose of
 satisfying certain debt obligations. Please identify the third-party
lenders that will
 receive the shares in this debt-for-equity exchange and clarify their
relationship, if
 any, with Sandisk Corporation and/or Western Digital Corporation.
2. Please explain the purpose of structuring the transaction as a
debt-for-equity exchange
 in this manner. We note that you intend to file a form of an
underwriting agreement.
 Please indicate whether you intend to utilize an underwriter as part of
this offering.
 April 28, 2025
Page 2

 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.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Shelly A. Heyduk
</TEXT>
</DOCUMENT>

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CORRESP

 Sandisk Corporation

951 Sandisk Drive

 Milpitas,
California 95035

 January 29, 2025

VIA EDGAR

 Office of Technology

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:
 Kathleen Collins

Uwem Bassey

 Matthew Derby

Re:
 Acceleration Request for Sandisk Corporation

Registration Statement on Form 10-12B

Amendment No. 3 Filed January 27, 2025

File No. 001-42420

CIK No. 0002023554

 Ladies and
Gentlemen:

 Reference is made to the Registration Statement on Form 10 (File No. 001-42420)
(as amended, the “Registration Statement”) filed by Sandisk Corporation (the “Company”) with the United States Securities and Exchange Commission (the “Commission”).

The Company hereby respectfully requests that the effective date of the Registration Statement be accelerated by the Commission to 4:30 p.m.,
Eastern time, on January 31, 2025, or as soon as practicable thereafter, pursuant to Section 12(d) of the Securities Exchange Act of 1934, as amended, and Rule 12d1-2 promulgated thereunder.

If the staff of the Commission has any questions or comments concerning this letter, or if you require any additional information, please
contact Thomas J. Ivey of Skadden, Arps, Slate, Meagher & Flom LLP at (650) 470-4522 or Christopher J. Bors of Skadden, Arps, Slate, Meagher & Flom LLP at (650)
470-3188. The Company requests that it be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Ivey or Mr. Bors, with such effectiveness also be confirmed in
writing.

 ***

Very truly yours,

Sandisk Corporation

 /s/ Bernard Shek

Bernard Shek

Secretary

cc:
 Thomas J. Ivey

Christopher J. Bors

 Skadden,
Arps, Slate, Meagher & Flom LLP

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CORRESP

 January 27, 2025

Kathleen Collins

 Uwem Bassey

Matthew Derby

 Division of Corporation Finance Office of
Technology

 United States Securities

 and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Sandisk Corporation –

 
 Draft Registration Statement on Form 10-12B

 
 CIK No. 0002023554

Dear Ms. Collins:

 We are in receipt of the
written comments of the staff of the Securities and Exchange Commission (the “SEC”), provided to us on January 22, 2025, regarding Amendment No. 2 to the Draft Registration Statement on
Form 10-12B (the “Registration Statement”) of Sandisk Corporation (the “Company”) that was submitted to the SEC on January 21, 2025.

We have considered your comments and have made the responses and changes to the Registration Statement discussed below. For ease of reference,
your comments are set forth below in bold font and are followed by the corresponding response.

 Changes to disclosure referenced below are
reflected in the Company’s revised draft Registration Statement being filed today via EDGAR. We have included page references where revised disclosure addressing a particular comment may be found.

Capitalized terms not otherwise defined in this response letter have the meaning given to them in the revised draft Registration Statement.

 Comments

Note 1. Transaction Accounting Adjustments, page 86

1.
 Please tell us, and revise your disclosures to address, the current status of the debt financing transaction
reflected in pro forma adjustment A. Clarify whether confirmed agreements are currently pending with investors, if the terms are consistent with those disclosed here and when you anticipate closing such agreements. Similar revisions should be made
to your Capitalization table.

 We acknowledge the Staff’s comment and would respectfully like to clarify the
current status of the debt financing transaction. Sandisk has engaged a group of banks to syndicate a senior secured credit facility including both a term loan B facility and a revolving credit facility. These facilities were allocated to lenders on
the basis of a term sheet and draft credit agreement on December 13, 2024. While not yet completed, the draft agreements are in substantially final form and the material terms align with our disclosures in pro forma adjustments A and B. The
capitalization section also aligns to these material terms.

 We also have made the following modifications to our disclosures to provide
the status of the draft agreements.

•

 In the Capitalization section on page 79 and pro forma adjustment A on page 86, we have added reference
to the Description of Certain Indebtedness section.

•

 In the Description of Certain Indebtedness section on page 193 we have added to our disclosure to include
the status of the debt financing transaction and material terms.

 Please telephone me at
(408) 406-8629 with any questions or comments you may have.

Sincerely,

/s/ Bernard Shek

cc:
 Sandisk Corporation

Thomas Ivey

 Christopher Bors

January 22, 2025
David Goeckeler
Chief Executive Officer
Sandisk Corp.
951 Sandisk Drive
Milpitas, CA 95035
Re:Sandisk Corp.
Amendment No. 2 to
Registration Statement on Form 10-12B
Filed on January 21, 2025
File No. 001-42420
Dear David Goeckeler:
            We have reviewed your filing and have the following comment.
            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.
Amendment No. 2 to Form 10-12B filed on January 21, 2025
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
Note 1. Transaction Accounting Adjustments, page 86
1.Please tell us, and revise your disclosures to address, the current status of the debt
financing transaction reflected in pro forma adjustment A. Clarify whether confirmed
agreements are currently pending with investors, if the terms are consistent with those
disclosed here and when you anticipate closing such agreements. Similar revisions
should be made to your Capitalization table.

January 22, 2025
Page 2
            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 Kathleen Collins at 202-551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Uwem Bassey at
202-551-3433 or Matthew Derby at 202-551-3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Maggie Yiin

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 December 20, 2024

Chen Chen

 Kathleen Collins

Uwem Bassey

 Matthew Derby

Division of Corporation Finance Office of Technology

 United
States Securities

 and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Sandisk Corporation –

Draft Registration Statement on Form 10-12B

CIK No. 0002023554

Dear Ms. Chen:

 We are in receipt of the written
comments of the staff of the Securities and Exchange Commission (the “SEC”), provided to us on December 9, 2024, regarding Amendment No. 3 to the Draft Registration Statement on Form 10 (the “Registration Statement”) of
Sandisk Corporation (the “Company”) that was submitted to the SEC on November 25, 2024.

 We have considered your comments
and have made the responses and changes to the Registration Statement discussed below. For ease of reference, your comments are set forth below in bold font and are followed by the corresponding response.

Changes to disclosure referenced below are reflected in the Company’s revised draft Registration Statement being filed today via EDGAR.
We have included page references where revised disclosure addressing a particular comment may be found.

 Capitalized terms not otherwise
defined in this response letter have the meaning given to them in the revised draft Registration Statement.

 Comments

Note 1. Spin-off Adjustments, page 87

1.
 Please describe further the cash retention bonuses that will be paid in connection with the separation from
WDC and revise the disclosures elsewhere in the filing to include a discussion of this bonus plan.

 We acknowledge
the Staff’s comment and would like to respectfully clarify the nature of adjustment (J) and modify our disclosure. This $39 million amount will be paid to certain Spinco employees in connection with the separation from WDC. We have added
further disclosure in the “Employee Matters Agreement” section under the “Material Agreements with WDC” section on page 189 in bold noted below.

The employee matters agreement also contemplates cash transaction bonus payments in an aggregate amount of $39 million that will be
payable in connection with the spin-off to certain Spinco employees in positions of vice president and above, which cash payments for each eligible individual will be based on a number of months’ base
salary, ranging from 12 months for vice president and equivalent titles to 24 months for executive vice presidents and Section 16 officers. The transaction bonus payments will generally be subject to repayment terms for 12 months following the
separation in the event of specified termination events.

 We also added disclosure of the transaction bonus that we intend to grant
Mr. Goeckeler in his role as a named executive officer of Spinco under Section 4 of the Compensation Discussion and Analysis – FISCAL 2025 DECISIONS – Spin-Off Related Cash Transaction
Bonus on page 157 in bold noted below:

 Spin-Off Related Cash Transaction Bonus

As discussed in more detail under “Material Agreements with WDC—Employee Matters Agreement,” WDC intends to grant
Mr. Goeckeler a cash transaction bonus in connection with the spin-off, which will be payable in an amount equal to 24 months of his monthly base salary. The transaction bonus payment will be subject to
repayment terms for 12 months following the separation in the event of specified termination events.

 Additionally, we have updated
adjustment (J) and added reference to the section containing the summary of the employee matters agreement which is shown in bold below.

J.
 Reflects cash transaction bonus expenses of $39 million to be paid to certain Spinco employees in
connection with the separation from WDC. See “Material Agreements with WDC—Employee Matters Agreement” for additional details of these cash transaction bonus payments.

Note 2. Autonomous Entity Adjustments, page 89

2.
 For each expense category impacted by pro forma adjustment N, please revise to include a breakdown of
(a) the additional compensation and benefits associated with the WDC employees who will be transferred to Spinco in excess of amounts allocated to Spinco in the combined statement of operations and (b) the compensation expense associated
with employees of Spinco who will be retained by WDC that was netted from this adjustment. In your response, explain why the pro forma adjustments to cost of revenue and research and development expense total an expense credit of $18 million
when the adjustment for fiscal 2024 was net of $12 million. In addition, tell us whether this adjustment includes any amounts related to Mr. Lomelin’s Offer Letter and if not, explain why.

We acknowledge the Staff’s comment and would like to respectfully clarify that pro forma adjustment (N) to cost of revenue and
research and development expense for the fiscal year ended June 28, 2024 included two components: (i) an adjustment for the shortfall (excess) of historical cost allocations relative to costs of WDC employees transferring to Spinco, and
(ii), an adjustment to remove compensation and benefits for certain employees of Spinco who will be retained by WDC upon effectiveness of the spin-off. The adjustment for component (i) results in a
reduction to both cost of revenue and research and development costs on a pro forma basis for the fiscal year ended June 28, 2024 as historical allocations exceeded the actual cost of transferring employees and the adjustment for component
(ii) also results in a reduction of compensation and benefits expense on a pro forma basis.

 Additionally, in response to the
Staff’s comment we would like to clarify that pro forma adjustment (N) did not previously include an adjustment for amounts related to Mr. Lomelin’s Offer Letter. In consideration of the Staff’s comment, we have revised our pro
forma adjustment (N) to both revise and clarify the components of this adjustment as follows:

 Reflects adjustment in the unaudited
pro forma condensed combined statement of operations to include the shortfall (excess) of historical compensation and benefits cost allocations compared to the actual cost of certain WDC employees transferring to Spinco by WDC upon effectiveness of
the spin-off. This adjustment also reflects the incremental compensation and benefits expense associated with certain Spinco executives hired after the reporting date, which is partially offset by reduction of
expense for the compensation and benefits associated with certain employees of Spinco who will be retained by WDC upon effectiveness of the spin-off. Additionally, an adjustment has been reflected to include
or exclude, as appropriate, associated employee-related liabilities within the unaudited pro forma condensed combined balance sheet.

 The following represents the adjustments to compensation and benefits expenses included in
operating income (loss) for the three months ended September 27, 2024:

(in millions)

Spinco
transfers to
WDC

Shortfall (excess)
of historical cost
allocations
relative to costs
of WDC
employees
transferring to
Spinco

Compensation
for Spinco
executives
hired after
reporting date

Total pro forma
adjustment to
operating income
(loss)

 Cost of revenue

$
(1
)

$
— 

$
— 

$
(1
)

 Research and development

(1
)

1

— 

— 

 Selling, general and administrative

— 

3

4

7

$
(2
)

$
 4

$
 4

$
 6

 The following represents the adjustments to compensation and benefits expenses included in operating income
(loss) for the year ended June 28, 2024:

(in millions)

Spinco
transfers to
WDC

Shortfall (excess)
of historical cost
allocations
relative to costs
of WDC
employees
transferring to
Spinco

Compensation
for Spinco
executives
hired after
reporting date

Total pro forma
adjustment to
operating
income (loss)

 Cost of revenue

$
(4
)

$
(5
)

$
— 

$
(9
)

 Research and development

(6
)

(3
)

— 

(9
)

 Selling, general and administrative

(2
)

9

22

29

$
(12
)

$
 1

$
 22

$
11

 Note 2. Autonomous Entity Adjustments, page 89

3.
 We note pro forma adjustment C reflects certain assets and liabilities that are to be transferred and leases
that will be novated to Spinco, and pro forma adjustment D reflects various assets and liabilities that are expected to be retained by WDC. For both of these adjustments you state that the difference between allocated costs included in your
historical combined statements of operations and costs you expect to incur as a stand-alone company are reflected in pro forma adjustment R. Pro forma adjustment P also refers to amounts related to lease arrangements included in pro forma adjustment
R. Please revise pro forma adjustment R to separately reflect the adjustments applicable to pro forma adjustments C, D and P.

We acknowledge the Staff’s comment and have revised our pro forma adjustment (R) to breakdown these costs in tabular format for the
periods presented with references to adjustments (C), (D), and (P) as follows:

 This adjustment represents the difference between the
historically allocated facilities expenses incurred by Spinco and the future expected costs based upon the facilities transferred to or from Spinco and contracts entered into by Spinco in connection with the
spin-off.

 The following represents the adjustments to facilities expenses included in operating
income (loss) for the three months ended September 27, 2024:

Owned Facilities

Leases and Sub-leases

(in millions)

WDC
transfers to
Spinco
(Note C)

Spinco
transfers to
WDC
(Note D)

WDC
transfers to
Spinco
(Note C)

Spinco
transfers to
WDC
(Note D)

New
Spinco
leases
(Note P)

Total pro
forma
adjustment
to operating
income (loss)

 Cost of revenue

$
 2

$
(4
)

$
1

$
(1
)

$
1

$
(1
)

 Research and development

— 

(1
)

2

(2
)

3

2

 Selling, general and administrative

— 

— 

1

(1
)

1

1

$
 2

$
(5
)

$
4

$
(4
)

$
5

$
 2

 The following represents the adjustments to facilities expenses included in operating income
(loss) for the year ended June 28, 2024:

Owned Facilities

Leases and Sub-leases

(in millions)

WDC
transfers
to Spinco
(Note C)

Spinco
transfers
to WDC
(Note D)

WDC
transfers to
Spinco
(Note C)

Spinco
transfers
to WDC
(Note D)

New
Spinco
leases
(Note P)

Total pro
forma
adjustment
to operating
income (loss)

 Cost of revenue

$
 4

$
(16
)

$
1

$
(2
)

$
3

$
(10
)

 Research and development

1

(4
)

8

(18
)

11

(2
)

 Selling, general and administrative

— 

(1
)

4

(8
)

6

1

$
5

$
(21
)

$
13

$
(28
)

$
20

$
(11
)

 Non-GAAP Financial Measures and Use of Certain Terms, page 110

4.
 We note your response to prior comment 5. Please revise to include a breakdown here of the employee
termination, asset impairment and other adjustment line item or provide a cross reference to the footnote disclosures where such information is provided. Similar revisions should be made to your disclosures on page 18.

We acknowledge the Staff’s comment related to adjustment 5 from our prior response and have revised our disclosures on pages 19, 112 and
114 to include reference to Note 13 to our audited Combined Financial Statements and unaudited Condensed Combined Financial Statements.

 We
have added the language in bold to page 19.

 Represents employee terminations and/or restructuring of operations in order to realign
Spinco’s operations with anticipated market demand or to achieve cost synergies from the integration of acquisitions, and charges from the impairment of intangible assets and other long-lived assets. In addition, Spinco records credits related
periods and has taken actions to reduce the amount of capital invested in facilities, including the sale- leaseback of facilities. For additional breakdown of these amounts, see Note 13, “Employee Termination, Asset Impairment and
Other,” in the Notes to audited Combined Financial Statements for the annual periods and Note 13, “Employee Termination, Asset Impairment and Other,” in the Notes to unaudited Condensed Combined Financial Statements for the interim
periods. These charges or credits are inconsistent in amount and frequency, and Spinco believes they are not indicative of the underlying performance of its business.

We have added the language in bold to page 112-113.

Represents employee terminations and/or restructuring of operations in order to realign Spinco’s operations with anticipated market demand
or to achieve cost synergies from the integration of acquisitions, and charges from the impairment of intangible assets and other long-lived assets. In addition, Spinco records credits related to gains upon sale of property due to restructuring or
reversals of charges recorded in prior periods and has taken actions to reduce the amount of capital invested in facilities, including the sale- leaseback of facilities. For additional breakdown of these amounts, see Note 13, “Employee
Termination, Asset Impairment and Other,” in the Notes to unaudited Condensed Combined Financial Statements. These charges or credits are inconsistent in amount and frequency, and Spinco believes they are not indicative of the underlying
performance of its business..

 We have added the language in bold to page 114.

Represents employee terminations and/or restructuring of operations in order to realign Spinco’s operations with anticipated market demand
or to achieve cost synergies from the integration of acquisitions, and charges from the impairment of intangible assets and other long-lived assets. In addition, Spinco records credits related to gains upon sale of property due to restructuring or
reversals of charges recorded in prior periods and has taken actions to reduce the amount of capital invested in facilities, including the sale- leaseback of facilities. For additional breakdown of these amounts, see Note 13, “Employee
Termination, Asset Impairment and Other,” in the Notes to Audited Combined Financial Statements. These charges or credits are inconsistent in amount and frequency, and Spinco believes they are not indicative of the underlying performance of
its business.

 Please telephone me at (949) 672-7335 with any questions or comments
you may have.

Sincerely,

/s/ Brandi Steege

cc:
 Sandisk Corporation

Thomas Ivey

 Christopher Bors

December 9, 2024
David Goeckeler
Chief Executive Officer
Sandisk Corp.
951 Sandisk Drive
Milpitas, CA 95035
Re:Sandisk Corp.
Registration Statement on Form 10-12B
Filed November 25, 2024
File No. 001-42420
Dear David Goeckeler:
            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. Unless we note otherwise, any references to prior
comments are to comments in our October 29, 2024 letter.
Form 10-12B filed on November 25, 2024
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
Note 1. Spin-off Adjustments, page 87
1.Please describe further the cash retention bonuses that will be paid in connection with
the separation from WDC and revise the disclosures elsewhere in the filing to include
a discussion of this bonus plan.
Note 2. Autonomous Entity Adjustments, page 89
For each expense category impacted by pro forma adjustment N, please revise to
include a breakdown of (a) the additional compensation and benefits associated with
the WDC employees who will be transferred to Spinco in excess of amounts allocated
to Spinco in the combined statement of operations and (b) the compensation expense
associated with employees of Spinco who will be retained by WDC that was netted
from this adjustment. In your response, explain why the pro forma adjustments to cost 2.

December 9, 2024
Page 2
of revenue and research and development expense total an expense credit of $18
million when the adjustment for fiscal 2024 was net of $12 million. In addition, tell us
whether this adjustment includes any amounts related to Mr. Lomelin's Offer Letter
and if not, explain why.
3.We note pro forma adjustment C reflects certain assets and liabilities that are to be
transferred and leases that will be novated to Spinco, and pro forma adjustment D
reflects various assets and liabilities that are expected to be retained by WDC. For
both of these adjustments you state that the difference between allocated costs
included in your historical combined statements of operations and costs you expect to
incur as a stand-alone company are reflected in pro forma adjustment R. Pro forma
adjustment P also refers to amounts related to lease arrangements included in pro
forma adjustment R. Please revise pro forma adjustment R to separately reflect the
adjustments applicable to pro forma adjustments C, D and P.
Non-GAAP Financial Measures and Use of Certain Terms, page 110
4.We note your response to prior comment 5. Please revise to include a breakdown here
of the employee termination, asset impairment and other adjustment line item or
provide a cross reference to the footnote disclosures where such information is
provided. Similar revisions should be made to your disclosures on page 18.
            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 Kathleen Collins at 202-551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Uwem Bassey at
202-551-3433 or Matthew Derby at 202-551-3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Maggie Yiin

CORRESP
1
filename1.htm

CORRESP

 November 25, 2024

Chen Chen

 Kathleen Collins

Uwem Bassey

 Matthew Derby

Division of Corporation Finance

 Office of Technology

United States Securities

 and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Re:
 Sandisk Corporation –

 
 Draft Registration Statement on Form 10-12B

 
 CIK No. 0002023554

Dear Ms. Chen:

 We are in receipt of the written
comments of the staff of the Securities and Exchange Commission (the “SEC”), provided to us on October 29, 2024, regarding Amendment No. 2 to the Draft Registration Statement on Form 10 (the “Registration Statement”) of
Sandisk Corporation (the “Company”) that was submitted to the SEC on October 11, 2024.

 We have considered your comments and
have made the responses and changes to the Registration Statement discussed below. For ease of reference, your comments are set forth below in bold font and are followed by the corresponding response.

Changes to disclosure referenced below are reflected in the Company’s revised draft Registration Statement being filed today via EDGAR.
We have included page references where revised disclosure addressing a particular comment may be found.

 Capitalized terms not otherwise
defined in this response letter have the meaning given to them in the revised draft Registration Statement.

 Comments

Capitalization, page 79

1.
 Your note to adjustment (1) indicates that you will retain an amount in cash and cash equivalents
“equal to” $1,000 million, however, pro forma adjustment A indicates that you will retain an amount “not to exceed” $1,000 million. Please revise to clarify this apparent inconsistency.

We acknowledge the Staff’s comment and have revised our discussion in both the Capitalization section on page 79 and in the Pro Forma
adjustment A on page 86 to clarify and conform the language in both sections. The bold language below is in both sections.

 We will
pay WDC, as partial consideration for the Flash Business that WDC is transferring to us in connection with the spin-off, all of the net proceeds that we will receive from the debt financing transactions,
together with any interest accrued thereon following our receipt of such proceeds, provided that we will retain an amount in cash and cash equivalents of $1,000 million, after giving effect to this offering, the debt financing transactions and
the settlement or termination of Notes due to (from) Parent. Spinco’s capital structure remains under review and will be finalized, along with the terms of such indebtedness, prior to the spin-off. See
“Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Financial Condition, Liquidity and Capital Resources” for additional details.

Non-GAAP Financial Measures and Use of Certain Terms, page 106 (now on page 110)

2.
 Please address the following as it relates to your non-GAAP measure
of adjusted EBITDA and revise your disclosures as necessary:

•

 Provide a breakdown of the various costs such as employee termination, asset impairment, gain on sale of
property, and reversals of charges, included in adjustment (5) for each period presented, including the pro forma information.

•

 Explain your reference in adjustment (5) that Spinco “may” record credits related to gains upon
sale of property and clarify whether Spinco has actually recorded such charges. In addition, explain the reference to reversal of charges in prior periods.

•

 Tell us whether the items in adjustment (5) relate to actual restructuring plans implemented during the
period and where you have included a discussion of such plans in the financial statement footnotes.

•

 Provide a separate breakdown of the individual costs included in adjustments (7) and (8) for each period
presented, including the pro forma information.

 We acknowledge the Staff’s comment and would like to
respectfully clarify the nature and breakdown of the costs referenced in your comment have been disclosed on page F-41 in Note 13 to our audited Combined Financial Statements as follows:

2024

2023

2022

 Employee termination benefits

$
 15

$
68

$
22

 Other charges (gains):

 Asset impairments and other charges (gains) losses

5

1

(6
)

 Gain on sale-leaseback of facility

(60
)

— 

— 

 Total employee termination, asset impairment, and other

$
(40
)

$
69

$
16

 Additional disclosure was made in Note 13 to our unaudited Condensed Combined Financial Statements for
the three months ended September 27, 2024 and September 29, 2023 on page F-69 as follows:

Sept 2024

Sept 2023

 Employee termination benefits

$
— 

$
1

 Other charges (gains):

 Contract termination and other

2

— 

 Gain on sale-leaseback of facility

— 

(60
)

 Total employee termination, asset impairment, and other

$
2

$
(59
)

 In the Company’s view, the magnitude of the remaining planned restructuring activities at the end of the
periods were immaterial for disclosure. The remaining reserve balance at the end of the 2023 and 2024 fiscal years was $3 million and zero respectively and is disclosed in Note 13 to our audited Combined Financial Statements. The remaining
reserve balance as of September 27, 2024 was zero and is disclosed as immaterial in Note 13 to our unaudited Condensed Combined Financial Statements. Management’s view is that the charges are not indicative of normal business
operations. The following is the breakdown of the charges:

•

 The 2024 charges for employee termination benefits relate to two global business realignment actions based on an
initiative to increase efficiency and profitability primarily impacting our employees in the global operations function in various countries and some other single personnel actions in other groups who support this function. The asset impairments and
other charges (gains) losses and the gain on sale-leaseback of facility is related to our Parent’s transaction to sell our Milpitas facility as described in Note 10 to our Audited Combined Financial Statements on page F-35.

•

 The 2023 charges for employee termination benefits relate to four business realignment actions based on
initiatives to preserve cash and improve our cost structure. One action was completed to reduce roles in the sales & marketing functions, two actions were to eliminate headcount across all global business functions, and one action was a
voluntary restructuring program to allow for early retirements of employees who met certain criteria. The asset impairments and other charges (gains) losses relates to our Parent’s transaction to sell our Milpitas facility as described in Note
10 to our Audited Combined Financial Statements on page F-35.

•

 The 2022 charges for employee termination benefits relate to four business realignment actions based on
initiatives to preserve cash and improve our cost structure. One action was to eliminate redundant roles and use more cost-effective labor outside the US in our IT function, two actions related to reducing roles in our global operations function and
supporting general & administrative roles, and one action related to restructuring our Flash research & development function. The asset impairments and other charges (gains) losses are related to the restructuring of our Flash
research & development function for loss contracts and asset impairment ($3M) offset by non-recurring gains due to sales of unused property in China and Malaysia ($9M).

The reference to “may” record credits has been removed from adjustment 5 on page 113 as Spinco has recorded these credits due to
the sales leaseback of our Milpitas facility by our Parent. We have also conformed the same language on page 18 in the Summary of Historical and Unaudited Pro Forma Condensed Combined Financial Data section.

We acknowledge the Staff’s comment related to providing a separate breakdown of the individual costs included in adjustments (7) and
(8) for each period presented, including the pro forma information. In adjustment 7, strategic review charges in 2024 and 2023 consists of third-party spending for consulting, accounting, tax, and legal advisors related to our Parent’s Board of
Directors reviewing its strategic alternatives. We have not incurred any charges after October 2023 when our Parent’s Board of Directors finalized its strategic review resulting in the decision to spinoff the Flash business. In adjustment 8,
business separation costs represents tax stamp duties and third-party spending for consulting, accounting, tax, and legal advisor expenses associated with the operational separation expenses associated with the separation of WDC to create an
independent public company including legal entity restructuring and administrative fees to establish the new legal structure of Spinco for 2024. The costs included in the pro forma are additional charges for tax stamp duties and third-party spending
for consulting, accounting, tax, and legal advisor expenses to finalize the operational separation and costs related to stand-alone branding and infrastructure. Spinco believes these charges do not reflect Spinco’s operating results and that
they are not indicative of the underlying performance of the business. We have updated our disclosures and provided explanatory statements on page 113 and made corresponding changes to page 19 to describe the nature of the expenses. The
following language in the section below in bold is the updates included:

(7)
 Represents third-party spending for consulting, accounting, tax, and legal advisor expenses associated with
Spinco’s ongoing review of potential strategic alternatives aimed at further optimizing the long-term value for stockholders. Spinco believes these charges do not reflect Spinco’s operating results and that they are not indicative of the
underlying performance of its business.

(8)
 Represents tax stamp duties and third-party spending for consulting, accounting, tax, and legal advisor
expenses associated with the operational separation of Spinco from WDC to create an independent public company including legal entity restructuring and administrative fees to establish the new legal structure of Spinco. Spinco believes these charges
do not reflect Spinco’s operating results and that they are not indicative of the underlying performance of the business.

Please telephone me at (949) 672-7335 with any questions or comments you may have.

Sincerely,

/s/ Brandi Steege

cc:
 Sandisk Corporation

 
 Thomas Ivey

 
 Christopher Bors

October 29, 2024
Brandi Steege
Assistant Secretary
Sandisk Corp.
951 Sandisk Drive
Milpitas, CA 95035
Re:Sandisk Corp.
Amendment No. 2 to
Draft Registration Statement on Form 10-12B
Submitted October 15, 2024
CIK No. 0002023554
Dear Brandi Steege:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our August 22, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form 10-12B
Capitalization, page 79
1.Your note to adjustment (1) indicates that you will retain an amount in cash and cash
equivalents "equal to" $1,000 million, however, pro forma adjustment A indicates that
you will retain an amount "not to exceed" $1,000 million. Please revise to clarify this
apparent inconsistency.

October 29, 2024
Page 2
Non-GAAP Financial Measures and Use of Certain Terms, page 106
2.Please address the following as it relates to your non-GAAP measure of adjusted
EBITDA and revise your disclosures as necessary:
•Provide a breakdown of the various costs such as employee termination, asset
impairment, gain on sale of property, and reversals of charges, included in
adjustment (5) for each period presented, including the pro forma information.
•Explain your reference in adjustment (5) that Spinco "may" record credits related
to gains upon sale of property and clarify whether Spinco has actually recorded
such charges. In addition, explain the reference to reversal of charges in prior
periods.
•Tell us whether the items in adjustment (5) relate to actual restructuring plans
implemented during the period and where you have included a discussion of such
plans in the financial statement footnotes.
•Provide a separate breakdown of the individual costs included in adjustments (7)
and (8) for each period presented, including the pro forma information.
            Please contact Chen Chen at 202-551-7351 or Kathleen Collins at 202-551-3499 if
you have questions regarding comments on the financial statements and related
matters. Please contact Uwem Bassey at 202-551-3433 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Maggie Yiin

August 22, 2024
Brandi Steege
Assistant Secretary
Sandisk Corp
951 Sandisk Drive
Milpitas, CA 95035
Re:Sandisk Corp
Amendment No. 1 to Draft Registration Statement on Form 10-12B
Submitted August 9, 2024
CIK No. 0002023554
Dear Brandi Steege:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
July 10, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form 10-12B
Unaudited Pro Forma Condensed Combined Financial Statements, page 82
1.We note on March 3, 2024, WDC announced that SanDisk China entered into an Equity
Purchase Agreement with JCET under which SanDisk China will sell 80% of its equity
interest in SDSS to JCET, thereby forming a joint venture between SanDisk China and
JCET. Please tell us your consideration to include pro forma financial information related
to this transaction. Refer to Rule 11-01(a)(8) of Regulation S-X.
2.Please revise to remove the header for "Transaction Accounting Adjustments" that is
currently over all of the columns in the pro forma financial statements and instead limit
such reference to only those columns that include transaction accounting adjustments.
Refer to Rule 11-02(a)(6) of Regulation S-X.

August 22, 2024
Page 2
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Spin-off Adjustments, page 86
3.Please explain further the adjustments included in pro forma adjustment M and the basis
for inclusion of such adjustment as a Spin-off Adjustment. In your response, specify
whether the adjustment is supported by the terms of your separation and distribution
agreement or any other agreement. Also, tell us your consideration to classify this
adjustment as an Autonomous Entity Adjustment or whether the adjustment reflects
synergies and dis-synergies related to the spin transaction that should be classified as a
Management Adjustment.
Non-GAAP Financial Measures and Use of Certain Terms
Free Cash Flow, page 105
4.We note from your response to prior comment 8, you make cash contributions to Flash
Ventures to fund their capital expenditure and inventory purchases, which are
subsequently repaid by Flash Ventures through cash generated in their operations. Please
explain how these fundings and repayments are reflected within the Notes receivable
issuances/proceeds to Flash Ventures line items in investing cash flows. Clarify whether
these line items include only amounts paid/repaid for capital expenditure and inventory
purchases. To the extent they include amounts related to other cash payments/receipts
related to the joint venture, explain further what such amounts represent. In your response
provide us with a breakdown of the components of the Notes receivable/issuances balance
at the end of each period presented to support the information in your investing cash flow
activities. Lastly, explain further what this adjustment is intended to convey and how it is
useful to investors.
            Please contact Chen Chen at 202-551-7351 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Uwem Bassey at 202-551-3433 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Maggie Yiin

July 10, 2024
Brandi Steege
Assistant Secretary
Sandisk Corp
951 Sandisk Drive
Milpitas, CA 95035
Re:Sandisk Corp
Draft Registration Statement on Form 10-12B
Submitted June 13, 2024
CIK No. 0002023554
Dear Brandi Steege:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form 10-12B
Forward Looking Statements, page 61
1.Please note that the safe harbor for forward-looking statements provided by the Private
Securities Litigation Reform Act of 1995 applies to issuers that are subject to the
reporting requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 at the time the statements are made. Please revise to remove the implication that
the statements made in your registration statement are within the protection of the Private
Securities Litigation Reform Act of 1995 or tell us why you believe that the safe harbor is
available to you.
Notes to Unaudited Pro Forma Combined Financial Statements
Autonomous Entity Adjustments, page 87
Please explain why pro forma adjustment (M) is classified as an Autonomous Entity
Adjustment rather than a Management Adjustment. In this regard, additional charges, 2.

July 10, 2024
Page 2
which are "expected to be incurred in relation to the separation of the Spinco as a
standalone public company" would appear to be dis-synergies. Refer to Rule 11-02(a)(7)
of Regulation S-X.
Management Adjustments, page 88
3.Please provide us with a breakdown of your Management Adjustments by type of costs
such as those related to additional headcount, infrastructure costs, etc. To the extent there
are various types of costs included in each line item of your pro forma net income (loss)
reconciliation, revise to include such costs separately and ensure that your disclosures
address the material assumptions related to such adjustments. Also, revise to clarify
whether the adjustment represents a synergy or dis-synergy. Refer to Rule 11-02(a)(7) of
Regulation S-X.
Business, page 90
4.We note your disclosure that you are the "market leader in the Consumer end market and
have one of largest consumer brands and franchises in the world" and that you have "one
of the technology industry’s most valuable patent portfolios..." Please provide support for
these assertions and explain if your leadership and the value of you patent portfolio is
based on objective criteria such as market share or revenue, or other metrics.
Operations, page 93
5.We note your disclosure here as well as in a risk factor on page 34 concerning your joint
venture with Kioxia. Please expand your disclosure here to discuss the joint venture
agreement in greater detail, providing all material provisions such as each party's rights
and obligations, payment provisions, royalty provisions, term and termination provisions.
To the extent you are substantially dependent on this agreement, file the agreement as an
exhibit. Alternatively, provide an analysis supporting your determination the agreements
are not required to be filed pursuant to Item 601(b)(10)(B)(ii) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
Operational Update, page 100
6.Please revise to clarify what is meant by manufacturing underutilization. In this regard,
include a discussion of the temporary reduction in utilization of your manufacturing
capacity to an abnormally low level as indicated in Western Digital's December 20, 2023
response letter. In addition, revise your discussion of gross profit on page 103 to
separately quantify the charges for manufacturing underutilization and the write-down of
flash inventory.
Results of Operations
Operating Expenses, page 103
We note you reference several factors that impacted your various operating expenses such
as headcount, professional fees, restructuring actions, etc. Where a material change is
attributed to two or more factors, including any offsetting factors, revise to ensure you

 7.

July 10, 2024
Page 3
include a quantified discussion of each factor and avoid using terms such as “primarily”
or “substantially all” in favor of specific quantification. Refer to Item 303(b) of
Regulation S-X.
Non-GAAP Financial Measures and Use of Certain Terms
Free Cash Flow, page 105
8.Please explain further the adjustment for "activity related to Flash Ventures, net" in your
non-GAAP free cash flow measure. Tell us, and revise to disclose, what a free cash flow
measure adjusted for such amount is intending to convey and how it is useful to investors.
Also, please revise the title of this measure as your calculation appears to differ from the
standard calculation of free cash flow (i.e., cash flows from operations less capital
expenditures). Refer to Item 10(e)(1)(i)(C) of Regulation S-K and Question 102.07 of the
non-GAAP C&DIs.
Notes to Combined Financial Statements Comment
Note 1. Organization and Basis of Presentation
Basis of Presentation, page F-9
9.You state that the allocation of certain general corporate expenses may not reflect the
expenses that the Business would have incurred as a standalone company. Please revise to
disclose management's estimate of what the expenses would have been on a standalone
basis for each period presented, if practicable and materially different than the results
provided. Alternatively, revise to state, if true, that it is not practicable to estimate actual
costs that would have been incurred had the Business been a standalone company during
the periods presented. Also state, if true, that these costs may not be indicative of the
expenses that you will incur in the future or would have incurred if you had obtained these
services from an unrelated third party. Refer to SAB Topic 1.B.1.
Revenue and Accounts Receivable, page F-13
10.You state that the Business’s services revenue mainly includes professional service
arrangements and post contract customer support, warranty as a service and maintenance
contracts. Please revise to discuss the timing of revenue recognition for each of these
services, if material.
            Please contact Chen Chen at 202-551-7351 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Uwem Bassey at 202-551-3433 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Maggie Yiin