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

2.     Please explain why pro forma adjustment (M) is classified as an
Autonomous Entity
       Adjustment rather than a Management Adjustment. In this regard,
additional charges,
 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

7.     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
 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