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