QQnity Electronics

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

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 6 of Amendment

No. 1 to include summarized disclosure on the significant indebtedness that the Company expects to incur in connection with the Spin-Off and the expected cash distribution to DuPont. Read in the reply ↗

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

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 13 to 15 and 55 to 57 of Amendment No. 1 in response. Read in the reply ↗

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.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 19, 20, 42, 61, 168 and 174 of Amendment No. 1 to clarify that the condition that the Company receives an opinion from outside counsel is waivable by DuPont, but that the DuPont board of directors does not currently intend to waive this condition. Read in the reply ↗

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

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 35 of Amendment No. 1 to state the percentage of goodwill and intangible assets compared to total assets for the Company and its subsidiaries.

Following the Spin-Off, certain of our directors and employees may have actual or potential conflicts, page 43 Read in the reply ↗

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

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 46 of Amendment

No. 1 to state that the Company has not identified any actual conflicts of interest and to provide further examples as to situations in which conflicts of interest may arise. Read in the reply ↗

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.

Rest of the question

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.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 80 and 82 of Amendment No. 1 to include quantification of the primary factors responsible for changes in Cost of Sales. With respect to quantifying the extent to which certain factors are responsible for changes in Segment Operating EBITDA however, the Company believes that the most prominent factor responsible for changes in Segment Operating EBITDA is volume, which is addressed throughout the section entitled

“Management’s Discussion and Analysis of Financial Condition and Results of

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Operations”, and any items that have been described as offsetting the change in volume are not significant in the periods presented.

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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.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 88 of Amendment No. 1 to include a discussion on the cash and cash equivalents balance held in foreign jurisdictions as of March 31, 2025, and to address the future potential impact on liquidity as a result of holding cash outside of the U.S. by reference to the Company’s domestic cash and cash equivalents following the Spin-Off. Read in the reply ↗

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.

Rest of the question

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. 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. 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.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 89 of Amendment No. 1 to include discussion of changes in cash flow from operations, including primary drivers of the working capital fluctuations. Read in the reply ↗

Please tell us, with a view to disclosure, the business reasons for the creation of the Purpose Trust and the Series A Preferred Stock. Notes to the Unaudited Pro Forma Combined Financial Statements Note 1 - Transaction Accounting Adjustments, page 82 We note that adjustment (a) reflects approximately $4.1 billion of borrowings expected to be incurred in connection with the Spin-Off.

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We also note from your disclosure on pages 18, 31, and elsewhere in the filing, that this debt consists of a $1.6 billion senior secured term loan facility, which will be drawn prior to or concurrently with the Spin-Off, $1.5 billion of senior secured notes and $1 billion of senior unsecured notes. Please revise your disclosure in the notes to the pro forma financial statements, and in the Capitalization table on page 76, to disclose estimated details of 2. each of these debt instruments including terms such as expected interest rates and maturity.

The Company respectfully advises the Staff that the Series A Preferred

Stock is being designated and issued, and the Trust is being established, in response to certain recent developments in Delaware law related to the enforceability of contracts granting control of certain matters to third parties, in order to, while maintaining the intended structure of the Spin-Off, ensure the enforceability of, and compliance with (and prohibit any circumvention of), the terms and conditions of the Separation Agreement irrevocably granting DuPont sole and exclusive authority to control and determine the

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matters described in the second paragraph of the section entitled “Our Relationship with DuPont Following the Distribution—Separation Agreement—Legal

Matters” of Amendment No. 3, in respect of which DuPont and the Company are being contractually allocated economic responsibility on a percentage basis (with the Company’s share being the Applicable Qnity Percentage (as defined in

Amendment No. 3) and DuPont’s share expected to be more than the Qnity Applicable Percentage). The Company has revised the disclosure on page 202 of Amendment No. 3 in response to the Staff’s comment.

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