United States securities and exchange commission logo





                               December 14, 2021

       Thomas Schiller
       Chief Financial Officer
       indie Semiconductor, Inc.
       32 Journey
       Aliso Viejo, California 92656

                                                        Re: indie
Semiconductor, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed November 22,
2021
                                                            File No. 333-261269

       Dear Mr. Schiller:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

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

       Form S-1 filed November 22, 2021

       Cover Page

   1.                                                   Please disclose
prominently on the prospectus cover page that you are not a Chinese
                                                        operating company but a
Delaware holding company with operations conducted by your
                                                        subsidiaries based in
China and that this structure involves unique risks to investors.
                                                        Provide a
cross-reference to your detailed discussion of risks facing the company and the
                                                        offering as a result of
this structure.
   2.                                                   Provide prominent
disclosure about the legal and operational risks associated with being
                                                        based in or having the
majority of the company   s operations in China. Your disclosure
                                                        should make clear
whether these risks could result in a material change in your operations
                                                        and/or the value of
your common stock or could significantly limit or completely hinder
                                                        your ability to offer
or continue to offer securities to investors and cause the value of such
 Thomas Schiller
FirstName LastNameThomas  Schiller
indie Semiconductor, Inc.
Comapany14,
December   Nameindie
              2021 Semiconductor, Inc.
December
Page  2   14, 2021 Page 2
FirstName LastName
         securities to significantly decline or be worthless. Your disclosure
should address how
         recent statements and regulatory actions by China   s government, such
as those related to
         the use of variable interest entities and data security or
anti-monopoly concerns, has or
         may impact the company   s ability to conduct its business, accept
foreign investments, or
         list on an U.S. or other foreign exchange. Your prospectus summary
should address, but
         not necessarily be limited to, the risks highlighted on the prospectus
cover page.


3.       Clearly disclose how you will refer to the holding company,
subsidiaries, and other
         entities when providing the disclosure throughout the document so that
it is clear to
         investors which entity the disclosure is referencing and which
subsidiaries or entities are
         conducting the business operations. Refrain from using terms such as
 we    or    our    when
         describing activities or functions of a subsidiary or other entities.
Disclose clearly the
         entity (including the domicile) in which investors are purchasing
their interest.
4.       Provide a description of how cash is transferred through your
organization and disclosure
         regarding your intentions to distribute earnings or settle amounts
owed under your
         agreements. State whether any transfers, dividends, or distributions
have been made to
         date.
Prospectus Summary, page 1

5.       In your summary of risk factors, disclose the risks that your
corporate structure and being
         based in or having the majority of the company   s operations in China
poses to investors.
         In particular, describe the significant regulatory, liquidity, and
enforcement risks with
         cross-references to the more detailed discussion of these risks in the
prospectus. For
         example, specifically discuss risks arising from the legal system in
China, including risks
         and uncertainties regarding the enforcement of laws and that rules and
regulations in
         China can change quickly with little advance notice; and the risk that
the Chinese
         government may intervene or influence your operations at any time, or
may exert more
         control over offerings conducted overseas and/or foreign investment in
China-based
         issuers, which could result in a material change in your operations
and/or the value of
         your common stock. Acknowledge any risks that any actions by the
Chinese government
         to exert more oversight and control over offerings that are conducted
overseas and/or
         foreign investment in China-based issuers could significantly limit or
completely hinder
         your ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless.
6.       Disclose each permission that you or your subsidiaries are required to
obtain from Chinese
         authorities to operate and issue these securities to foreign
investors. State whether you or
         your subsidiaries, or VIEs are covered by permissions requirements
from the China
         Securities Regulatory Commission (CSRC), the Cyberspace Administration
of China
         (CAC) or any other entity that is required to approve your or your
subsidiaries    operations,
         and state affirmatively whether you have received all requisite
permissions and whether
 Thomas Schiller
FirstName LastNameThomas  Schiller
indie Semiconductor, Inc.
Comapany14,
December   Nameindie
              2021 Semiconductor, Inc.
December
Page  3   14, 2021 Page 3
FirstName LastName
         any permissions have been denied.
7.       Please disclose whether you are required to obtain any approvals to
offer securities to
         foreign investors, whether you have received such approvals and the
consequences to you
         and your investors if you do not receive or maintain the approvals,
inadvertently conclude
         that such approvals are not required, or applicable laws, regulations,
or interpretations
         change and you are required to obtain approval in the future.
8.       Provide a clear description of how cash is transferred through your
organization. Disclose
         your intentions to distribute earnings or settle amounts owed under
your operating
         structure. Quantify any cash flows and transfers of other assets by
type that have occurred
         between the holding company and its subsidiaries and direction of
transfer. Quantify any
         dividends or distributions that a subsidiary has made to the holding
company and which
         entity made such transfer, and their tax consequences. Similarly
quantify dividends or
         distributions made to U.S. investors, the source, and their tax
consequences. Describe any
         restrictions on foreign exchange and your ability to transfer cash
between entities, across
         borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to
         distribute earnings from your businesses, including subsidiaries to
the parent company and
         U.S. investors as well as the ability to settle amounts owed.
9.       Please include an organization and ownership chart to explain the
structure of your
         company and its subsidiaries, including your various ownership
percentages. Please also
         include any variable interest entities.
Risk Factors, page 7

10.      Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to separately highlight the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of your common stock. Also,
given recent
         statements by the Chinese government indicating an intent to exert
more oversight and
         control over offerings that are conducted overseas and/or foreign
investment in China-
         based issuers, acknowledge the risk that any such action could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless.
11.      In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China over data security, particularly for companies seeking to list
on a foreign exchange,
         please revise your disclosure to explain how this oversight impacts
your business and your
         offering and to what extent you believe that you are compliant with
the regulations or
         policies that have been issued by the CAC to date.
        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.
 Thomas Schiller
indie Semiconductor, Inc.
December 14, 2021
Page 4

       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.

       You may contact Bradley Ecker at (202)-551-4985 or Sherry Haywood at
(202)-551-
3345 any questions.



FirstName LastNameThomas Schiller                          Sincerely,
Comapany Nameindie Semiconductor, Inc.
                                                           Division of
Corporation Finance
December 14, 2021 Page 4                                   Office of
Manufacturing
FirstName LastName