Form 8-K/A - Current report: [Amend]

0001616533TRUE00016165332024-10-152024-10-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 15, 2024

PENGUIN SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Commission File Number 001-38102

Cayman Islands			98-1013909
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

c/o Walkers Corporate Limited
190 Elgin Avenue
George Town, Grand Cayman
Cayman Islands			KY1-9008
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: [phone]

SMART Global Holdings, Inc.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Ordinary shares, $0.03 par value per share			PENG			Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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This Amendment No. 1 on Form 8-K/A is being filed by Penguin Solutions, Inc. (the “Company”) to amend its Current Report on Form 8-K dated October 15, 2024 (the “Form 8-K”) to correct an error in Exhibit 99.1 furnished with the Form 8-K.

Item 2.02 Results of Operations and Financial Condition.

On October 15, 2024, the Company issued a press release announcing its financial results for the fourth quarter and full year fiscal 2024. A copy of the press release was attached to the Form 8-K as Exhibit 99.1. The Company subsequently discovered that the earnings release contained an error in the Reconciliation of GAAP to Non-GAAP Measures table. The reconciliation of “GAAP gross profit” to “Non-GAAP gross profit” inadvertently omitted the line item “Other” in the amount of $300,000 for both the three months and fiscal year ended August 30, 2024, which should have appeared below the line item “Cost of sales-related restructure.” The “Non-GAAP gross profit” line item as well as all other line items in the reconciliation table were correct.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 16, 2024			Penguin Solutions, Inc.
			By:			/s/ Nate Olmstead
						Nate Olmstead
						Senior Vice President and Chief Financial Officer
						(Principal Financial and Accounting Officer)

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Cover	Oct. 15, 2024
Cover [Abstract]
Document Type	8-K/A
Document Period End Date	Oct. 15, 2024
Entity Registrant Name	PENGUIN SOLUTIONS, INC.
Entity File Number	001-38102
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1013909
Entity Address, Address Line One	c/o Walkers Corporate Limited
Entity Address, Address Line Two	190 Elgin Avenue
Entity Address, City or Town	George Town, Grand Cayman
Entity Address, Country	KY
Entity Address, Postal Zip Code	KY1-9008
City Area Code	510
Local Phone Number	623-1231
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary shares, $0.03 par value per share
Trading Symbol	PENG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001616533
Amendment Flag	true

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