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: (510) 623-1231
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. ☐
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.
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) |
