UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended April 30, 2022 |
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| OR |
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to |
Commission file number 001-41249CREDO TECHNOLOGY GROUP HOLDING LTD
(Exact Name of Registrant as Specified in Its Charter)
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| Cayman Islands | | N/A |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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c/o Maples Corporate Services, Limited, PO Box 309, Ugland House Grand Cayman, KY1-1104, Cayman Islands | | | N/A |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (408) 664-9329
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Ordinary shares, par value $0.00005 per share | CRDO | The Nasdaq Stock Market LLC |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ |
| | 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The registrant completed the initial public offering of its ordinary shares on January 31, 2022. Accordingly, there was no public market for the registrant’s ordinary shares as of October 31, 2021, the last business day of the registrant’s most recently completed second fiscal quarter.
The registrant had 148,566,935 ordinary shares outstanding as of March 28, 2023.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Part III of this Form 10-K are incorporated by reference from the registrant’s definitive proxy statement for its 2022 annual meeting of shareholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K. Except with respect to information specifically incorporated by reference in this Form 10-K, the proxy statement is not deemed to be filed as part of this Form 10-K.
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| Auditor Name: | Ernst & Young LLP | Auditor Location: | San Jose, California | Auditor Firm ID: | 42 |
EXPLANATORY NOTE
The purpose of this Amendment (the “Amendment”) to our Form 10-K for the year ended April 30, 2022 (the “Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on June 8, 2022, is solely to correct an inadvertent omission of certain language from paragraph 4 of the Exhibit 31.1 and Exhibit 31.2 certifications originally filed with our Form 10-K.
This Amendment contains only the Cover Page, this Explanatory Note and Exhibits 31.1 and 31.2. No other changes have been made to the Form 10-K as filed with the SEC on June 8, 2022. This Amendment speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Form 10-K and our other filings with the SEC.
PART IV
Item 15. Exhibits and Financial Statement Schedules
Exhibits
The following is a list of exhibits required by Item 601 of Regulation S-K filed as part of this Form 10-K/A. For exhibits that previously have been filed, the Registrant incorporates those exhibits herein by reference. The index below includes the Form Type and Filing Date of the previous filing and the location of the exhibit in the previous filing which is being incorporated by reference herein.
EXHIBIT INDEX
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| Exhibit Number | | Description | |
| 31.1* | | | |
| 31.2* | | | |
| 101.INS* | | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH* | | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
_______________*Filed or furnished herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, as amended, the registrant has duly has duly caused this amendment to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
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| CREDO TECHNOLOGY GROUP HOLDING LTD |
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| Date: April 5, 2023 | By: | /s/ William Brennan |
| | Name: | William Brennan |
| | Title: | President and Chief Executive Officer |
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| Date: April 5, 2023 | By: | /s/ Daniel Fleming |
| | Name: | Daniel Fleming |
| | Title: | Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment to Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated..
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| Signature | | Title | | Date |
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| William Brennan | | President and Chief Executive Officer
(principal executive officer) | | April 5, 2023 |
| /s/ William Brennan | | |
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| Daniel Fleming | | Chief Financial Officer
(principal financial and accounting officer) | | April 5, 2023 |
| /s/ Daniel Fleming | | |
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| Sylvia Acevedo | | Director | | April 5, 2023 |
| * | | |
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| Chi Fung Cheng | | Director | | April 5, 2023 |
| * | | |
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| Manpreet Khaira | | Director | | April 5, 2023 |
| * | | |
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| Yat Tung Lam | | Director | | April 5, 2023 |
| * | | |
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| Pantas Sutardja | | Director | | April 5, 2023 |
| * | | |
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| Lip-Bu Tan | | Director | | April 5, 2023 |
| * | | |
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| David Zinsner | | Director | | April 5, 2023 |
| * | | |
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| *By: | /s/ William Brennan |
| William Brennan |
| Attorney-in-Fact |
