SEC Comment Letter for Penguin Solutions, Inc. (PENG) (CIK 0001616533) (PENG) — May 23, 2017
Penguin Solutions, Inc. (PENG) (CIK 0001616533)
Date: May 23, 2017 · CIK: 0001616533 · Accession: 0000000000-17-017961
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3030 May 22 , 2017 Via E -mail Iain MacKenzie President and Chief Executive Officer SMART Global Holdings, Inc. 39870 Eureka Drive Newark, CA 94560
Re: SMART Global Holdings, Inc. Amendment No. 2 to Registration Statement on Form S -1 Filed May 22, 2017 File No. 333 -217539
Dear Mr. MacKenzie:
We have reviewed your amended registration statement and have the following 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 circumstanc es 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. Unless w e note otherwise, our references to prior comments are to comments in our May 19, 2017 letter .
Legal Proceedings, page 99
1. Please clarify the extent of your business that is derived from the patent claims declared invalid on May 8, 2017.
Voting Rights, page 122
2. Please reconcile your disclosure here regarding the required quorum with the information in section 8.2 of exhibit 3.1 .
Iain MacKenzie SMART Global Holdings, Inc. May 22 , 2017 Page 2
Exhibits
3. We note your response to prior comment 4. Please file exhibit F to exhibits 10.8 and 10.16.
Exhibit 5.1
4. From the revision in response to prior comment 6, it is unclear whether the resolutions contain material information that is not described in the registration statement. Please tell us why counsel has revised the opinion to condition it on information not availabl e to investors and to remove the reference to the registration statement.
You may contact Tara Harkins at (202) 551 -3639 or Lynn Dicker, Senior Accountant, at (202) 551 -3616 if you have questions regarding comments on the financial statements and related matters. Please contact Tim Buchmiller at (202) 551 -3635 or me at (202) 551 -3617 with any other questions.
Sincerely,
/s/ Russell Mancuso
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Mail Stop 3030 May 22 , 2017 Via E -mail Iain MacKenzie President and Chief Executive Officer SMART Global Holdings, Inc. 39870 Eureka Drive Newark, CA 94560 Re: SMART Global Holdings, Inc. Amendment No. 2 to Registration Statement on Form S -1 Filed May 22, 2017 File No. 333 -217539 Dear Mr. MacKenzie: We have reviewed your amended registration statement and have the following 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 circumstanc es 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. Unless w e note otherwise, our references to prior comments are to comments in our May 19, 2017 letter . Legal Proceedings, page 99 1. Please clarify the extent of your business that is derived from the patent claims declared invalid on May 8, 2017. Voting Rights, page 122 2. Please reconcile your disclosure here regarding the required quorum with the information in section 8.2 of exhibit 3.1 . Iain MacKenzie SMART Global Holdings, Inc. May 22 , 2017 Page 2 Exhibits 3. We note your response to prior comment 4. Please file exhibit F to exhibits 10.8 and 10.16. Exhibit 5.1 4. From the revision in response to prior comment 6, it is unclear whether the resolutions contain material information that is not described in the registration statement. Please tell us why counsel has revised the opinion to condition it on information not availabl e to investors and to remove the reference to the registration statement. You may contact Tara Harkins at (202) 551 -3639 or Lynn Dicker, Senior Accountant, at (202) 551 -3616 if you have questions regarding comments on the financial statements and related matters. Please contact Tim Buchmiller at (202) 551 -3635 or me at (202) 551 -3617 with any other questions. Sincerely, /s/ Russell Mancuso Russell Mancuso Branch Chief Officer of Electronics and Machinery cc: Alan F. Denenberg, Esq. Davis Polk & Wardwell LLP