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 April 2, 2025

Nate Olmstead
Chief Financial Officer
Penguin Solutions, Inc.
c/o Walkers Corporate Limited
190 Elgin Avenue
George Town, Grand Cayman
Cayman Islands, KY1-9008

 Re: Penguin Solutions, Inc.
 Form 10-K for the Fiscal Year Ended August 30, 2024
 Filed October 24, 2024
 File No. 001-38102
Dear Nate Olmstead:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended August 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Estimates, page 61

1. We note that you intend to wind down manufacturing and discontinue the
sale of
 certain legacy products offered through your Penguin Edge business and
anticipate
 that the goodwill of the Penguin Edge reporting unit of $16.1 million
may become
 further impaired in future periods. In future filings, please provide
information for
 investors to assess the probability of future goodwill impairment
charges related to
 this reporting unit. If the reporting unit is at risk of failing, you
should disclose:
 the percentage by which fair value exceeded carrying value at the
date of the most
 recent test;
 a discussion of the degree of uncertainty associated with the
assumptions; and
 April 2, 2025
Page 2

 a description of potential events and/or changes in circumstances
that could
 reasonably be expected to negatively affect the key assumptions.
 Please refer to Item 303(b)(3) of Regulation S-K.
Notes to Consolidated Financial Statements
Other Operating (Income) Expense, page 97

2. We note your disclosure that in 2024 and 2023, you initiated plans that
included
 workforce reductions and the elimination of certain projects cross your
businesses. In
 connection therewith, you recorded restructure charges of $ 7.1 million
and $ 7.0
 million in 2024 and 2023, respectively, primarily for employee severance
costs and
 other benefits. To the extent this amount is material to operating
and/or net income,
 please revise to include the disclosures set forth in ASC 420-10-50-1.
See also Staff
 Accounting Bulletin Topic 5.P.4.
Income Taxes, page 98

3. We note that you released $69.8 million of your deferred tax valuation
allowance
 during the year ended August 25, 2023. With reference to ASC
740-10-30-16 through
 25, provide us with a comprehensive analysis to support this release. In
this regard,
 explain the positive and negative evidence that you considered, how that
evidence was
 weighted and how that evidence led you to determine it was appropriate
to release a
 portion of the valuation allowance. Additionally, describe the
anticipated future trends
 included in your projections of future taxable income and the amount of
pre-tax
 income that you need to generate to realize your deferred tax assets.
 In closing, 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.

 Please contact Eiko Yaoita Pyles at 202-551-3587 or Claire Erlanger at
202-551-3301
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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