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CORRESP Filing

Penguin Solutions, Inc.
Date: June 4, 2025 · CIK: 0001616533 · Accession: 0001193125-25-134890

Financial Reporting Regulatory Compliance Internal Controls

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File numbers found in text: 001-38102

Referenced dates: May 20, 2025

Date
June 4, 2025
Author
/s/ Sara von Althann
Form
CORRESP
Company
Penguin Solutions, Inc.

Letter

Re: Penguin Solutions, Inc. Form 10-K for the Fiscal Year Ended August 30, 2024 Filed October 24, 2024 Form 10-Q for the Quarterly Period Ended February 28, 2025 Filed April 2, 2025 File No. 001-38102 Ladies and Gentlemen: On behalf of our client, Penguin Solutions, Inc. (the “Company”), we acknowledge receipt of comments from the staff (the “Staff”) of the Securities and Exchange Commission received by letter dated May 20, 2025 (the “Comment Letter”) concerning the Company’s annual report on Form 10-K for the fiscal year ended August 30, 2024, filed October 24, 2024 and quarterly report on Form 10-Q for the quarter ended February 28, 2025, filed April 2, 2025. The Comment Letter requests that the Company respond within ten business days or advise the Staff when the Company will respond. As communicated to the Staff by voicemail, the Company hereby requests an extension to respond by June 18, 2025. This additional time will enable the necessary internal review and coordination with external advisors related to the Company’s response to the Comment Letter. Sidley Austin (DC) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

SIDLEY AUSTIN LLP 1501 K STREET, N.W. WASHINGTON, D.C. 20005 +1 202 736 8000 +1 202 736 8711 FAX

+1 202 736 8715 SVONALTHANN@SIDLEY.COM June 4, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Claire Erlanger Eiko Yaoita Pyles

Page 2 Thank you for your consideration in reviewing the above request. Please contact Sara von Althann of Sidley Austin LLP at (202) 736-8715 with any questions or further comments regarding the responses to the Staff’s comments.

Sincerely,
/s/ Sara von Althann

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CORRESP
 1
 filename1.htm

 CORRESP

 SIDLEY AUSTIN LLP 1501 K STREET, N.W.
 WASHINGTON, D.C. 20005 +1 202 736 8000
 +1 202 736 8711 FAX

 +1 202 736 8715
 SVONALTHANN@SIDLEY.COM
 June 4, 2025
 VIA EDGAR U.S. Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549 Attention:  Claire Erlanger
 Eiko Yaoita Pyles

 Re:
 Penguin Solutions, Inc.
 Form 10-K for the Fiscal Year Ended August 30, 2024
 Filed October 24, 2024
 Form 10-Q for the Quarterly Period Ended February 28, 2025
 Filed April 2, 2025
 File No. 001-38102
 Ladies and Gentlemen: On behalf of our client,
Penguin Solutions, Inc. (the “Company”), we acknowledge receipt of comments from the staff (the “Staff”) of the Securities and Exchange Commission received by letter dated May 20, 2025 (the “Comment Letter”)
concerning the Company’s annual report on Form 10-K for the fiscal year ended August 30, 2024, filed October 24, 2024 and quarterly report on Form 10-Q
for the quarter ended February 28, 2025, filed April 2, 2025. The Comment Letter requests that the Company respond within ten
business days or advise the Staff when the Company will respond. As communicated to the Staff by voicemail, the Company hereby requests an extension to respond by June 18, 2025. This additional time will enable the necessary internal review and
coordination with external advisors related to the Company’s response to the Comment Letter.
 Sidley Austin
(DC) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

 Page 2
 Thank you for your consideration in reviewing the above request. Please contact Sara von
Althann of Sidley Austin LLP at (202) 736-8715 with any questions or further comments regarding the responses to the Staff’s comments.

 Sincerely,

 /s/ Sara von Althann

 Sara von Althann

 cc:
 Nate Olmstead, Penguin Solutions, Inc.
 Anne Kuykendall, Penguin Solutions, Inc.
 Martin Wellington, Sidley Austin LLP