SecProbe.io

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 July 18, 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 completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

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 27, 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 submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission received by letter dated June 23, 2025 concerning the
Company’s annual report on Form 10-K for the fiscal year ended August 30, 2024, filed October 24, 2024, and the Company’s quarterly report on Form
 10-Q for the fiscal quarter ended February 28, 2025, filed April 2, 2025. We have reviewed and discussed your comments with representatives of the Company, which has instructed us to submit the
responses set forth in this letter on its behalf. For your convenience, each comment is repeated in italics below. The Company’s prior response letter dated June 18, 2025, in response to the Staff’s comments dated May 20, 2025,
are referred to herein as the “June 18, 2025 Response Letter.” Management’s Discussion and Analysis of Financial Condition and Results
of Operations Impairment of Goodwill, page 31
 1. We note your response to prior comment 2. Please provide a more detailed analysis supporting your conclusion that a full impairment of
the remaining $10 million in goodwill is not necessary when impairment became probable. Specifically, explain to us the last sentence of your response that as the Penguin Edge business continues to wind down, cash flows from the business will
be received by the Company, decreasing the remaining cash flows from customer contracts and resulting in further declines in the fair value of the business and
 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

 additional impairments of goodwill. In this regard, we would expect that the remaining
cash flows have already been considered in the fair value calculation at the time of measurement. Please advise. Additionally, in your response, please be more specific in discussing the methods and key assumptions you used to estimate the fair
value of the Penguin Edge business in connection with your goodwill impairment assessment during the second quarter of 2025. See guidance in ASC
 350-10-50-2. Response:
 We respectfully acknowledge the Staff’s comment. As previously disclosed in the Company’s periodic reports, in the second fiscal quarter of
2023, the Company initiated a plan to wind down manufacturing and discontinue the sale of legacy products offered through its Penguin Edge business. As of February 28, 2025, the Company determined that it was more likely than not that the fair
value of the Penguin Edge business was less than its carrying amount and elected to bypass the qualitative assessment as allowed under ASC
 350-20-35-70. Following the guidance in ASC 350-20-35-4 through 35-8 to perform the quantitative goodwill impairment test, the Company determined that as of February 28, 2025, the fair value of the
Penguin Edge business of $20.3M was lower than its carrying amount of $26.4M, resulting in a goodwill impairment charge of $6.1M. While the Penguin Edge
business’s goodwill will become fully impaired upon the cessation of the Penguin Edge business, as of February 28, 2025, a full impairment of its goodwill was not appropriate because, after the partial $6.1M impairment, the reporting
unit’s carrying amount was equal to its fair value (including remaining goodwill). As provided in ASC 350-20-35-73, “A
goodwill impairment loss, if any, shall be measured as the amount by which the carrying amount of a reporting unit including goodwill exceeds its fair value, limited to the total amount of goodwill of the entity.” A key assumption in
determining the fair value of the Penguin Edge business as of February 28, 2025 was the Company’s expectation that the business would continue to be profitable and generate positive free cash flow through the wind down of the business.
Another key assumption was the business’s estimated remaining free cash flows, which included operating income from sales of inventory, through the end of fiscal 2025 pursuant to existing contracts and future orders, as described in more detail
below. The fair value of the Penguin Edge business was determined in accordance with ASC 820, which refers to the price that would be received to sell
the reporting unit as a whole in an orderly transaction between market participants at the measurement date. As noted in the June 18, 2025 Response Letter, for purposes of its discounted cash flow model used in determining fair value, the
Company assumed that market participants would value the Penguin Edge business based on expected future cash flows to be received through the expected completion of the wind down of the Penguin Edge business. The Company calculated its expected
remaining cash flows based on existing contracts, future expected orders based on historical order volumes, and future expected orders identified through customer engagements for last-time buy planning, which were expected to fully consume all
inventory on hand. Net estimated discounted cash flows were calculated by taking the total proceeds expected from sales, minus cash outflows for costs associated with fulfilling customer contracts, operating expenses, collection of receivables
recognized as of February 28, 2025, and costs associated with the wind down of the Penguin Edge business. The Company assumed no capital expenditures because it is no longer investing in the business.

 Page
 3

 Using this valuation model, as of February 28, 2025, the fair value of the Penguin Edge business,
excluding cash held by the reporting unit, was determined to be $20.3 million, which resulted in an impairment charge of $6.1 million for that period in order to adjust the carrying amount to the fair value. To expand upon the last
sentence of our June 18, 2025 Response Letter: as Penguin Edge fulfills customer orders through the remainder of calendar 2025 and consumes its inventory, the fair value associated with net cash flows, which previously supported the continued
recognition of the goodwill as of February 28, 2025, will be converted into cash. Additionally, as inventory is sold, the expected future cash flows of the Penguin Edge business will simultaneously decline from current levels, resulting in the
Company converting any remaining inventory with its associated operating margin into cash. As a result, the fair value of the reporting unit (excluding any cash on hand) will decrease without a corresponding decrease to goodwill. The Company’s
remaining goodwill, however, will become impaired as the carrying amount of the business, including the goodwill (but excluding cash), will not decrease at the same rate as expected cash flows. The resulting goodwill impairments in future periods
will appropriately offset the operating income earned from sales, resulting in no net income statement benefit or loss during the wind-down period. Because the Company expects that substantially all cash flows from Penguin Edge will cease by the end
of calendar 2025, the Company expects the goodwill of the Penguin Edge business to be fully impaired by that time. In future filings, if the
Company’s situation requires and to the extent material, the Company will disclose additional information regarding its method of determining fair value, consistent with ASC 350.

 Page
 4

 Please feel free to contact me at 202-736-8715 or svonalthann@sidley.com or Sonia Barros at 202-736-8387 or sbarros@sidley.com with any questions or
comments. Thank you for your time and attention with respect to this matter.

 Sincerely,

 /s/ Sara von Althann

 Sara von Althann

 cc:
 Nate Olmstead, Chief Financial Officer, Penguin Solutions, Inc.
 Anne Kuykendall, Chief Legal Officer, Penguin Solutions, Inc.
 Jason Rissanen, Partner, Deloitte & Touche LLP
 Sonia Barros, Partner, Sidley Austin LLP
 Martin Wellington, Partner, Sidley Austin LLP

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<TEXT>
 June 23, 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
 Form 10-Q for the Quarterly Period Ended February 28, 2025
 Filed April 2, 2025
 File No. 001-38102
Dear Nate Olmstead:

 We have reviewed your June 18, 2025 response to our comment letter and
have the
following comment.

 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.
Unless we note otherwise, any references to prior comments are to comments in
our May 20,
2025 letter.

Form 10-Q for the Quarterly Period Ended February 28, 2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Impairment of Goodwill, page 31

1. We note your response to prior comment 2. Please provide a more detailed
analysis
 supporting your conclusion that a full impairment of the remaining $10
million in
 goodwill is not necessary when impairment became probable. Specifically,
explain to
 us the last sentence of your response that as the Penguin Edge business
continues to
 wind down, cash flows from the business will be received by the Company,
 decreasing the remaining cash flows from customer contracts and
resulting in further
 June 23, 2025
Page 2

 declines in the fair value of the business and additional impairments of
goodwill. In
 this regard, we would expect that the remaining cash flows have already
been
 considered in the fair value calculation at the time of measurement.
Please advise.
 Additionally, in your response, please be more specific in discussing
the methods and
 key assumptions you used to estimate the fair value of the Penguin Edge
business in
 connection with your goodwill impairment assessment during the second
quarter of
 2025. See guidance in ASC 350-10-50-2.
 Please contact Eiko Yaoita Pyles at 202-551-3587 or Claire Erlanger at
202-551-3301
if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

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 18, 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 submit this letter in response to comments from the staff (the
“Staff”) of the Securities and Exchange Commission received by letter dated May 20, 2025 concerning the Company’s annual report on Form 10-K for the fiscal year ended August 30, 2024,
filed October 24, 2024, and the Company’s quarterly report on Form 10-Q for the fiscal quarter ended February 28, 2025, filed April 2, 2025. We have reviewed and discussed your comments
with representatives of the Company, which has instructed us to submit the responses set forth in this letter on its behalf. For your convenience, each comment is repeated in italics below.
 Form 10-Q for the Quarterly Period Ended February 28, 2025
 Equity Preferred Shares, page 20

 1.
 You appear to indicate that the “share issuance limitation” could impact the conversion rights of
the CPS holders. Please provide more details about the nature of this provision, including how this limitation could impact the CPS holders’ conversion rights and your obligation to CPS holders. Also, tell us how this provision impacted your
accounting treatment of the CPS and your consideration of the guidance in ASC 815-40-25-10.
 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
 Response: We respectfully acknowledge the Staff’s comment. The “share issuance
limitation” referenced in the disclosure on page 20 of the Company’s Form 10-Q for the quarter ended February 28, 2025 refers to the “Ordinary Share Issuance Limitation” contained in
the Certificate of Designation relating to the Company’s convertible preferred shares, par value $0.03 per share (the “CPS”). For clarity and to avoid any confusion, the Company acknowledges that it discusses the Ordinary Share
Issuance Limitation in the “Conversion” section of the Form 10-Q; however, the Ordinary Share Issuance Limitation primarily relates to the form in which the Company pays dividends on the CPS, as
discussed below, which the Company will clarify in its next quarterly report on Form 10-Q by moving the discussion of the Ordinary Share Issuance limitation to the “Dividends” section of the Form 10-Q. Under the Certificate of Designation, dividends on the CPS accrue at 6% per annum. The Company has the sole
discretion to either pay these dividends in cash or allow them to compound. Dividends that the Company does not pay in cash are compounded quarterly and have the effect of increasing the number of Ordinary Shares (as defined below) that a CPS holder
would receive upon conversion. The Ordinary Share Issuance Limitation memorializes that laws and regulations (many of which will be applicable to all
public companies) may restrict share issuance or ownership levels unless certain approvals are obtained. One example of such laws and regulations is Nasdaq stock market rules that would require shareholder approval before issuance of 20% or more of
the outstanding ordinary shares or voting power of the Company. If compounded dividends payable on a dividend payment date would cause the number of the Company’s Ordinary Shares issuable upon a conversion of the CPS to exceed any such legal or
regulatory thresholds without the receipt of necessary approvals, the Ordinary Share Issuance Limitation provides that the Company would pay the applicable dividend in cash.
 In all cases, the CPS holders receive the full economic value of their dividends. The Ordinary Share Issuance Limitation relates solely to the form of payment
of, and not the value of, the dividends. Furthermore, as indicated above, the Ordinary Share Issuance Limitation merely acknowledges that applicable laws and regulations could, depending on circumstances, restrict the Company’s ability to
compound dividends unless it obtains certain approvals. In light of the foregoing and given that the Company maintains control over the form of dividend payment, and therefore, controls the actions or events necessary to issue the maximum number of
Ordinary Shares that could be required to be delivered under share settlement of the CPS, the Company respectfully submits that the Ordinary Share Issuance Limitation does not preclude permanent equity classification of the CPS under
ASC 480-10-S99-3A(6).

 Page 3
 For the Staff’s benefit, the Company’s analysis as to the accounting treatment of the CPS as equity
per the guidance in ASC 815-40-25-10 is set forth below:
 The principal amount of the CPS can convert into a fixed number of Ordinary Shares based on the contractual fixed ratio. In determining that the
 principal amount of the CPS (excluding dividends) can be classified as equity, the Company evaluated ASC 815-40-25-10,
which provides the following conditions to be met for the CPS to be classified as equity:

 •

 ASC
 815-40-25-10(b) — Entity has sufficient authorized and unissued shares. The entity has sufficient authorized and unissued
shares available to settle the contract after considering all other commitments that may require the issuance of stock during the maximum period the derivative instrument could remain outstanding.
 The Company has sufficient authorized and unissued Ordinary Shares (considering all other dilutive securities) to settle the number of shares issuable from
the conversion of the principal amount of the CPS. The principal amount of the CPS is convertible into 6,096,103 Ordinary Shares. As of the issuance date of the CPS and as of February 28, 2025, the Company had approximately 133 million
shares (200 million authorized shares minus approximately 67 million issued and committed shares) available for issuance. As it relates to the Company’s analysis of dividends payable on the CPS, the Company also took into account the
fact that it at all times retains full discretion and control to pay such dividends in cash. Accordingly, this condition is met.

 •

 ASC
 815-40-25-10(c) — Contract contains an explicit share limit. The contract contains an explicit limit on the number of shares
to be delivered in a share settlement. Under the terms of the CPS, there is an explicit limit on the number of shares to be
delivered to settle the CPS. The principal amount of the CPS can be settled/converted into Ordinary Shares at a conversion price of $32.81 [(200,000 preferred shares x $1,000) / $32.81 per convertible preferred share = 6,096,103 Ordinary Shares].
Here, too, as it relates to the Company’s analysis of dividends payable on the CPS, the Company took into account the fact that it at all times retains full discretion and control to pay such dividends in cash. Accordingly, this condition is
met.

 •

 ASC
 815-40-25-10(d) — No required cash payment (with the exception of penalty payments) if the entity fails to timely file.
There is no requirement to net cash settle the contract in the event the entity fails to make timely filings with the Securities and Exchange Commission (SEC).
 There is no such requirement. Accordingly, this condition is met.

 •

 ASC
 815-40-25-10(e) — No cash-settled top-off or make-whole provisions. There are no
cash settled top-off or make-whole provisions. There are no such provisions. Accordingly,
this condition is met.

 Page 4
 In addition, Company reviewed the guidance in ASC 815-40-25-10A and concluded that the CPS meet each condition therein with regard to Company control. First, the Company is not required to settle the CPS in registered
shares; pursuant to Section 7.1(a) of the Investor Agreement applicable to the CPS, any Ordinary Shares issued upon conversion of the CPS shall be issued in a transaction exempt from registration. Second, the CPS holders do not have any rights that
rank higher than ordinary shareholder rights with regard to cash payments; while the CPS holders have certain additional rights as compared to ordinary shareholders (such as director appointment rights, consent rights, and a liquidation
preference), these rights do not supersede ordinary shareholder rights in terms of the Company’s control over future cash payments, and the Certificate of Designation expressly disclaims any right of the CPS holders to require the Company to
redeem or repurchase the CPS. Finally, there are no requirements in the CPS to post collateral at any point for any reason. Accordingly, each condition is met.
 Accordingly, the Company respectfully advises the Staff that it concluded that the CPS should be accounted for as permanent equity.
 Management’s Discussion and Analysis of Financial Condition and Results of Operations
 Impairment of Goodwill, page 31

 2.
 Your response to prior comment 1 indicated that you now anticipate the wind down of certain aspects of the
Penguin Edge reporting unit to be completed by approximately the end of 2025, and that the future impairment of the goodwill balance is probable. Please tell us the following:

 •

 whether you anticipate the full impairment of the remaining $10 million goodwill balance in
the foreseeable future. Explain your basis if you do not believe it should be fully impaired even after you complete the wind down of Penguin Edge business.

 •

 how the probable impairment assumption factored into your current analysis that the fair value equals the
carrying value at March 31, 2025.

 •

 the methods and key assumptions you used to estimate the fair value of the Penguin Edge business in connection
with your goodwill impairment assessment during the second quarter of 2025. See guidance in ASC 350-10-50-2.
 Response: We respectfully acknowledge the Staff’s comment.
 The Company anticipates that the remaining $10 million goodwill balance will be fully impaired upon the completion of the wind-down of the Penguin Edge
business. Based on the Company’s current wind-down plan, the business is expected to materially cease operations by the end of calendar 2025.

 Page 5
 After determining that conditions existed suggesting that it was more likely than not that the fair value of
the Penguin Edge reporting unit may be less than its carrying amount, the Company utilized a discounted cash flow model to assess the fair value of the Penguin Edge business and reporting unit for the purpose of goodwill impairment during the second
quarter of fiscal 2025. The Penguin Edge technology is becoming obsolete and is only sold to a small number of customers who we expect to phase out the technology. Therefore, for purposes of its discounted cash flow model, the Company assumed that
market participants would value the business based on expected future cash flows through the expected completion of the wind-down. The Company used this valuation approach because there were no comparable transactions in the marketplace of a similar
business being sold while in the process of winding down. Further, since the Penguin Edge business has no expansion or product initiatives, those expected future cash flows incorporated expected revenues, the costs associated with fulfilling
customer contracts, and the costs associated with winding down the Penguin Edge business. In the analysis for the period ended February 28, 2025,
the Company applied a discount rate of 16.25%, which the Company believes reflects the return a market participant would require when purchasing the Penguin Edge business given the risk profile of the remaining operations and the limited future cash
flows from winding down. However, given the short period of time associated with the remaining cash flows for the business, changes to the discount rate would not have produced a materially different fair value estimate.
 Based on the Company’s analysis, the fair value of the Penguin Edge business was determined to be lower than its carrying value, resulting in an
impairment charge of $6.1M for the period ended February 28, 2025. The Company’s goodwill impairment loss reduced the Penguin Edge reporting unit’s carrying value to its fair value as of the end of the reporting period. As the Penguin
Edge business continues to wind down, cash flows from the business will be received by the Company, decreasing the remaining cash flows from customer contracts and resulting in further declines in the fair value of the business and additional
impairments of goodwill. Please feel free to contact me at
 202-736-8715 or svonalthann@sidley.com or Sonia Barros at 202-736-8387 or sbarros@sidley.com with any questions or comments. Thank you for your time and attention with
respect to this matter.

 Sincerely,

 /s/ Sara von Althann

 Sara von Althann

 Page 6

 cc:
 Nate Olmstead, Chief Financial Officer, Penguin Solutions, Inc.
 Anne Kuykendall, Chief Legal Officer, Penguin Solutions, Inc.
 Jason Rissanen, Partner, Deloitte & Touche LLP
 Sonia Barros, Partner, Sidley Austin LLP
 Martin Wellington, Partner, Sidley Austin LLP

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

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<TEXT>
 May 20, 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
 Form 10-Q for the Quarterly Period Ended February 28, 2025
 Filed April 2, 2025
 File No. 001-38102
Dear Nate Olmstead:

 We have reviewed your April 30, 2025 response to our comment letter 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.
Unless we note otherwise, any references to prior comments are to comments in
our April 2,
2025 letter.

Form 10-Q for the Quarterly Period Ended February 28, 2025
Equity
Preferred Shares, page 20

1. You appear to indicate that the share issuance limitation could
impact the
 conversion rights of the CPS holders. Please provide more details about
the nature of
 this provision, including how this limitation could impact the CPS
holders conversion
 rights and your obligation to CPS holders. Also, tell us how this
provision impacted
 your accounting treatment of the CPS and your consideration of the
guidance in ASC
 815-40-25-10.
 May 20, 2025
Page 2

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Impairment of Goodwill, page 31

2. Your response to prior comment 1 indicated that you now anticipate the
wind down of
 certain aspects of the Penguin Edge reporting unit to be completed by
approximately
 the end of 2025, and that the future impairment of the goodwill balance
is probable.
 Please tell us the following:
 whether you anticipate the full impairment of the remaining $10
million goodwill
 balance in the foreseeable future. Explain your basis if you do not
believe it
 should be fully impaired even after you complete the wind down of
Penguin Edge
 business.
 how the probable impairment assumption factored into your current
analysis that
 the fair value equals the carrying value at March 31, 2025.
 the methods and key assumptions you used to estimate the fair value
of the
 Penguin Edge business in connection with your goodwill impairment
assessment
 during the second quarter of 2025. See guidance in ASC 350-10-50-2.

 Please contact Eiko Yaoita Pyles at 202-551-3587 or Claire Erlanger at
202-551-3301
if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

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
 April 30, 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
 File No. 001-38102
 Ladies and Gentlemen: On behalf of our client,
Penguin Solutions, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission received by letter dated April 2, 2025 concerning the
Company’s annual report on Form 10-K for the fiscal year ended August 30, 2024, filed October 24, 2024. We have reviewed and discussed your comments with representatives of the Company, which
has instructed us to submit the responses set forth in this letter on its behalf. For your convenience, each comment is repeated in italics below.
 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;

 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

 •

 a discussion of the degree of uncertainty associated with the assumptions; and

 •

 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.
 Response: We respectfully acknowledge the Staff’s comment. In the Company’s quarterly report on Form
 10-Q for the quarter ended February 28, 2025, filed on April 2, 2025, the Company provided further updates regarding the expected completion timeline for the previously-announced wind down of certain
aspects of the Penguin Edge reporting unit, now anticipated to be completed by approximately the end of 2025, as well as recent and expected impairments to associated goodwill, as set forth in the following disclosure on page 31:
 During the second quarter of 2023, we initiated a plan pursuant to which we intend to wind down manufacturing and discontinue the sale of
certain legacy products offered through our Penguin Edge business by approximately the end of 2025. In connection therewith and with the preparation of the financial statements included in this Quarterly Report, we assessed goodwill associated with
our Penguin Edge business within our Advanced Computing segment and concluded it was partially impaired. As a result, we recorded a charge of $6.1 million in the second quarter of 2025 to impair the carrying value of Advanced Computing
goodwill. We currently anticipate that the goodwill of the Penguin Edge reporting unit of $10.0 million as of February 28, 2025 will become further impaired in future periods.
 In light of the Company’s plans to wind down the business and its current expectation of future further impairment of related goodwill, the Company does
not believe that there is material uncertainty regarding the likelihood of future impairment. Instead, the Company believes that such impairment is probable. In addition, following the impairment described above, as of the end of the second quarter
of fiscal year 2025 (“FY25”), the fair value of the Penguin Edge business was equal to its carrying value. In future filings, if the Company’s situation requires and to the extent material, the Company will disclose the percentage by
which fair value exceeded carrying value at the date of the most recent test, the degree of uncertainty associated with the assumptions, and potential events and/or changes in circumstances that could reasonably be expected to negatively affect the
key assumptions.

 Page
 3

 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 across 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.
 Response: We respectfully acknowledge the Staff’s comment. In future filings, to the extent the Company’s restructure charges are material to
its operating and/or net income, the Company will include the applicable disclosures set forth in ASC 420-10-50-1, including
disclosures regarding communication of any plans regarding workforce reductions or the elimination of certain projects as well as additional detail regarding the timing of any payment of liability balances. With regard to the $7.1 million and
$7.0 million restructure charges, these disclosures will include the information already presented in our Form 10-K for the fiscal year ended August 30, 2024, filed on October 24, 2024, in the
Consolidated Statement of Operations (page 68), the Other Operating (Income) Expense note (page 97), and the Segment and Other Information section (page 102). We will also include that these restructure charges consisted solely of employee
severance and other benefit costs, reflected in Other Operating (Income) Expense in the Consolidated Statement of Operations. In addition, we will disclose that these charges were primarily concentrated in the period management defined, committed,
and communicated the plan, and that therefore, they were accrued and recorded in the period announced, with the related liability typically settled within the subsequent twelve months. While we believe the liability balances are not material, we
will reconcile the restructuring liability balances by specifying that the fiscal year 2024 (“FY24”) beginning restructuring liability balance of $1.4M was fully settled in FY24, and the FY24 ending restructuring liability balance of $0.8M
is expected to be fully settled in FY25. 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.

 Page
 4

 Response: We respectfully acknowledge the Staff’s comment. In the past, the Company maintained a
valuation allowance against the deferred tax assets (“DTAs”) of its US consolidated group (the “US Group”) due primarily to the US Group’s historic generation of net operating losses (“NOLs”). For example, for
fiscal year 2021 (“FY21”), the US Group experienced a tax loss of ($22.9) million. However, the US Group generated significant profits beginning in the third quarter of fiscal year 2022 (“FY22”) and continuing through the end of
fiscal year 2023 (“FY23”). For FY22, the US Group generated taxable income of $12.4 million, and for FY23, the US Group generated taxable income of $41.0 million. As of FY23 year-end, the
US Group had a 12-quarter cumulative income position, having generated $30.5 million of taxable income in the aggregate over that period. We note that these figures represent the “taxable
income” of our US Group under US federal income tax law, which differs from the pre-tax income of our Cayman Islands parent reported under GAAP in our Form 10-Ks.
The shift in profitability of the US Group was due in part to the Company’s position in a growth industry—artificial intelligence and related applications—as discussed in more detail below.
 At the end of FY23, the Company reversed its valuation allowance on the US Group DTAs upon considering both positive and negative evidence
relevant to the decision, including recent history of profitability, market trends, forecasted profitability, historical ability to use NOLs or tax credit carryforward prior to expiration, industry cyclicality, and operating and macroeconomic risks
relevant to the Company, as discussed in more detail below. The positive evidence considered at the end of FY23 was:

 1)
 The US Group had an objectively verifiable 12-quarter cumulative
history of profits as of the end of FY23.

 2)
 The US Group operates in a growth industry. Our Advanced
Computing 1 segment offers specialized solutions and services for artificial intelligence, high-performance computing, machine learning, advanced modeling and the internet of things, and it is
objectively verifiable that it has experienced growth driven by the increased adoption and usage of artificial intelligence and related applications.

 3)
 As of the end of FY23, the Company projected future profitability and continued growth into FY24, which in turn
forecasted future taxable income for the US Group, exclusive of reversing temporary differences and carryforwards. Although the Company considered its objectively verifiable earnings history in forecasting future results, it notes that its
forecasted income for FY24 was more favorable than its FY23 earnings, albeit less objectively verifiable. This differential was due in part to the Company’s objectively verifiable position in a growth industry and the anticipated future trend
of continued growth in that industry.

 1
 Referred to as Intelligent Platform Solutions, or “IPS,” through October 14, 2024.

 Page
 5

 4)
 The US Group had an objectively verifiable history of using NOLs and tax credit carryforwards before they
expired: during FY23, the US Group generated significant US federal taxable income (before special deductions and the application of NOL carryforwards) and used all available NOLs and tax credit carryforwards that were not subject to IRC section 382
limitations or uncertain tax position reduction. As of the end of FY23, the net DTA remaining on the Company’s balance sheet was approximately $73.3 million. As of the end of FY23, based on the preceding historical performance, forecast of
future growth, and consideration of expirations, the Company expected to utilize remaining NOLs and tax credit carryforwards prior to expiration.
 The negative evidence considered at the end of FY23 related to the Company, and in particular certain business segments of the Company,
operating in cyclical industries, where the timing of cycles can make it more difficult to accurately forecast profitability for certain periods. Furthermore, at that time, the Company considered certain of its businesses to be in a cyclical
downturn, though there were some signs of recovery. In addition, the Company’s forecast as of the end of FY23 for FY24 was subject to risks related to business execution and worldwide economic conditions, as summarized in the Company’s
public filings. In prior years, these and other factors had resulted in difficulty accurately projecting future results. The negative evidence, which is based on industry trends and the realization of possible but uncertain risks, is less
objectively verifiable. In weighting the evidence, the Company assigned more weight to the objectively verifiable factors underlying the
analysis, including the US Group’s recent cumulative profitability and history of using NOLs and tax credit carryforwards before they expired. The Company assigned comparatively less weight to the evidence, both positive and negative, that was
less objectively verifiable insofar as it used objectively verifiable market data, worldwide economic conditions, Company market share, and past performance to make predictions regarding future performance. In this regard, the Company observes that
there was more objectively verifiable positive evidence than negative evidence, in addition to there being more positive evidence overall.
 Based on management’s review of all available evidence and the sources of taxable income, the Company concluded that, as of the end of
FY23, it was more-likely-than-not that the US Group would be able to realize its DTAs and that a full valuation allowance was not required. As a result, the Company released the valuation allowance against the
US Group’s DTAs in the end of the fourth quarter of FY23, resulting in a GAAP benefit to the Company’s provision for income taxes of ($69.8) million.

 Page
 6

 As of the end of FY23, the US Group’s expected profitability levels were projected to
exceed the minimum amount of taxable income required to realize the US Group’s DTAs reinstated through the valuation allowance release. At the end of FY23, to realize its deferred tax assets, the US Group needed (i) an estimated taxable
income of $32 million for FY24 (less than its taxable income the prior fiscal year) and (ii) to remain profitable on a long-term basis thereafter.
 The actual financial results from FY24 validated the FY24 forecast that the Company relied upon when deciding to release the valuation
allowance at the end of FY23. In FY24, the US Group experienced profitability, and the business continued to grow, further increasing the US Group’s cumulative 12-quarter profitability. As a result, the
US Group has to date experienced three consecutive years of net income (FY22, FY23, and FY24). The Company’s second quarter FY25 earnings, which the Company reported on April 2, 2025, also validate the decision made by the Company to
release the valuation allowance at the end of FY23. Please feel free to contact me at 202-736-8715 or svonalthann@sidley.com with any questions or comments. Thank you for your time and attention with respect to this matter.

 Sincerely,

 /s/ Sara von Althann

 Sara von Althann

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

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
 April 16, 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

 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 April 2, 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. 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 April 30, 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
May 9, 2022
Ken Rizvi
Chief Financial Officer
SMART Global Holdings, Inc.
c/o Maples Corporate Services Limited
P.O. Box 309
Grand Cayman, Cayman Islands KY1-1104
Re:SMART Global Holdings, Inc.
Form 10-K for the Fiscal Year Ended August 27, 2021
Filed October 25, 2021
File No. 001-38102
Dear Mr. Rizvi:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 SIDLEY AUSTIN LLP

 1001 PAGE MILL ROAD

BUILDING 1

 PALO ALTO, CA 94304

+1 650 565 7000

 +1 650 565 7100 FAX

AMERICA • ASIA PACIFIC • EUROPE

 May 2, 2022

VIA EDGAR AND FEDERAL EXPRESS

 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:

 SMART Global Holdings, Inc.

 Form 10-K for the Fiscal Year Ended August 27, 2021

 Filed October 25, 2021

File No. 001-38102

 Ladies and Gentlemen:

SMART Global Holdings, Inc. (the “Company”) submits this letter in response to comments from the staff (the
“Staff”) of the Securities and Exchange Commission received by letter dated April 19, 2022 concerning the Form 10-K for the fiscal year ended August 27, 2021 filed October 25,
2021. We have reviewed and discussed your comments with representatives of the Company, which has instructed us to submit the responses set forth in this letter on its behalf. For your convenience, the comment is repeated in italics below.

Form 10-K for the Fiscal Year Ended August31 [sic], 2021

Revenue and Customer Contract Balances, page 86

We note from your disclosure that you disaggregate revenue by segment and geography and by product and service revenue. However, we note
that in the quarterly earnings calls, you disclose revenue by end market. For example, in the earnings call for the quarter ended February 26, 2022, you disclose that net sales by end market for the second quarter of 2022 was as
follows: mobile and PCs was 23%; network and telecom, 11%; servers and storage, 15%; AI, data analytics and machine learning, 12%; advanced lighting, 24%; and industrial, defense and other, 15%. Please revise your notes to the financial statements
in future filings to include this additional disaggregated revenue information as instructed in the guidance in ASC 606-10-55-89
through 91, or explain why you do not believe such disclosure is necessary.

 Sidley Austin (CA) LLP is a
Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

  Page
 2

 The Company respectfully acknowledges the Staff’s comment, and in response it has
reviewed the guidance in ASC 606-10-50-5 and the related implementation guidance in ASC 606-10-55-89 through 55-91 with respect to additional disclosures of disaggregated revenues. In summary, the Company has
determined that its current revenue disaggregation disclosures in its filings appropriately depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors, and that going forward, it will not
regularly provide percentage break-outs for revenue by end market in its earnings calls. The Company does not use end-market information to evaluate its financial performance or to make resource allocation
decisions, and the Company does not believe it would be beneficial to users of the financial statements to imply that it does so by including end-market information in its earnings calls or in its notes to the
financial statements. The Company’s analyses of its disclosures of disaggregated revenue include the following:

1.
 Line of Business. The Company is organized around three lines of business—Memory Solutions,
Intelligent Platforms Solutions and LED Solutions—which target different market opportunities. In its segment disclosures under ASC
280-10-50-22 in Quarterly and Annual Reports, the Company discloses revenue from external customers for these lines of business,
each of which is a reportable segment. The Company notes that this segment operational data is the most important disaggregated data that the Company’s Chief Operating Decision Maker regularly reviews and uses in managing the Company’s
business. As a result of the product and service offerings, as well as the business models, of each segment, the Company believes the nature, amount, timing and uncertainty of revenues and cash flows are generally similar within each segment, but
may differ and/or be affected by differing economic factors across segments. Accordingly, the Company provides segment disclosures in accordance with ASC 280-10-50-22 and disaggregated revenue by market in accordance with ASC
606-10-50-5.

2.
 Type of good or service. The Company includes disaggregated revenue by products and professional
services and logistics services in its Quarterly and Annual Reports, as it believes the nature, amount, timing and uncertainty of revenue and cash flows differ and/or may be affected by differing economic factors across such categorization based on
type of good or service. For example, revenue from the Company’s logistics business, whereby the Company performs procurement, logistics, inventory management, temporary warehousing, kitting and/or packaging services on behalf of its customers,
is recognized on an agent basis.

3.
 Geographical region. The Company’s segment disclosures under ASC 280-10-50-41 in its Annual Reports disclose revenue by geographic area based on customer ship-to locations. The Company notes,
however, that its revenues across geographic regions exhibit similar economic characteristics and also note that there is not a significant level of disparity in the nature, amount, timing and uncertainty of revenues and cash flows.

  Page
 3

4.
 End market. The Company has concluded that disaggregation of revenue by end markets would not provide
useful information to investors because the nature, amount, timing and uncertainty of revenue and cash flows for its end markets and effects of economic factors do not vary meaningfully by end market. Specifically, the Company generally does not
enter into contracts by end market, but instead by business unit, as described above, and as such the Company’s working capital and payment and credit terms vary by line of business, not by end market. In addition, demand risks for the
Company’s end markets have similar characteristics in that they are impacted by macro-economic factors such as general business and governmental spending, gross domestic product growth and other broad measures of economic activity.

 The Company acknowledges that disaggregation of revenue by end market has been included in the Company’s earnings
calls, but notes that this is a legacy practice, and that the information is not used by the Company’s Chief Operating Decision Maker or management generally in managing the business.

At most, the Company views end-market identification as helpful for illustrative purposes to provide
investors and commercial counterparties with an understanding of the end markets the Company is in or entering, particularly as the Company’s business has evolved organically and through acquisitions in recent years, and that it is not
concentrated in any one end market. The Company notes that a detailed percentage breakdown is not necessary for this purpose, and as such, it will instead generally discuss its end markets in a more qualitative manner.

In certain instances, the Company may provide further information regarding revenue by end market if such information is meaningful for a
particular period. However, these references are provided for directional purposes to give investors some further information on the Company’s overall revenue performance and what category or subcategory of products may have shown stronger or
weaker results than in the previous period. These references are not meant to imply that there are unique risk characteristics that would impact how the nature, amount, timing and uncertainty of revenue and cash flows may be affected by economic
factors.

 In the future, to the extent changes in end-market demand for the Company’s
products and services do drive material period-to-period fluctuations or trends in operating results, the Company will identify and discuss such changes in its
conference calls and include such information in its periodic reports in its period-to-period analysis, factors affecting operating results and/or risk factors, as
appropriate.

  Page
 4

 Please feel free to contact me at (650) 565-7123 or
mwellington@sidley.com with any questions or comments. Thank you for your time and attention with respect to this matter.

Sincerely,

/s/ Martin A. Wellington

Martin A. Wellington

cc:
 Anne Kuykendall, SMART Global Holdings, Inc.

United States securities and exchange commission logo
April 19, 2022
Ken Rizvi
Chief Financial Officer
SMART Global Holdings, Inc.
c/o Maples Corporate Services Limited
P.O. Box 309
Grand Cayman, Cayman Islands KY1-1104
Re:SMART Global Holdings, Inc.
Form 10-K for the Fiscal Year Ended August 27, 2021
Filed October 25, 2021
File No. 001-38102
Dear Mr. Rizvi:
            We have reviewed your April 8, 2022 response to our comment letter and have the
following comment.
            Please respond to this comment 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 our
comment apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended August31, 2021
Revenue and Customer Contract Balances, page 86
1.We note from your disclosure that you disaggregate revenue by segment and geography
and by product and service revenue.  However, we note that in the quarterly earnings
calls, you disclose revenue by end market.  For example, in the earnings call for the
quarter ended February 26, 2022, you disclose that net sales by end market for the second
quarter of 2022 was as follows: mobile and PCs was 23%; network and telecom, 11%;
servers and storage, 15%; AI, data analytics and machine learning, 12%; advanced
lighting, 24%; and industrial, defense and other, 15%.  Please revise your notes to the
financial statements in future filings to include this additional disaggregated revenue
information as instructed in the guidance in ASC 606-10-55-89 through 91, or explain
why you do not believe such disclosure is necessary.

 FirstName LastNameKen Rizvi
 Comapany NameSMART Global Holdings, Inc.
 April 19, 2022 Page 2
 FirstName LastName
Ken Rizvi
SMART Global Holdings, Inc.
April 19, 2022
Page 2
            You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or Claire
Erlanger, Senior Staff Accountant, at 202-551-3301 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 SIDLEY AUSTIN LLP

 1001 PAGE MILL ROAD

BUILDING 1

 PALO ALTO, CA 94304

+1 650 565 7000

 +1 650 565 7100 FAX

 AMERICA • ASIA PACIFIC • EUROPE

 April 8, 2022

VIA EDGAR AND FEDERAL EXPRESS

 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:

 SMART Global Holdings, Inc.

 Form 10-K for the Fiscal Year Ended August 27, 2021

 Filed October 25, 2021

Form 8-K filed January 4, 2022

File No. 001-38102

 Ladies and Gentlemen:

SMART Global Holdings, Inc. (the “Company”) submits this letter in response to comments from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated March 31, 2022 concerning (i) the Form 10-K for the fiscal year ended
August 27, 2021 filed October 25, 2021 and (ii) the Form 8-K filed on January 4, 2022. We have reviewed and discussed your comments with representatives of the Company, which has instructed
us to submit the responses set forth in this letter on its behalf. For your convenience, the comment is repeated in italics below.

 Form 10-K for the Fiscal Year Ended August 27, 2021

 Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations Overview, page 48

 We note your disclosure on page 48 that “over the same period, our
total segment operating income grew by 90.9% to $160.8 million, or 10.7% operating margin, in 2021, compared to $84.2 million, or 7.5% operating margin, in 2020. See table below in “Segment Operating Income” for further
details.” We note that segment operating income is a measure disclosed in the notes to financial statements on pages 91-92, as required by ASC 280.

 Sidley Austin (CA) LLP
is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

 Page 2

However, the combination of segment operating income amounts anywhere outside the notes to the financial statements is considered a Non-GAAP financial
measure. Please revise to identify this measure as Non-GAAP when disclosed as a consolidated amount within MD&A, and to include the disclosures required by Item 10(e) of Regulation S-K. Your disclosure in the MD&A section of your Form 10-Q should be similarly revised.

In response to the Staff’s comment, the Company modified its disclosure on page 30 of the Form
10-Q filed with the Commission on April 5, 2022. The Company will continue to use the modified disclosure going forward.

Form 8-K filed January 4, 2022

Exhibit 99.1 Earnings Release, page 3

We note that in your Non GAAP profitability measures reconciled on page 5, you exclude the amortization of acquisition-related intangibles.
Please revise to clearly disclose the nature of the amortization that is being excluded from the measure, and to disclose that while the expense is excluded, the revenue of the acquired company is reflected in the measure and that those assets
contribute to the revenue generation.

 In response to the Staff’s comment, the Company modified its disclosure on page 3 of the
press release attached as Exhibit 99.1 to the Form 8-K filed with the Commission on April 5, 2022. The Company will continue to use the modified disclosure going forward.

Please feel free to contact me at (650) 565-7123 or mwellington@sidley.com with any questions or
comments. Thank you for your time and attention with respect to this matter.

 Sincerely,

 /s/ Martin A. Wellington

 Martin A. Wellington

cc:
 Anne Kuykendall, SMART Global Holdings, Inc.

United States securities and exchange commission logo
March 31, 2022
Ken Rizvi
Chief Financial Officer
SMART Global Holdings, Inc.
c/o Maples Corporate Services Limited
P.O. Box 309
Grand Cayman, Cayman Islands KY1-1104
Re:SMART Global Holdings, Inc.
Form 10-K for the Fiscal Year Ended August 27, 2021
Filed October 25, 2021
Form 8-K filed January 4, 2022
File No. 001-38102
Dear Mr. Rizvi:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.

 FirstName LastNameKen Rizvi
 Comapany NameSMART Global Holdings, Inc.
 March 31, 2022 Page 2
 FirstName LastName
Ken Rizvi
SMART Global Holdings, Inc.
March 31, 2022
Page 2
Form 10-K for the Fiscal Year Ended August 27, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 48
1.We note your disclosure on page 48 that "over the same period, our total segment
operating income grew by 90.9% to $160.8 million, or 10.7% operating margin, in 2021,
compared to $84.2 million, or 7.5% operating margin, in 2020. See table below in
“Segment Operating Income” for further details."  We note that segment operating income
is a measure disclosed in the notes to financial statements on pages 91-92, as required by
ASC 280.  However, the combination of segment operating income amounts anywhere
outside the notes to the financial statements is considered a Non-GAAP financial
measure.  Please revise to identify this measure as Non-GAAP when disclosed as a
consolidated amount within MD&A, and to include the disclosures required by Item 10(e)
of Regulation S-K.  Your disclosure in the MD&A section of your Form 10-Q should be
similarly revised.
Form 8-K filed January 4, 2022
Exhibit 99.1 Earnings Release, page 3
2.We note that in your Non GAAP profitability measures reconciled on page 5, you exclude
the amortization of acquisition-related intangibles.  Please revise to clearly disclose the
nature of the amortization that is being excluded from the measure, and to disclose that
while the expense is excluded, the revenue of the acquired company is reflected in the
measure and that those assets contribute to the revenue generation.
            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.
            You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or Claire
Erlanger, Senior Staff Accountant, at 202-551-3301 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

June 17, 2019
Jack Pacheco
Chief Financial Officer
SMART Global Holdings, Inc.
c/o Maples Corporate Services Limited
P.O. Box 309
Ugland House
Grand Cayman, Cayman Islands KY1-1104
Re:SMART Global Holdings, Inc.
Form 10-K for the Fiscal Year Ended August 31, 2018
Filed October 30, 2018
File No. 001-38102
Dear Mr. Pacheco:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

CORRESP
1
filename1.htm

June 13, 2019

VIA EDGAR

Mr. Eric Atallah

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

    RE:
    SMART Global Holdings, Inc.

    Form 10-K for the Fiscal Year Ended August 31, 2018

    Filed October 30, 2018

    Form 10-Q for the Quarterly Period Ended March 1, 2019

    Filed March 28, 2019

    File No. 001-38102

Dear Mr. Atallah

We are writing in response to the comments
of the staff of the Securities and Exchange Commission (the “Staff”), dated June 7, 2019, regarding the above noted
filings of SMART Global Holdings, Inc. (the “Company”) and the Company’s response dated May 15, 2019. We understand
that the review and comment process is designed to assist us in ensuring our compliance with applicable disclosure requirements
and to enhance the overall disclosures in our filings. The Staff’s comments and related response from the Company are set
forth below.

Form 10-Q for the Quarterly Period Ended March 1, 2019

Note 1 – Basis of Presentation and Principles of
Consideration

(d) Revenue, Page 8

 1. We note your response to prior comment 2 regarding the presentation of gross billings. Please revise future filings to clarify
what your gross billings represent and the relationship of gross billings in the context of your role as an agent to revenue recognized,
cash flows, and changes in your working capital accounts.

 · The Company respectfully acknowledges the Staff’s comment
and advises that in future filings, beginning with the Form 10-Q for the quarterly period ended May 31, 2019, the Company will
clarify what its gross billings represent and the relationship of gross billings in the context of its role as an agent to revenue
recognized, cash flows, and changes in its working capital accounts.

* * *

Should you have any questions regarding our responses above
or require any additional information, please do not hesitate to contact the undersigned at 510-624-8134.

Sincerely,

/s/ Jack Pacheco

Jack Pacheco

Chief Financial Officer

    cc:
    Alan Denenberg, Esq.

    Davis Polk & Wardwell

    Brian Baer, Partner

    Deloitte & Touche LLP

    Ian Nasman, Partner

    Deloitte & Touche LLP

June 7, 2019
Jack Pacheco
Chief Financial Officer
SMART Global Holdings, Inc.
c/o Maples Corporate Services Limited
P.O. Box 309
Ugland House
Grand Cayman, Cayman Islands KY1-1104
Re:SMART Global Holdings, Inc.
Form 10-K for the Fiscal Year Ended August 31, 2018
Filed October 30, 2018
Form 10-Q for the Quarterly Period Ended March 1, 2019
Filed March 28, 2019
Response dated May 15, 2019
File No. 001-38102
Dear Mr. Pacheco:
            We have reviewed your May 15, 2019 response to our comment letter and have the
following comment.  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 comment 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 our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 2, 2019 letter.
Form 10-Q for the Quarterly Period Ended March 1, 2019
Note 1 - Basis of Presentation and Principles of Consolidation
(d) Revenue, page 8
1.We note your response to prior comment 2 regarding the presentation of gross billings.
Please revise future filings to clarify what your gross billings represent and the
relationship of gross billings in the context of your role as an agent to revenue recognized,
cash flows, and changes in your working capital accounts.

 FirstName LastNameJack Pacheco
 Comapany NameSMART Global Holdings, Inc.
 June 7, 2019 Page 2
 FirstName LastName
Jack Pacheco
SMART Global Holdings, Inc.
June 7, 2019
Page 2
            Please contact Eric Atallah at (202) 551-3663 or Lynn Dicker, Senior Accountant, at
(202) 551-3616 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

CORRESP
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May 15, 2019

VIA EDGAR

Mr. Eric Atallah

Division of Corporate Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

 RE: SMART Global Holdings, Inc.

Form 10-K for the Fiscal Year Ended August
31, 2018

Filed October 30, 2018

Form 10-Q for the Quarterly Period Ended
March 1, 2019

Filed March 28, 2019

File No. 001-38102

Dear Mr. Atallah

We are writing in response to the comments
of the staff of the Securities and Exchange Commission (the “Staff”), dated May 2, 2019, regarding the above noted
filings of SMART Global Holdings, Inc. (the “Company”). We understand that the review and comment process is designed to assist
us in ensuring our compliance with applicable disclosure requirements and to enhance the overall disclosure in our filings. The
Staff’s comments and related response from the Company are set forth below.

Form 10-K for the Fiscal Year Ended August 31, 2018

Note 1 - Overview, Basis of Presentation and Significant
Accounting Policies

(h) Inventories, page F-10

 1. We note your disclosure that your inventories are carried at the lower of cost or market value. Please tell us how this is
consistent with ASC 330-10-35-1B, which indicates that inventories should be valued at lower of cost or net realizable value. Alternatively,
revise future filings to state, if true, that inventories are stated at the lower of cost or net realizable value.

 · The Company respectfully acknowledges the Staff’s
                                                                                                               comment and advises in that future filings, the Company will state that inventories are stated at the lower of cost or net
                                                                                                               realizable value.

 2. We note that you record revenue for your supply chain services on a net basis. We further note from page 22 that as of March
1, 2019, 27% of total inventories represented inventory held under your supply chain services. Please address the following:

 · Tell us if the inventory delivered under these supply chain agreements
is considered a separate performance obligation.

 o The Company respectfully advises the Staff that inventory delivered under the supply chain agreements is not considered
a separate performance obligation. We evaluated the nature of our promise to deliver procurement, logistics, inventory management,
temporary warehousing, kitting, and packaging services (“supply chain services”), including whether that promise is
comprised of one or more performance obligations, in accordance with ASC 606-10-25-14 to 25-22 and ASC 606-10-55-36 and 55-36A
and

determined the specified good or service in these
contracts is the management and execution of the supply chain services on behalf of our customer. In other words, our promise under
these types of arrangements is to provide an integrated service that entails arranging for specific inventory to be provided to
the customer within specified parameters (similar to ASC 606-10-25-18(f)). While we do take title to the inventory under such arrangements,
control of such inventory does not transfer to us, as we do not at any point, have the ability to, direct the use, and thereby
obtain the benefits of the inventory. Rather, we procure, manage and deliver inventory on our customers’ behalf in accordance
with their specified parameters. Said differently, the Company’s obligation to its customer is not the transfer of a good
(inventory), or an integrated service that includes both the sale of a good and interrelated services; instead, the Company’s
obligation encompasses only those activities surrounding the supply chain services. Accordingly, we have not identified the inventory
as a separate performance obligation as we believe our performance obligation is solely to provide the integrated supply chain
services to the customer.

 · Provide your analysis regarding your determination that you are an
agent in these transactions under ASC 606-10-55-36 through 39.

 o The Company has evaluated both the principle (i.e. control as outlined in ASC 606-10-55-37 and defined in 606-10-25-25)
and the indicators under ASC 606-10-55-39 and concluded it is an agent in these transactions:

 § The Company is not primarily responsible for fulfilling the
                                                                                                                promise to provide the specified good or service - The Company procures specific inventory from specific suppliers as
                                                                                                                directed by the customer. Suppliers, as selected by the customers, not the Company, are considered to be primarily
                                                                                                                responsible
                                                                                                                for fulfillment as they are responsible for providing the products. Orders
                                                                                                                for
                                                                                                                products,
                                                                                                                based on
                                                                                                                specifications
                                                                                                                defined                                                                                                                 by
                                                                                                                the
                                                                                                                customer,
                                                                                                                are                                                                                                                 placed
                                                                                                                with                                                                                                                 the
                                                                                                                supplier
                                                                                                                based on customer forecasts at prices and payment terms that have been negotiated between the customer and the
                                                                                                                supplier. The Company does not modify the products purchased, and the customer-designated suppliers or the customers
                                                                                                                themselves are responsible for product quality issues. Defective parts are the responsibility of the suppliers. The Company
                                                                                                                is responsible solely for the quality of its services (e.g., correct kitting, labeling or packaging). We believe
                                                                                                                this indicator is supportive of a conclusion that the Company is an agent.

 § The Company does not have inventory risk before the
specified good or service has been transferred to a customer or after transfer of control to the customer - The Company procures
inventory from suppliers, as directed by the customer, based on rolling forecasts provided by the customer. The customer is liable
for any and all excess inventory. Additionally, the Company does not bear inventory risk once control of the inventory has transferred
to the customer as any defective parts or other issues are the responsibility of each supplier. The Company only has inventory
risk to the extent that inventory is damaged or lost while in the Company’s possession. We believe this indicator is supportive
of a conclusion that the Company is an agent.

 § The Company does not have discretion in establishing the price
of the specified good or service - The customer sets the pricing it will pay for the products based

on its existing arrangements with the authorized
suppliers, and the customer sets the pricing for the Company’s purchase of products from the authorized suppliers. Therefore,
the Company does not have any latitude in establishing the price as it is based on price lists from the customer. We believe this
indicator is supportive of a conclusion that the Company is an agent.

Based on an evaluation of these indicators, the Company
has concluded it is an agent in these transactions.

Supplementally, the Company advises the
Staff it includes all inventories held under the supply chain service arrangements as owned inventory as it holds the title
to, and the physical risk of loss of, the procured inventory prior to the sales to the customer-designated contract
manufacturers or the customer.

 · Tell us how your presentation of gross billings to customers within
your financial statements is consistent with the guidance of ASC 606.

 o The inclusion of billings information was expressly permitted (on a voluntary basis) under ASC 605-45-50-1 which stated,
“Voluntary disclosure of gross transaction volume for those revenues reported net may be useful to users of financial statements.
Such disclosure can be made parenthetically in the income statement or in the notes to the financial statements. However, if gross
amounts are disclosed on the face of the income statement, they shall not be characterized as revenues (a description such as gross
billings may be appropriate), nor shall they be reported in a column that sums to net income or loss.” The Company acknowledges
ASC 606 is silent on this matter.

 o While the Company acknowledges that revenue is different from billings, (the former being governed by the disclosure requirements
in ASC 606-10-50), it believes that disclosure of gross billings enables users of the financial statements to understand the nature,
amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. As a result, the Company believes
its inclusion of gross billing information is aligned with the requirements in ASC 606-10-55-90(a).

 o The Company believes the tabular presentation of its gross billings to customers helps depict how revenue and cash flows
are affected by economic factors. In particular, the level of this activity impacts key balance sheet accounts such as accounts
receivables, inventory, and accounts payable and therefore an understanding of gross billings helps a reader understand balance
sheet movements.

* * *

Should you have any questions regarding our responses above
or require any additional information, please do not hesitate to contact the undersigned at 510-624-8134.

Sincerely,

/s/ Jack Pacheco

Jack Pacheco

Chief Financial Officer

 cc: Alan Denenberg, Esq.

Davis Polk & Wardwell

Brian Baer, Partner

Deloitte & Touche LLP

Ian Nasman, Partner

Deloitte & Touche LLP

May 2, 2019
Jack Pacheco
Chief Financial Officer
SMART Global Holdings, Inc.
c/o Maples Corporate Services Limited
P.O. Box 309
Ugland House
Grand Cayman, Cayman Islands KY1-1104
Re:SMART Global Holdings, Inc.
Form 10-K for the Fiscal Year Ended August 31, 2018
Filed October 30, 2018
Form 10-Q for the Quarterly Period Ended March 1, 2019
Filed March 28, 2019
File No. 001-38102
Dear Mr. Pacheco:
            We have reviewed your filing 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended August 31, 2018
Note 1 - Overview, Basis of Presentation and Significant Accounting Policies
(h) Inventories, page F-10
1.We note your disclosure that your inventories are carried at the lower of cost or market
value.  Please tell us how this is consistent with ASC 330-10-35-1B which indicates that
inventories should be valued at the lower of cost or net realizable value. Alternatively,
revise future filings to state, if true, that inventories are stated at the lower of cost
or net realizable value.

 FirstName LastNameJack Pacheco
 Comapany NameSMART Global Holdings, Inc.
 May 2, 2019 Page 2
 FirstName LastName
Jack Pacheco
SMART Global Holdings, Inc.
May 2, 2019
Page 2
Form 10-Q for the Quarterly Period Ended March 1, 2019
Note 1 - Basis of Presentation and Principles of Consolidation
(d) Revenue
Agency Services, page 10
2.We note that you record revenue for your supply chain services on a net basis. We further
note from page 22 that as of March 1, 2019, 27% of total inventories represented
inventory held under your supply chain services.  Please address the following:

•Tell us if the inventory delivered under these supply chain agreements is considered a
separate performance obligation.
•Provide your analysis regarding your determination that you are an agent in these
transactions under ASC 606-10-55-36 through 39.
•Tell us how your presentation of gross billings to customers within your financial
statements is consistent with the guidance of ASC 606.
            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.
            You may contact Eric Atallah at (202) 551-3663 or Lynn Dicker, Senior Accountant, at
(202) 551-3616 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

CORRESP
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October
5, 2018

VIA
EDGAR TRANSMISSION AND FEDEX

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Ms. Heather Percival

    Re:
    SMART Global Holdings, Inc. (the “Registrant”)

    Registration Statement on Form S-3

    Registration No. 333-227451

    Request for Acceleration

Dear
Ms. Percival:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned Registrant hereby requests that the effective
date of its Registration Statement on Form S-3 (File No. 333-227451) (the “Registration Statement”) be accelerated
so that it will be declared effective at 4:00 p.m. Eastern Time on October 9, 2018, or as soon as practicable thereafter. Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Davis Polk & Wardwell
LLP, by calling Alan F. Denenberg at (650) 752-2004.

The
Company acknowledges the following:

 · should
                                         the Securities and Exchange Commission (the “Commission”) or the staff, acting
                                         pursuant to delegated authority, declare the filing effective, it does not foreclose
                                         the Commission from taking any action with respect to the filing;

 · the
                                         action of the Commission or the staff, acting pursuant to delegated authority in declaring
                                         the filing effective, does not relieve the Company from its full responsibility for the
                                         adequacy and accuracy of the disclosure in the filing; and

 · the
                                         Company may not assert staff comments and the declaration of effectiveness as a defense
                                         in any proceeding initiated by the Commission or any person under the federal securities
                                         laws of the United States.

    Sincerely,

    SMART Global
    Holdings, Inc.

    By:

    /s/
Jack Pacheco

    Name: Jack Pacheco

    Title:   Executive Vice President,
    Chief Operating and Financial Officer

October 3, 2018
Bruce Goldberg
Chief Legal Officer
SMART Global Holdings, Inc.
39870 Eureka Drive
Newark, CA 94560
Re:SMART Global Holdings, Inc.
Registration Statement on Form S-3
Filed September 20, 2018
File No. 333-227451
Dear Mr. Goldberg:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Heather Percival at 202-551-3498 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Alan F. Denenberg

CORRESP
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Company Acceleration Request

 SMART Global Holdings, Inc.

39870 Eureka Drive

Newark, CA 94560

 November 27, 2017

 VIA EDGAR TRANSMISSION AND FEDEX

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
Mr. Tom Jones

Ms. Amanda Ravitz

Re:
SMART Global Holdings, Inc.

Registration Statement on Form S-1

Registration No. 333-221760

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-1 (File No. 333-221760) (the “Registration Statement”) of SMART Global Holdings, Inc. (the “Company”). We respectfully request that the
Registration Statement become effective as of 4:50 pm, Washington, D.C. time, on November 29th, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our
counsel, Davis Polk & Wardwell LLP, by calling Alan F. Denenberg at (650) 752-2004.

 The
Company acknowledges the following:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

SMART Global Holdings, Inc.

By:

    /s/ Bruce Goldberg.

Name:

Bruce Goldberg

Title:

Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary

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

CORRESP
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Comment Response Letter to the SEC

New York
Menlo Park
Washington DC
São Paulo
London

Paris
Madrid
Tokyo
Beijing
Hong Kong

Alan F. Denenberg

 Davis Polk & Wardwell LLP

1600 El Camino Real

Menlo Park, CA 94025

 650 752 2004 tel

 650 752 3604 fax

alan.denenberg@davispolk.com

 May 23, 2017

 VIA
EDGAR AND FEDERAL EXPRESS

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-7919

 Attention:

Mr. Russell Mancuso

Mr. Tim Buchmiller

Ms. Lynn Dicker

Ms. Tara Harkins

 Ms. Amanda Ravitz

 Re:

SMART Global Holdings, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed May 22, 2017

File No. 333-217539

 Ladies and Gentlemen:

We are submitting this letter on behalf of SMART Global Holdings, Inc. (the “Company”) in response to comments from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated May 22, 2017 (the “Comment Letter”) relating to the above-referenced Amendment No. 2 to
Registration Statement on Form S-1 (the “Amendment No. 2”), filed on May 22, 2017, and the prospectus contained therein. In conjunction with this letter, the Company is filing via EDGAR for review by the Staff a revised
Registration Statement on Form S-1 (the “Registration Statement”), including the prospectus contained therein. For your convenience, we are providing by overnight delivery to the Staff courtesy copies which include five copies of
the Registration Statement that have been marked to show changes from Amendment No. 2. Capitalized terms used in this letter but not defined herein shall have the meanings given to such terms in the Registration Statement.

For ease of review, we have set forth below each of the comments numbered 1 through 4, as set forth in the Comment Letter, together with the
Company’s responses thereto. All page numbers in the responses below refer to the Registration Statement, except as otherwise noted.

********************************************

Securities and Exchange
Commission

 2

May 23, 2017

 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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the fact that these patent claims
were declared invalid will not have any impact on the Company’s business. The Company does not currently derive significant revenue from the technology that is the subject matter of these patent claims. Moreover, if the Company is not
successful in reversing the decision of the examiner in the USPTO, that would merely prevent the Company from asserting the patent against other companies, however, it would not prevent the Company from utilizing the technology in any future
products. In addition, the Company is not aware of whether any company is currently using the underlying technology at issue in the litigation, including the party adverse to the company in the litigation.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the disclosure on page 124 of the
Registration Statement is describing the quorum requirement for a general shareholders meeting, which is included in section 17.1 of Exhibit 3.1. Section 8.2 applies in the event that the Company has more than one class of shares, and provides
the quorum requirement applicable to a meeting of the shareholders of a specific class of shares to vary, modify or abrogate the rights of such class. The Company has revised the disclosure on pages 124 and 125 to clarify this point.

Exhibits

3.         We note your response to prior comment 4. Please file exhibit F to exhibits 10.8

and 10.16.

 Response: The Company
respectfully acknowledges the Staff’s comment and has filed Exhibit F to Exhibits 10.8 and 10.16.

 Exhibits

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 available to investors and to remove the reference to the registration statement.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the resolutions previously
referenced in section 3.2 of Exhibit 5.1 do not contain material information not described in the Registration Statement. Accordingly, the Company advises the Staff that section 3.2 of Exhibit 5.1 has been revised to remove reference to the
resolutions and instead reference only the Registration Statement and Underwriting Agreement.

********************************************

Securities and Exchange
Commission

 3

May 23, 2017

 In addition to the responses to comments 1 through 4 above, the Company respectfully advises
the Staff that certain affiliates of Silver Lake Partners and Silver Lake Sumeru, who are the Company’s principal shareholders and affiliates of certain of the Company’s directors, have indicated an interest in purchasing from us in the
offering contemplated by the Registration Statement up to $25 million of our ordinary shares at the initial public offering price and on the same terms as the other purchasers in the offering. The Company respectfully advises the Staff that it has
accordingly revised the cover page of the preliminary prospectus that is part of the Registration Statement, as well as pages 5, 6, 9, 44, 45, 57, 106, 107, 116, 117, 122 and 139 of the Registration Statement to reflect these expressions of
interest.

 ********************************************

Securities and Exchange
Commission

 4

May 23, 2017

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to
contact me by telephone at (650) 752-2004 or by email at alan.denenberg@davispolk.com with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Alan F. Denenberg

Alan F. Denenberg

 Enclosures

cc w/ enc:

Iain MacKenzie, SMART Global Holdings, Inc.

Jack Pacheco, SMART Global Holdings, Inc.

Bruce Goldberg, SMART Global Holdings, Inc.

Tad Freese, Latham & Watkins LLP

CORRESP
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CORRESP

New York
Menlo Park
Washington DC
São Paulo
London

Paris
Madrid
Tokyo
Beijing
Hong Kong

Alan F. Denenberg

 Davis Polk & Wardwell LLP

1600 El Camino Real
Menlo Park, CA 94025

 650 752 2004 tel

 650 752 3604 fax

alan.denenberg@davispolk.com

May 22, 2017

 VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549-7919

Attention:

Mr. Russell Mancuso

Mr. Tim Buchmiller

Ms. Lynn Dicker

Ms. Tara Harkins

Ms. Amanda Ravitz

 Re:   SMART Global Holdings, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed May 11, 2017

File No. 333-217539

Ladies and Gentlemen:

 We are submitting this
letter on behalf of SMART Global Holdings, Inc. (the “Company”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter
dated May 19, 2017 (the “Comment Letter”) relating to the above-referenced Amendment No. 1 to Registration Statement on Form S-1 (the “Amendment
No. 1”), filed on May 11, 2017, and the prospectus contained therein. In conjunction with this letter, the Company is filing via EDGAR for review by the Staff a revised Registration Statement on Form S-1 (the “Registration Statement”), including the prospectus contained therein. For your convenience, we are providing by overnight delivery to the Staff courtesy copies which include five copies of
the Registration Statement that have been marked to show changes from Amendment No. 1. Capitalized terms used in this letter but not defined herein shall have the meanings given to such terms in the Registration Statement.

For ease of review, we have set forth below each of the comments numbered 1 through 7, as set forth in the Comment Letter, together with the
Company’s responses thereto. All page numbers in the responses below refer to the Registration Statement, except as otherwise noted.

********************************************

Securities and Exchange Commission

 2

May 22, 2017

 Use of Proceeds, page 51

1.    We note your revisions in response to comment 9 of our letter dated March 30, 2017. Please quantify the amount of net
proceeds that you will provide to the underwriters. Also, to the extent any of the indebtedness to be discharged was incurred within one year, describe the use of the proceeds of such indebtedness other than short-term borrowings used for working
capital.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised page 51 to quantify the
amount of net proceeds that will be provided to affiliates of the underwriters. The Company also respectfully advises the Staff that none of the indebtedness to be discharged was incurred within one year.

In addition, the Company respectfully advises the Staff that it has revised the disclosure on pages 8, 13, 51 and 53 to reflect that the
Company will use all of the net proceeds from the offering to repay a portion of the term loans outstanding under the Senior Secured Credit Agreement and will not use any portion of the net proceeds to pay unpaid fees under the Management Agreement.
Consistent with the requirements of the Termination Letter filed as Exhibit 10.24 to the Registration Statement that will terminate the Management Agreement, the Company intends to pay the unpaid management fees under the Management Agreement after
it has repaid the full amount outstanding under the term loans. The Company has revised pages 64, 78 and 119 accordingly.

 Principal Shareholders,
page 115

 2.    Please tell us why you no longer identify the natural persons with voting and dispositive powers over the
shares held by the affiliates of Silver Lake Partners and Silver Lake Sumer. Cite any authority on which you rely.

 Response:
The Company has revised page 116 to address the Staff’s comment.

 Exhibits

3.    Please file the agreement mentioned on page 119 that will terminate the management agreement. Also, file the consent of counsel
mentioned under the headings “Shareholders’ Suits” on page 128 and “Enforcement of Judgments” on page 146.

Response: The Company respectfully acknowledges the Staff’s comment and has filed the agreement that will terminate the management
agreement as Exhibit 10.24 to the Registration Statement. The Company also respectfully advises the Staff that page 3 of Exhibit 5.1 has been revised to include the consent of counsel mentioned under the headings “Shareholders’ Suits”
and “Enforcement of Judgments”.

 4.    Please file all attachments, including exhibits and schedules, missing from
exhibits 10.8, 10.15, 10.16 and 10.20.

Securities and Exchange Commission

 3

May 22, 2017

 Response: The Company respectfully acknowledges the Staff’s comment and has filed
all attachments, including exhibits and schedules, to each of Exhibits 10.8, 10.15, 10.16 and 10.20.

 Exhibit 5.1

5.    Counsel may not assume a legal conclusion that underlies the opinion. Please remove the assumption contained in section 2.3 or
advise.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that section 2.3 of Exhibit 5.1 has
been revised to address the Staff’s comment.

 6.    Please tell us why section 3.2 conditions the opinion on resolutions to be
adopted before the opinion is finalized. Given that section 3.2 also conditions the opinion on the shares being issued as described in the registration statement, it is unclear whether the resolutions will contain material information not addressed
in the registration statement.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that because
Maples and Calder is opining on the issuance of the Company’s ordinary shares before such issuance has occurred, it is relying on the approval of such issuance and the manner of such issuance as described in the resolutions adopted by the
Company’s board of directors on April 26, 2017. However, the Company respectfully acknowledges the Staff’s comment regarding section 3.2 also being conditioned on the description of the issuance in the Registration Statement, and the
Company advises the Staff that section 3.2 of Exhibit 5.1 has been revised to remove the conditionality on the description of the issuance in the Registration Statement.

7.    Please tell us why the Director’s Certificate does not identify Mr. Nayyar as a director.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that paragraph 6 of the Director’s Certification in
Exhibit 5.1 has been revised to include Mr. Nayyar as a director.

 ********************************************

Securities and Exchange Commission

 4

May 22, 2017

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to
contact me by telephone at (650) 752-2004 or by email at alan.denenberg@davispolk.com with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Alan F. Denenberg

Alan F. Denenberg

 Enclosures

cc w/ enc:

    Iain MacKenzie, SMART Global Holdings, Inc.

    Jack Pacheco, SMART Global Holdings, Inc.

    Bruce Goldberg, SMART Global Holdings, Inc.

    Tad Freese, Latham & Watkins LLP

CORRESP
1
filename1.htm

Company Acceleration Request

 SMART Global Holdings, Inc.

39870 Eureka Drive

 Newark, CA 94560

 May 19, 2017

VIA EDGAR TRANSMISSION AND FEDEX

 Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

Mr. Tim Buchmiller

Ms. Lynn Dicker

Ms. Tara Harkins

Ms. Amanda Ravitz

Re:
SMART Global Holdings, Inc.

Registration Statement on Form S-1

Registration No. 333- 217539

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act
of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-217539) (the “Registration Statement”) of SMART Global Holdings, Inc. (the
“Company”). We respectfully request that the Registration Statement become effective as of 4:00 pm, Washington, D.C. time, on May 23rd, or as soon as practicable thereafter. Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling Alan F. Denenberg at (650) 752-2004.

 The Company acknowledges the following:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

Very truly yours,

SMART GLOBAL HOLDINGS, INC.

By:

 /s/ Iain MacKenzie

Name: Iain MacKenzie

Title: President and Chief Executive Officer

Mail Stop 3030
May 1 9, 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. 1 to Registration Statement on Form S -1
Filed May 11, 2017
  File No. 333 -217539

Dear Mr. MacKenzie:

We have reviewed your 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
circumstances or do no t 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.

Use of Proceeds, page  51

1. We note your revisions in response to comment 9 of our letter dated March  30, 2017 .
Please quantify the amount of  net proceeds that you will provide  to the underwriters.
Also, to the extent any of the indebtedness to be discharged was incurred within one year,
describe the use of the proceeds of such indebtedness other than short -term borrowings
used for working capital.

Principal Shareholders, pa ge 115

2. Please tell us why you no longer identify the natural persons with voting and dispositive
power s over the shares held by the affiliates of Silver Lake Partners and Silver Lake
Sumer.  Cite any authority on which  you rely.

Iain MacKenzie
SMART Global Holdings, Inc.
May 19 , 2017
Page 2

 Exhibits

3. Please file th e agreement mentioned on page 11 9 that will terminate the management
agreement.  Also, file the consent of counsel mentioned under the headings
“Shareholders’ Suits” on page 128 and “Enforcement of Judgments” on page 146.

4. Please file all attachments, inc luding exhibits and schedules, missing from exhibits  10.8,
10.15, 10.16 and 10.20.

Exhibit 5.1

5. Counsel may not assume a legal conclusion that underlies the opinion.   Please remove the
assumption contained in section  2.3 or advise.

6. Please tell us why section 3.2 conditions the opinion on resolutions to be adopted before
the opinion is finalized.  Given that section 3.2  also conditions the opinion on the shares
being issued as described in the registration statement, it is unclear whether the
resolutions will contain material information not addressed in the registration statement.

7. Please tell us why the Director’s  Certificate does not identify  Mr. Nayyar as a director.

We remind you that the company and its management are respon sible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration.  Please allow adequate
time for us to review any am endment prior to the requested effective date of 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

CORRESP
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CORRESP

 New York

 Menlo Park

Washington DC

 São Paulo

London

 Paris

 Madrid

Tokyo

 Beijing

Hong Kong

 Alan F. Denenberg

 Davis Polk & Wardwell LLP

1600 El Camino Real

 Menlo Park, CA 94025

650 752 2004 tel
 650 752 3604 fax

alan.denenberg@davispolk.com

 FOIA Confidential Treatment Request

Pursuant to Rule 83 by SMART Global Holdings, Inc.

May 5, 2017

 VIA EDGAR AND FEDERAL EXPRESS

 Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549-7919

 Attention:

Mr. Tim Buchmiller

Ms. Lynn Dicker

Ms. Tara Harkins

Ms. Amanda Ravitz

 Re:

SMART Global Holdings, Inc.

Registration Statement on Form S-1

File No. 333-217539

CIK No. 0001616533

 Ladies and Gentlemen:

 We are
submitting this letter on behalf of SMART Global Holdings, Inc. (the “Company”) to the staff of the Securities and Exchange Commission (the “Staff”) in response to comment number 2 contained in the Staff’s
letter dated April 19, 2017 (the “Comment Letter”) relating to the Company’s Registration Statement on Form S-1 (file number 333-217539, the “Registration Statement”) in connection with the initial public
offering of the Company’s ordinary shares (the “Offering”).

 Confidential Treatment Request

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by a request for confidential treatment for
selected portions of this letter that have been omitted and, where applicable, have been marked with asterisks to denote where omissions have been made. The Company has filed a separate letter with the Office of Freedom of Information and Privacy
Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83.

Estimated Offering Price

 We hereby provide the
following proposed preliminary price range information relating to the Offering for the Staff’s review. The initial offering price to the public of the Company’s ordinary shares (the “Ordinary Shares”) is expected to be
between $[***] and $[***] per share (the “Indicative Price Range”). We advise the Staff, however, that before commencing marketing efforts for the Offering, the Company expects to implement a reverse stock split and reflect such
split in the preliminary prospectus. All per share numbers in this letter, including the Indicative Price Range, are pre-split, and therefore are consistent with the Registration Statement.

We further advise the Staff that the actual price range to be included in the Company’s preliminary prospectus (which will comply with the Staff’s
interpretation regarding the parameters of a bona fide price range) has not yet been finally determined and remains subject to adjustment based on factors outside of the Company’s control. However, the Company believes that the Indicative Price
Range will not be subject to significant change and that the bona fide price range included in the preliminary prospectus will be a range of two dollars (post-split) and will be within the Indicative Price Range.

 Division of Corporation Finance

 U.S. Securities
and Exchange Commission

 2

May 5, 2017

 FOIA Confidential Treatment Request

Pursuant to Rule 83 by SMART Global Holdings, Inc.

 The midpoint of the Indicative Price Range is $[***] per share. In comparison, the Company’s estimate of
the fair value of its shares was $3.01 on each of the option grant dates during the six months ended February 24, 2017 and $5.07 for the option grant date during the period from February 25, 2017 to date.

Historical Fair Value Determination Methodology

The Company’s discussion of share-based compensation is primarily contained in the section of the Registration Statement entitled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Share-Based Compensation”, which has previously been filed, and is included on pages 78 and 79 of the Registration Statement. The
Company’s Board of Directors has historically determined the fair value of the Ordinary Shares using methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Practice Aid, “Valuation
of Privately-Held-Company Equity Securities Issued as Compensation”.

 As described beginning on page 78 of the Registration Statement, the
Company’s Board of Directors has historically considered various objective and subjective factors such as the value of tangible and intangible assets of the Company, the present value of anticipated future cash flows of the Company, the market
value of stock or equity interests in similar corporations and other entities engaged in businesses substantially similar to those in which the Company engaged, the Company’s financial condition and anticipated expenses, its need for additional
capital, current and potential strategic relationships and competitive developments, the earnings history and financial performance of the Company, the current prospects and expected operating results of the Company, recent material events in the
Company’s operations, a marketability or illiquidity discount and periodic valuations from an independent third-party valuation firm to determine the fair value of the Ordinary Shares.

Determination of Estimated Value

 The independent
third-party valuations utilized the valuation approaches as follows:

 Income Approach

The income approach values a business by focusing on the income-producing capability of a business, and estimates value based on the expectation of future cash
flows that a company will generate.

 Guideline and Transaction Approach

The guideline and transaction approach values a business by reference to guideline companies for which enterprise values are known, such as publicly traded
companies in similar lines of business. This approach has two principal methodologies. The guideline public company methodology derives valuation multiples from the operating data and share prices of similar public companies. The transaction
methodology focuses on an analysis of transactions entered into by guideline public or private companies.

 Discount for Lack of Marketability

The independent third-party valuations each considered that the Ordinary Shares are not freely tradeable in the public markets. Accordingly, each of the
valuations reflects a lack of marketability discount partially based on the anticipated likelihood and timing of a future liquidity event.

 Division of Corporation Finance

 U.S. Securities
and Exchange Commission

 3

May 5, 2017

 FOIA Confidential Treatment Request

Pursuant to Rule 83 by SMART Global Holdings, Inc.

 Summary of Equity Awards

The following table summarizes the option grants the Company made in the six months ended February 24, 2017 and the period from February 24, 2017 to
date.

 Option Grant Date

Number of Shares
Underlying Options

Exercise Price Per
Share

Ordinary Shares Fair Value
Per Share

 10-18-2016

39,622

$
3.01

$
3.01

 12-15-2016

31,350

$
3.01

$
3.01

 03-21-2017

1,246,266

$
5.07

$
5.07

 October 18, 2016 Grants

In order to assist the Company’s Board of Directors in determining the estimated fair value per Ordinary Share, the Company retained a firm to conduct an
independent third-party valuation as of August 26, 2016 (the “August 2016 Valuation”). The analysis was derived using a 50-50 weighting of the income and guideline and transaction approaches to arrive at the estimated
enterprise value. Enterprise value plus outstanding cash was reduced by the outstanding debt balance to arrive at the equity value of the Company. The equity value was allocated between Ordinary Shares and outstanding stock options by an iterative
calculation that deducted from the equity value the value of the stock options based on a Black-Scholes estimate using a weighted average expected life of 2.89 years; equity volatility of 33%, based on historical volatility of the comparable
companies over the weighted average expected life; and a risk free rate of 0.95%, based on interpolation of the 2- and 3-year treasury rates. The valuation also applied a lack of marketability discount of 10% based on an estimated IPO timing of 18
months.

 On October 18, 2016, the Company’s Board of Directors granted options to purchase 39,622 Ordinary Shares with an exercise price of
$3.01 per share. In the absence of a public trading market, the Company’s Board of Directors, with input from management, exercised significant judgment and considered numerous objective and subjective factors in determining the fair value of
the Ordinary Shares in connection with such grants, including the August 2016 Valuation, relevant business conditions and the other factors discussed above and on pages 78 and 79 of the Registration Statement.

December 15, 2016 Grants

 Based on the valuation
determination by the Company’s Board of Directors as of October 18, 2016 as described above and the lack of significant developments in the Company’s business since such date, the Company’s Board of Directors granted options to
purchase 31,350 Ordinary Shares on December 15, 2016, with an exercise price of $3.01.

 March 21, 2017 Grants

In light of developments in the Company’s business and in order to assist the Company’s Board of Directors in determining the estimated fair value
per Ordinary Share in connection with future option grants, the Company again retained a firm to conduct an independent third-party valuation as of February 24, 2017 (the “February 2017 Valuation”). As with the August 2016
Valuation, the analysis for the February 2017 Valuation was derived using a 50-50 weighting of the income and guideline and transaction approaches, both of which experienced significant growth as compared to the August 2016 Valuation, resulting in
part from improved operating performance by the Company and by an increase in

 Division of Corporation Finance

 U.S. Securities
and Exchange Commission

 4

May 5, 2017

 FOIA Confidential Treatment Request

Pursuant to Rule 83 by SMART Global Holdings, Inc.

the multiples for the guideline comparable companies, to arrive at the estimated enterprise value. Enterprise value plus outstanding cash was reduced by the outstanding debt balance to arrive at
the equity value of the Company. The equity value was allocated between the Ordinary Shares and warrants that the Company issued in November 2016, and the outstanding stock options by an iterative calculation that deducted from the equity value the
value of the stock options based on a Black-Scholes estimate using an assumed weighted average expected life was 2.88 years, and the equity volatility assumed was slightly higher than the August 2016 Valuation at 37%, again based on historical
volatility of the comparable companies over the weighted average expected life. The risk free rate was increased to 1.35%, again based on interpolation of the 2- and 3-year treasury rates. The warrants were issued in two tranches (as defined in the
Registration Statement, the “First Tranche Warrants” and the “Second Tranche Warrants”) with an exercise price of $0.01, and their value was determined based on the value of the underlying Ordinary Shares. The value of the Second
Tranche Warrants, which vest in November 2017, were adjusted downward to account for the estimated probability that such warrants would terminate pursuant to the arrangement prior to vesting. The valuation of the Ordinary Shares also assumed a
significantly shorter estimated time to liquidity of 6 months and applied a correspondingly lower lack of marketability discount of 5% (as compared to 18 months and 10%, respectively, for the August 2016 Valuation).

The increase in the enterprise value from the August 2016 Valuation to the February 2017 Valuation was derived from the approximate 50% increases in both the
income approach value and the guideline and transaction approach value. The Company’s forecasted operating performance and related cash flows in the forecast period increased substantially between the two valuation dates reflecting improvement
in the sales volume of the Company’s mobile memory products in Brazil and improvement in the Brazilian economy, along with increased sales in the Company’s Specialty Memory business, as the worldwide Dynamic Random Access Memory (DRAM)
market had strengthened. In addition, the Company’s weighted average cost of capital decreased by 1.5% reflecting the fact that the Company’s performance improved over the six months prior to the February 2017 Valuation, as well as the
recent turnaround in the memory market in Brazil. These factors resulted in the approximate 50% increase in the income approach value. Similarly, under the guideline public company methodology, the trailing and forward revenue, EBITDA and EBIT
amounts used in the valuation had all increased substantially between the two valuation dates for the reasons mentioned. In addition, the market multiples all increased as the trading multiples for the comparable companies improved due to the
improvement in the stock market, and the overall result was an approximate 50% increase in the enterprise value. The increase in the enterprise value was partially offset by a reduction in cash balances of $35 million between the two dates. Further,
the value of the Ordinary Shares in February 2017 was diluted by the impact of the warrants issued in November 2016.

 On March 21, 2017, the
Company’s Board of Directors granted options to purchase 1,246,266 Ordinary Shares with an exercise price of $5.07 per share. In addition to the February 2017 Valuation, the Company’s Board of Directors considered various factors in
determining the fair value of the Ordinary Shares in connection with such grants, including the Company’s approximate 60% increase in operating income in the second quarter of fiscal 2017 as compared to the fourth quarter of fiscal 2016, its
overall improvement in anticipated future cash flows, general improvement in the global specialty memory business and significant improvement in the Company’s Brazilian business.

Summary

 We note that, as is typical in initial
public offerings, the Indicative Price Range for the Offering was not derived using a formal determination of fair value, but was determined by negotiation between the Company and the underwriters. Among the factors that were considered in setting
this range were the

 Division of Corporation Finance

 U.S. Securities
and Exchange Commission

 5

May 5, 2017

 FOIA Confidential Treatment Request

Pursuant to Rule 83 by SMART Global Holdings, Inc.

Company’s prospects and the history of and prospects for the specialty memory industry, improvements in the Company’s business in Brazil, the general condition of the securities markets
and the recent market prices of, and the demand for, publicly traded shares of generally comparable companies.

 As mentioned above, the last fair value
determination for the Ordinary Shares was made by the Board of Directors of the Company as of March 21, 2017 on the basis of various objective and subjective factors as discussed above, including the February 2017 Valuation. The fair value
determination at such date was $5.07 per Ordinary Share, which is within the Indicative Price Range. The Company believes that the relatively minor difference ([***]) between the fair value of the Ordinary Shares as of such date and the midpoint of
the Indicative Price Range is a result of differences between the methodologies, approaches and assumptions used by the Company’s Board of Directors in determining fair value, as described above, and the negotiation process engaged in by the
Company and the underwriters to determine the Indicative Price Range.

 We appreciate your assistance in this matter. Please do not hesitate to contact me
by telephone at (650) 752-2004 or by email at alan.denenb

CORRESP
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Comment Response Letter to the SEC

 New York

 Menlo Park

Washington DC

 São Paulo

London

 Paris

 Madrid

Tokyo

 Beijing

Hong Kong

 Alan F. Denenberg

 Davis Polk & Wardwell LLP

 1600 El Camino
Real

 Menlo Park, CA 94025

 650 752 2004 tel

 650 752 3604 fax

alan.denenberg@davispolk.com

 April 28, 2017

VIA EDGAR AND FEDERAL EXPRESS

 Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549-7919

 Attention:

Mr. Tim Buchmiller

Ms. Lynn Dicker

Ms. Tara Harkins

Ms. Amanda Ravitz

Re:
SMART Global Holdings, Inc.

 Confidential Draft No. 6 of the Draft Registration
Statement on Form S-1

 Submitted April 10, 2017

CIK No. 0001616533

 Ladies and
Gentlemen:

 We are submitting this letter on behalf of SMART Global Holdings, Inc. (the “Company”) in response to
comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated April 19, 2017 (the “Comment Letter”) relating to the
above-referenced Confidential Draft No. 6 of the Draft Registration Statement on Form S-1 (the “Confidential Draft No. 6”), submitted on April 10, 2017, and the prospectus contained therein. In conjunction with this
letter, the Company is filing via EDGAR for review by the Staff a revised Registration Statement on Form S-1 (the “Registration Statement”), including the prospectus contained therein. For your convenience, we are providing by
overnight delivery to the Staff courtesy copies which include five copies of the Registration Statement that have been marked to show changes from Confidential Draft No. 6. Capitalized terms used in this letter but not defined herein shall have
the meanings given to such terms in the Registration Statement.

 For ease of review, we have set forth below each of the comments
numbered 1 and 2, as set forth in the Comment Letter, together with the Company’s responses thereto. All page numbers in the responses below refer to the Registration Statement, except as otherwise noted.

********************************************

Securities and Exchange
Commission

 2

April 28, 2017

 Summary Consolidated Financial Data and Other Information, page 8

1. We note your response to comment 7 and that these “other adjustments” include a number of one-time expenses. Please update your
disclosures to quantify the amount of each one-time expense in each fiscal year presented. In this regard, please discuss why you believe these are one-time expenses.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 10, 56 and 70 to quantify the amounts of
each of the referenced adjustments in the respective periods. The Company respectfully advises the Staff that the Company considers these expenses to be non-routine in nature as they represent unusual transactions not related to the Company’s
ongoing operations. Each of the adjustments is discussed in more detail below:

•

Special retention bonuses: While these expenses were incurred in multiple periods presented in the Registration Statement, they relate to two discrete bonus grants, each of which the Company granted as a one-time
bonus but, to extend the retention period, the Company paid the bonuses over multiple quarters. One of the retention bonuses was related to an acquisition and was made to incentivize key employees of the acquired company to remain with the Company
during the year following the acquisition. The other retention bonus was made to retain key employees at a time when the Company faced financial difficulty due to political turmoil and a substantial downturn in the Brazilian economy related to the
Petrobras corruption scandal that began to unfold in 2014 and 2015. Each of these bonuses was granted to certain key employees for retention purposes and was not and is not part of the Company’s regular compensation plan.

•

Storage sale-related legal costs: These expenses were legal fees incurred in connection with litigation and an escrow release related to the sale of the Company’s Storage Business, as discussed in Note 2 to
the Company’s consolidated financial statements on page F-18 of the Registration Statement. The Company has never before sold a business unit and does not consider the sale of a business unit to be part of its routine business operations.

•

 Valuation adjustment related to prepaid state value-added taxes: As discussed in Note 1(i) to the
Company’s consolidated financial statements (on page F-11 of the Registration Statement), these expenses relate to an impairment charge incurred as the result of a valuation adjustment for the estimated discount the Company expects to offer for
the sale of excess prepaid state value-added tax credits. The excess tax credits were accumulated as a result of two distinct, one-time occurrences that the Company believes are highly unlikely to recur. The largest part of the excess tax credits
resulted from the tax authorities in Brazil preventing the Company from utilizing its pre-existing tax regime benefits while the authorities were backlogged and delayed in granting renewals. The authorities in Brazil have since enacted regulations
that require the tax authorities to recognize the pre-existing tax status, even if expired, while the authorities are processing a renewal, as long as the taxpayer has timely filed for the administrative renewal. The second occurrence resulted from
the Company forming a new subsidiary that made its initial application for tax regime status and went through the relevant qualification process. This startup process was a one-time event that cannot reoccur. The Company does not believe that it is
likely

Securities and Exchange
Commission

 3

April 28, 2017

that excess tax credits will accumulate again in the future and therefore will not likely have a reason to sell excess tax credits. Moreover, the Company has not previously engaged in a sale of
similar excess tax credits. For the foregoing reasons, it views the valuation adjustment as a one-time expense.

•

Investment advisory fees: These were one-time advisory fees incurred in connection with the evaluation of the feasibility of spinning-off a certain division of the Company’s operations. As the Company
determined that such a transaction would not be feasible, the Company considers these fees to be non-recurring in nature.

•

Insurance settlement related to a fiscal 2013 claim: This adjustment was a payment received by the Company from an insurance settlement related to litigation of a claim alleging defects in products, which was
settled in fiscal 2013. As the Company discontinued the operations of the division involved in this litigation in 2011, the Company does not consider the litigation or the insurance settlement to be ordinary course or part of its ongoing operations.

•

Obsolete inventory related to restructuring: These expenses resulted from a charge the Company incurred to write-off certain inventory that became obsolete as a result of the Company’s restructuring
described on page F-14 of the Registration Statement. The Company does not routinely engage in similar restructurings and has never otherwise incurred a similar charge for obsolete inventory resulting from a restructuring.

•

Misappropriated product shipment: These expenses resulted from the one-time misappropriation of a shipment of certain of the Company’s products that were never recovered. The Company has not previously or
since experienced an expense of this nature or magnitude relating to product misappropriation.

 Management’s Discussion And
Analysis Of Financial Condition And Results Of Operations

 Critical Accounting Policies

Stock-Based Compensation, page 76

 2. We note
that in determining the fair value of your common stock you utilized the income, guideline and transaction approaches based upon your expected future cash flows and applied a discount for lack of marketability. Please progressively bridge for us the
fair value per share determinations used for each option grant during the six months ended February 24, 2017 and subsequent to February 24, 2017 to the current estimated IPO price per share. We will delay our assessment of your response
pending inclusion of the estimated IPO price in the filing.

 Response: The Company respectfully acknowledges the Staff’s
comment and will supplementally provide the Staff its estimated initial public offering price range as soon as it becomes available, together with a discussion regarding its fair value per share determinations used for each option grant during the
periods referenced and the reasons for any differences between such fair value determinations and the estimated offering price.

********************************************

Securities and Exchange
Commission

 4

April 28, 2017

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to
contact me by telephone at (650) 752-2004 or by email at alan.denenberg@davispolk.com with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Alan F. Denenberg

Alan F. Denenberg

Enclosures

cc w/ enc:

Iain MacKenzie, SMART Global Holdings, Inc.

Jack Pacheco, SMART Global Holdings, Inc.

Bruce Goldberg, SMART Global Holdings, Inc.

Tad Freese, Latham & Watkins LLP

Mail Stop 3030
April 19 , 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. 5 to Draft Registration Statement on Form S -1
Submitted April 10, 2017
  CIK No. 0001616533

Dear Mr. MacKenzie:

We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your  registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 30, 2017 letter .

Summary Consolidated Fin ancial Data and Other Information, page 8

1. We note your response to comment 7 and that these “other adjustments” include a
number of one -time expenses.  Please update your disclosures to quantify the amount of
each one -time expense in each fiscal year presented.   In this regard, please discuss why
you believ e these are one -time expenses.

Iain MacKenzie
SMART Global Holdings, Inc.
April 19, 2017
Page 2

 Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Critical Accounting Policies

Stock -Based Compensation, page 76

2. We note that i n determining the fair value of your common stock you utilized the income,
guideline and transaction approaches based upon your expected future cash flows and
applied a discount for lack of marketability.   Please progressively bridge for us the fair
value per share determinations used for each option grant during the six months ended
February 24, 2017 and subsequent to February 24, 2017 to the current estimated IPO
price per share.   We will delay our assessment of your response pending inclusion of the
estimated IPO price in the filing.

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, Se nior Attorney, at (202) 551 -3635 with any
other questions.

Sincerely,

 /s/ Tim Buchmiller for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Alan F. Denenberg, Esq.
Davis Polk & Wardwell LLP

Mail Stop 3030
March 30, 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. 4 to Draft Registration Statement on Form S -1
Submitted March 3, 2017
  CIK No. 0001616533

Dear Mr. MacKenzie:

We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your  registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to th ese comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Prospectus Summary, page 1

1. Please tell us the objective criteria you used to determine which customers to highlight on
page 1 and  whether you have named all of the customers that satisfy those criteria.  In
this regard, we note that your disclosure in the second full paragraph on page 59 includes
additional customers that are not highlighted here.

Memory continues to be critical to  system performance, page 2

2. We note your market data disclosed here and also on page 80 refers to market growth
from 2015 to 2020.  If available, please update this disclosure to show projected growth
from 2017 to 2020.  We also note that your present mar ket growth data appears to
measure growth in terms of the number of memory units.  If available, please balance this

Iain MacKenzie
SMART Global Holdings, Inc.
March 30, 2017
Page 2

 disclosure with projections in terms of revenue growth given the declining average sales
price per unit typically experienced in this marke t.

Increasing memory demand for smartphones in Brazil, page 2

3. We note you continue to disclose that the size of the Brazilian middle class is expected to
increase from 2002 to 2022 based on the same data that you referred to in your prior
amendment in 2 015.  If there are more recent economic forecasts regarding the Brazilian
middle class and its future growth that take into consideration the impact of the events
related to Petrobras that , according to your disclosure , began to unfold in 2014 and
started to have a material impact on the Brazilian currency in 2015, please revise your
disclosure as appropriate.

Flexible operating model, page 4

4. Reconcile your disclosure that you “do not own or operate [y]our own semiconductor
fab” with your disclosure in t he prior paragraph regarding your “advanced manufacturing
capabilities” and your other disclosure throughout your prospectus regarding your
manufacturing facilities and capabilities.

Implications of Being an Emerging Growth Company, page 6

5. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

The Offering, page 7

6. Please clarify if the warrants referred to in the first bullet point in the second to last
paragraph of this section include the First Tranche Warrants that will be net exerc ised for
4,623,449 shares of common stock upon the completion of your offering.

Summary Consolidated Financial Data and Other Information, page 8

7. We note on pages 9 and 10 and 55 and 56 that you present the non -GAAP measure
Adjusted EBITDA and that you e xclude a line entitled “other adjustments” from this
measure.   Please tell us and revise your filing to explain the nature of the “other
adjustments” and why you have excluded them from your non -GAAP measure.

Iain MacKenzie
SMART Global Holdings, Inc.
March 30, 2017
Page 3

 Sales to a limited number of customers represent a significant portio n of our net sales . . . ,
page  16

8. We note your disclosure here that Samsung is a key customer and your disclosure on
pages 17 and 21 that Samsung is also competitor and a major supplier.  Please revise your
disclosure to dif ferentiate the types of products you sell to Samsung, those for which
Samsung is your competitor , and the products or materials that Samsung supplies to you.

Use of Proceeds, page 49

9. We note that you intend to use a portion of the proceeds from this of fering to repay
certain indebtedness.  To the extent that any underwriters or affiliates thereof are lenders
of this indebtedness, please revise your disclosure to so indicate.

Comparison of the Three Months Ended November 25, 2016 and November 27, 2015 , page  63;
and Comparison of the Years Ended August 26, 2016 and August 28, 2015 , page  65

10. We note your disclosure that your net sales for the most recent quarter increased
primarily due to higher sales of mobile memory products in Brazil and were also
positively impacted by an increase in the average selling prices of your specialty DRAM
products.  We also note your disclosure that your net sales for the most recent fiscal year
decreased primarily due to lower demand for your DRAM products in Brazil off set in
part by an increase in demand for mobile memory products in Brazil.  When individual
line items disclosed in your statements of operations significantly fluctuate in comparison
to the comparable prior period, management should disclose the nature of  each item that
caused the significant change and quantify the change.  For example, please quantify
each material factor such as price changes and volume changes, separately disclose the
effect on operations attributable to each factor causing the aggrega te change from period
to period in your net sales and disclose the nature of or reason for each factor causing the
aggregate change.  Your disclosures should also discuss any material factors that
impacted your operating results in your markets other than Brazil.  For further guidance,
please refer to Item 303 and the related instructions in Regulation S -K as well as SEC
Interpretive Release No.  34-48960 (December 19, 2003).

Business, page 79

11. We note your disclosure here and on pages 1, 3 , and 57 that yo u are the only company
engaged in packaging and test for mobile memory for smartphones in Brazil.  Please tell
us whether any companies outside Brazil compete with you to provide these services,
notwithstanding the Brazilian government’s incentive programs .   Please also tell us
whether you are aware of any competitors that have demonstrated an intent to provide
these services in Brazil and discuss the extent to which this might impact your business.

Iain MacKenzie
SMART Global Holdings, Inc.
March 30, 2017
Page 4

 Relationships, page 135

12. We note your disclosure that a ffiliates of Barclays Capital Inc. are lenders under the
Senior Secured Credit Agreement.  If Barclays Capital Inc. or its affiliates received any
of the Lender Warrants disclosed on page 72, please expand your disclosure here to so
indicate.

Index to Fin ancial Statements

Note 11. Segment and Geographic Information, page F -40

13. Please revise your filing to disclose your basis for attributing revenues from external
customers to individual countries.   Refer to the guidance in ASC 280 -10-50-41(a).

You may co ntact 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 Laurie Abbott at (202) 551 -8071 or Tim Buchmiller, Senior
Attorney, at (202) 551 -3635 with any other questions.

Sincerely,

 /s/ Tim Buchmiller for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Alan F. Denenberg, Esq.
Davis Polk & Wardwell LLP

February 20, 2015
Via E -mail
Bruce Goldberg
Vice President, Chief Legal Officer
 and Chief Compliance Officer
SMART Global Holdings, Inc.
39870 Eureka Drive
Newark, CA 94560

Re: SMART Global Holdings, Inc.
 Amendment No. 2 to
Draft Registration Statement on Form S -1
Submitted February 5, 201 5
  CIK No. 0001 616533

Dear Mr. Goldberg :

We have reviewed your amended draft registration statement and have the following
comment .  Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration statement
on EDGAR.  If you do not believe our comment appl ies to your facts and circums tances or do
not believe an amendment is appropriate, please tell us why in your response.

 After reviewing the information you provide in response to the comment and your
amended draft registration statement or filed registration statement, we may have  additional
comments.

Consolidated Balance Sheets, page F -3

1. We note the inclusion of a column for the interim balance sheet as of November 28, 2014
which is unaudited.   However, it appears that the audited balance sheet as of August 29,
2014 has been err oneously labeled as “unaudited .”  Please revise the statement to correct
the placement of this label.

Bruce Goldberg
SMART Global Holdings, Inc.
February 20, 2015
Page 2

 You may contact  David Burton  at (202) 551 -3626 or Kate Tillan, Assistant Chief
Accountant, at (202) 551 -3604 if you have questions regarding comments on the financial
statements and related matters.  Please contact Tom Jones at (202) 551 -3602 or Mary Beth
Breslin, Senior Attorney, at (202) 551 -3625 with any other questions.

Sincerely,

/s/ Mary Beth Breslin for

Amanda Ravitz
 Assistant Director

cc (via e -mail): Alan F. Denenberg

November 10, 2014
Via E -mail
Bruce Goldberg
Vice President, Chief Legal Officer
 and Chief Compliance Officer
SMART Global Holdings, Inc.
39870 Eureka Drive
Newark, CA 94560

Re: SMART Global Holdings, Inc.
 Amendment No. 1 to
Draft Registration Statement on Form S -1
Submitted October 27, 2014
  CIK No. 0001 616533

Dear Mr. Goldberg :

We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publ icly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

 After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Market and Industry Data, page 46

1. We note from your response to prior comment 1 that the ITData report was
commi ssioned by you and that market data from the report is provided on pages 2 and 79
of the prospectus.  When you file publicly, please include ITData’s consent as an exhibit
to the registration statement.  Refer to Rule 436 of the Securities Act.

Cash and  Cash Equivalents and Capitalization, page 50

2. We note the changes made in response to prior comment 9 and your response to prior
comment 10.  Please quantify and briefly describe the adjustments to the actual amount
of cash and cash equivalents.  For exam ple, it appears from page 48 that the proceeds
from the offering will be reduced by the amount of the final payment to the Managers.

Bruce Goldberg
SMART Global Holdings, Inc.
November 10, 2014
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of  Operations, page
57

3. We note that you updated your financial statements to present only audited financial
statements for the fiscal years ended August 29, 2014 and August 30, 2013.   However,
we note that your management’s discussion and analysis covers the fiscal years ended
August 29, 2014, August 30, 2013 and August 31, 2012 .  As you appear to believe a
discussion of the fiscal 2012 period is meaningful to investors, please explain why you
have not balanced that presentation by continuing to include the related audited financial
statements. Please refer to Instruction 1 to Item 303 of Regulation S -K.

Quarterly Results of Operations, page 67

4. We note that you present quarterly results of operations for fiscal 2014.  Please explain
why you have not balanced this presentat ion with the quarterly results of operations for
fiscal 2013.

Financial Statements

Note 1.  Overview, Basis of Presentation and Significant Accounting Policies, page F -8

(a) O verview, page F -8

5. We note from your response to prior comment 20 that you have accounted for the August
26, 2011 merger transaction as a business combination under the acquisition method in
accordance with FASB ASC 805 -10-05-4.  Please also tell us how you considered SAB
Topic 5.J, and disclose whether this transaction established a new basis of accounting
arising from Silver Lake’s acquisition of the company (i.e., pushed down basis of
accounting).  If not, please tell us why.

You may contact  David Burton, Staff Accountan t, at (202) 551 -3626 or Kate Tillan,
Assistant Chief Accountant, at (202) 551 -3604 if you have questions regarding comments on the
financial statements and related matters.  Please contact Tom Jones at (202) 551 -3602 or Mary
Beth Breslin, Senior Attorney, at (202) 551 -3625 with any other questions.

Sincerely,

/s/ Amanda Ravitz

Amanda Ravitz
 Assistant Director

cc (via e -mail): Alan F. Denenberg

September 22, 2014
Via E -mail
Bruce Goldberg
Vice President, Chief Legal Officer
 and Chief Compliance Officer
SMART Global Holdings, Inc.
39870 Eureka Drive
Newark, CA 94560

Re: SMART Global Holdings, Inc.
 Draft Registration Statement on Form S -1
Submitted August 26, 2014
  CIK No. 0001 616533

Dear Mr. Goldberg :

We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumst ances or do not
believe an amendment is appropriate, please tell us why in your response.

 After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may ha ve additional
comments.

Summary, page 1

1. With regard to your claims of leadership in the first paragraph on page 1 and elsewhere in
the document, please revise to state the measure by which you believe you have the
leading market position worldwide.  Plea se also revise to state the basis on which you are
the “largest” in -country manufacturer in Brazil.  Finally, please also revise to provide the
basis for your statement that your model has enabled you “to maintain margins that are
more stable than those of  many of the largest memory manufacturers.”

2. Please tell us the objective criteria you used to determine which customers to highlight on
page 2 and whether you have named all of the customers that satisfy these criteria.

3. Please expand the disclosure in t his section to disclose that a significant portion of your
sales and operations are increasingly focused on Brazil and that sales to customers in

Bruce Goldberg
SMART Global Holdings, Inc.
September 22, 2014
Page 2

 Brazil accounted for 46% and 40% of your net sales in fiscal 2013 and 2012,
respectively.  Also, disclose the amount of such sales for the nine months ended May 30,
2014.

4. We note your disclosure in the third paragraph on page 1 that you have begun to expand
into the flash memory market, as well as the memory for smartphones and tablets market .
Please revise to c larify how and to what extent you have entered into these markets.
Provide quantified disclosure of the historical and current importance of these markets to
your business, such as by disclosing the portion of your revenues attributable to DRAM
products a s compared to flash and embedded memory products.

5. Please expand the disclosure in the first full paragraph on page 2 to disclose your net
losses for the nine months ended May 30, 2014 and fiscal 2012.  Also, disclose your net
income in fiscal 2013 and t he amount of your gain on the sale of discontinued operations.

Implications of Being an emerging Growth Company, page 6

6. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications. Similarly, please
supplementally provide us with any research repo rts about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offe ring.

Use of Proceeds, page 48

7. To the extent possible, please identify more specifically your general corporate purposes
so an investor has a clearer picture of your intended use of proceeds. If you do not have a
specific plan for a significant portion of the proceeds, please say so clearly and discuss
the principal reasons for the offering.

8. We note your disclosure that your use of proceeds “may include the repayment of
indebtedness.”  Given that almost all of your existing debt was incurred to fund a
distribution of share premium to your existing shareholders, who will continue to hold a
controlling interest after the offering, please expand your disclosure here and on page 7 to
provide the information about this potential use of offering proceeds as se t forth in
Instruction 4 to Item 504 of Regulation S -K.  Also, to the extent any of the underwriters
are lenders of the indebtedness that may be repaid with a portion of the offering proceeds,
please revise your disclosure on page 7 to indicate that fact.

Bruce Goldberg
SMART Global Holdings, Inc.
September 22, 2014
Page 3

 Capitalization, page 50

9. Please revise your capitalization table to remove cash and cash equivalents as it is not
part of your capitalization .

10. We note that the as adjusted column reflects the effects of the amendment and
restatement of your memorandum and articles of association and  the application of the
net proceeds of the offering as set forth in your Use of Proceeds on page 48.  With a view
towards disclosure, please tell us the nature of the adjustments you expect to make as a
result of each of the se two items.

Suppliers, page 84

11. Please expand the disclosure in this section to disclose, if applicable, the material terms
of your agreement with your supplier mentioned in the third paragraph on page 1.

Description of Share Capital, page 112

12. Please revise your disclosure as necessary to include discussion of the significance of
 being an exempted Cayman Islands company;  and
 the register of members.

Taxation, page 122

13. Please revise your disclosure under this heading as follows:
 here and un der “Enforcements of Judgments” on page 135 to include discussion
of Brazil as necessary; and
 to include discussion of the requirements of the Hiring Incentives to Restore
Employment Act of 2010, as applicable.

Relationships, page 129

14. Please expand the disclosure in the first paragraph of this section to disclose which
underwriters or their affiliates have provided services to you and disclose the amount of
the compensation that they received for their services.

15. Please expand the disclosure in the secon d paragraph of this section to disclose the
amounts payable to each of the affiliates.

Change in Accountants, page 134

16. Refer to the second sentence of the first paragraph.  Please confirm to us that May 14,
2014 is also the date that you engaged Deloitte  & Touche LLP.  Refer to Item 304(a)(2)
of Regulation S -K.

Bruce Goldberg
SMART Global Holdings, Inc.
September 22, 2014
Page 4

17. To help us better understand your change in accountants, please briefly explain the
independence issues that resulted in your dismissing KPMG LLP.

18. Please describe to us the material errors you co mmunicated to KPMG that existed in your
previously issued consolidated financial statements for the two fiscal years ended
August  30, 2013 that resulted in KPMG’s communication that its audit report should no
longer be relied upon.   Similarly, describe to us the material weakness in your internal
controls over the accounting for non -routine transactions identified by KPMG during its
audit of your financial statements for your fiscal year ended August 30, 2013.

Enforcement of Judgments, page 135

19. Please ex pand the disclosure in the second paragraph of this section to identify counsel
and include counsel’s consent as an exhibit to the registration statement.   Refer to rule
436(a).

Financial Statements

Note 1.  Overview, Basis of Presentation and Signific ant Accounting Policies, page F -8

(a) Overview, page F -8

20. Please tell us how the company accounted for the August 26, 2011 merger transaction.
Explain whether the transaction resulted in a change of control and the extent to which
that control changed.

(f) Revenue recognition, page F -9

21. Please respond to the following with respect to your transactions accounted for on an
agency basis:
 Tell us more about the nature of the services provided and how these services
relate to your product sales.  Describe the  significant terms of the agreements.
 Provide us with your analysis in determining that the revenues should be recorded
on a net basis.  Also include a discussion of those agreements where you retain
inventory risk.  Refer to FASB ASC 605 -45-45.
 On page 70 , you disclose that all inventories held under service arrangements are
included in the inventories reported on the consolidated balance sheet.  Please tell
us why you include the inventory on your balance sheet.
 Explain the journal entries you book a typi cal transaction for the inventory and
services.
 Tell us how your tabular presentation in Note 1(f) on page F -10 is consistent with
guidance relating to net presentation of revenue.  Refer to  FASB ASC 605 -
45.  Tell us why that presentation is meaningful, and not confusing to investors.

Bruce Goldberg
SMART Global Holdings, Inc.
September 22, 2014
Page 5

(g) Cash and cash equivalents, page F -10

22. Please tell us whether the company’s cash equivalents are also highly liquid and how the
company considered the definition of cash equivalents in the FASB Master Glossary.
Revise y our accounting policy to clarify.

(j) Inventories, page F -10

23. We note that the company values inventory on a specific identification basis.  Please
briefly explain how, given the nature of the company’s business, the company is able to
clearly identify in dividual inventory from the time of purchase through the time of sale.

(r) Share -based compensation, page F -14

Sale Impact on Share Options, Restricted Stock Awards (RSAs) and Restricted Stock Units
(RSUs), page F -15

24. Please provide us with your analysis  in determining that the award holders did not receive
incremental fair value and that the sales were an equity restructuring and no additional
share -based compensation was required to be recorded.

Note 9.  Financial Instruments, page F -35

25. We note in your disclosures under the Level 2 and Level 3 bullet points that the company
had no Level 2 or Level 3 financial instruments as of May 30, 2014, August 30, 2013 and
August 31, 2012.  Please reconcile to the disclosure made on page F -33 in Note 8 that the
fair value of the term loans under the Senior Secured Credit Agreement was treated as a
Level 2 financial instrument as of May 3, 2014 and August 30, 2013 and was treated as a
Level 3 financial instrument as of August 31, 2012.  In this connecti on, please discuss
how you considered FASB ASC 825 -10-50-10 through 50 -12.

If you intend to respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we pr ovide
in the Division’s October  11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.ht m.

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin /cfannouncements/edgarcorrespondence.htm ).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissi ons to us so we do not repeat or refer to that information in our comment
letters to you.

Bruce Goldberg
SMART Global Holdings, Inc.
September 22, 2014
Page 6

You may contact  David Burton, Staff Accountant, at (202) 551 -3626 or Kate Tillan,
Assistant Chief Accountant, at (202) 551 -3604 if you have questions regarding com ments on the
financial statements and related matters.  Please contact Tom Jones at (202) 551 -3602 or Mary
Beth Breslin, Senior Attorney, at (202) 551 -3625 with any other questions.

Sincerely,

/s/ Mary Beth Breslin for

Amanda Ravitz
 Assistant Director

cc (via e -mail): Alan F. Denenberg