M&A - Penguin Solutions, Inc.

Form Type: 8-K12B

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525152807

Filing Summary: On June 30, 2025, Penguin Solutions, Inc. completed a Redomiciliation Transaction, changing its corporate domicile from Cayman Islands to the United States. As part of this transaction, each share of Penguin Solutions, Inc. from the Cayman Islands was exchanged for shares of common and convertible preferred stock in the new Delaware entity. The transaction was executed under a court-sanctioned scheme and all shareholders of Penguin Solutions Cayman were bound by the terms of the arrangement. The new common stock will continue to trade under the symbol 'PENG' on Nasdaq starting July 1, 2025. The document outlines the associated agreements entered into following the transaction, including indemnification agreements with directors, supplemental indentures regarding convertible senior notes, and the assumption of prior agreements with executive officers. Additionally, it addresses changes in governance structures and ongoing financial obligations of the newly formed entity. The completion of the merger was formally announced through a press release that was included as an exhibit to the filing.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525152834

Filing Summary: On June 30, 2025, Penguin Solutions Cayman completed a court-sanctioned scheme of arrangement, resulting in its redomiciliation to the United States. As part of this process, all issued ordinary shares of Penguin Solutions Cayman were exchanged for newly issued shares of common stock of Penguin Solutions Delaware on a one-for-one basis. Following the redomiciliation, Penguin Solutions Cayman became a wholly-owned subsidiary of Penguin Solutions Delaware, which is now the successor issuer. Additionally, Penguin Solutions Delaware adopted existing obligations from Penguin Solutions Cayman’s equity incentive plans and amended these plans to accommodate the issuance of Delaware common stock for equity awards.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525152836

Filing Summary: Penguin Solutions, Inc., a Delaware corporation, executed a court-sanctioned scheme of arrangement on June 30, 2025. This scheme is part of the company's intention to redomicile to the United States from the Cayman Islands. As a result of the merger, all ordinary shares of Penguin Solutions Cayman were exchanged on a one-for-one basis for newly issued common stock of Penguin Solutions Delaware, making the latter a wholly-owned subsidiary of the former. The document is a Post-Effective Amendment No. 1 to the registration statements of various stock incentive plans under the Securities Act, indicating they have been adopted by Penguin Solutions Delaware as part of this corporate restructuring.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525152841

Filing Summary: On June 30, 2025, Penguin Solutions, Inc. completed a court-sanctioned scheme of arrangement, marking a significant redomiciliation from Cayman Islands to the United States. Under this scheme, existing ordinary shares in Penguin Solutions Cayman were exchanged on a one-for-one basis for newly issued shares of common stock of the newly incorporated Penguin Solutions Delaware, making it the successor issuer. This action implies an operational merger whereby Penguin Solutions Cayman is now a wholly-owned subsidiary of Penguin Solutions Delaware. The Delaware entity has taken on all obligations related to previously granted equity awards from the Cayman entity, integrating and amending the respective equity incentive plans to ensure they reflect the new stock structure. The filing includes the adoption of multiple S-8 registration statements by Penguin Solutions Delaware.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525152843

Filing Summary: Penguin Solutions, Inc., a Delaware corporation, completes a court-sanctioned scheme of arrangement on June 30, 2025, which is part of its plan to redomicile from the Cayman Islands to the United States. Under this scheme, all issued ordinary shares of Penguin Solutions Cayman are exchanged on a one-for-one basis for newly issued shares of common stock of Penguin Solutions Delaware. This results in Penguin Solutions Cayman becoming a wholly-owned subsidiary of Penguin Solutions Delaware. As part of the redomiciliation, Penguin Solutions Delaware has assumed existing obligations tied to equity incentive plans and will amend them to reflect the new stock being offered. This document serves as a Post-Effective Amendment No. 1 to several prior Form S-8 registration statements related to stock incentive plans and employee stock purchases, effectively adopting these registration statements for the Delaware entity.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525152856

Filing Summary: On June 30, 2025, Penguin Solutions, Inc. completed a court-sanctioned scheme of arrangement as part of its intention to redomicile to the United States. This involved the exchange of all issued ordinary shares of Penguin Solutions Cayman for newly issued shares of common stock of Penguin Solutions Delaware on a one-for-one basis. Following this process, Penguin Solutions Cayman became a wholly-owned subsidiary of Penguin Solutions Delaware, which is now the successor issuer. Additionally, Penguin Solutions Delaware assumed the existing obligations under equity incentive plans originally held by Penguin Solutions Cayman, amending these agreements to reflect the new stock structure. This document serves as a post-effective amendment to multiple Form S-8 registration statements, officially adopting them for the new entity.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525152860

Filing Summary: Penguin Solutions, Inc. has filed a Post-Effective Amendment No. 1 to its Form S-8 registration statement in relation to its redomiciliation from the Cayman Islands to Delaware. This merger allows all issued shares in Penguin Solutions Cayman to be exchanged for new common stock in Penguin Solutions Delaware at a one-for-one basis. Consequently, Penguin Solutions Cayman has become a wholly-owned subsidiary of Penguin Solutions Delaware. As part of this process, Penguin Solutions Delaware has adopted various equity incentive plans clarifying how awards and stock options will be handled post-redomiciliation. Key registration numbers included are 333-218605 through 333-286347.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525152863

Filing Summary: On June 30, 2025, Penguin Solutions, Inc. completed a court-sanctioned scheme of arrangement, marking the company's redomiciliation from the Cayman Islands to the United States. This significant corporate action involved an exchange of ordinary shares from Penguin Solutions Cayman to newly issued common stock of Penguin Solutions Delaware on a one-for-one basis. Following the completion of the scheme, Penguin Solutions Cayman became a wholly-owned subsidiary of the newly formed Penguin Solutions Delaware, which assimilated all existing obligations tied to equity incentive plans. The Post-Effective Amendment filed serves to adopt all prior registration statements as the registration statement for Penguin Solutions Delaware, reflecting its updated status and plans under the Securities Act.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525152874

Filing Summary: On June 30, 2025, Penguin Solutions, Inc. completed a court-sanctioned scheme of arrangement that enabled the company's redomiciliation from the Cayman Islands to the United States. This redomiciliation involved a one-for-one exchange of shares where ordinary shares of Penguin Solutions Cayman were exchanged for common stock of Penguin Solutions Delaware, making the latter the successor issuer. The amendment also entails the assumption and amendment of existing equity incentive plans, transitioning from the Cayman entity to the Delaware corporation. The filing relates to various registration statements under the Securities Act and incorporates prior SEC filings relevant to the equity benefit plans in place.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525152877

Filing Summary: On June 30, 2025, Penguin Solutions Cayman completed a court-sanctioned scheme of arrangement as part of its plan to redomicile to the United States. Under this scheme, all ordinary shares of Penguin Solutions Cayman were exchanged for new shares of common stock of the successor entity, Penguin Solutions Delaware. This reorganization resulted in Penguin Solutions Cayman becoming a wholly-owned subsidiary of Penguin Solutions Delaware, which also assumed and amended the equity incentive plans previously established by the Cayman entity to accommodate the issuance of shares of Delaware common stock.

Form Type: DEF 14A

Filing Date: 2025-05-02

Corporate Action: Merger

Type: New

Accession Number: 000119312525110748

Filing Summary: Penguin Solutions, Inc. has announced a proposed scheme of arrangement to redomicile from the Cayman Islands to the United States. This transaction involves exchanging ordinary shares and convertible preferred shares of Penguin Solutions Cayman for an equal number of shares in the newly formed Delaware corporation, also named Penguin Solutions, Inc. The scheme meeting will be held on June 16, 2025, to approve this redomiciliation, which aims to simplify the corporate structure and align it with operational activities in the U.S. Shareholder approval is required, and if sanctioned by the Cayman Court, the redomiciliation will take effect following the exchange of shares. The new Delaware corporation will be listed on Nasdaq under the ticker 'PENG'.

Form Type: PRE 14A

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525060930

Filing Summary: Penguin Solutions, Inc. is proposing to redomicile its corporate headquarters from the Cayman Islands to the United States, specifically incorporating a new parent company in Delaware. This transaction will involve a scheme of arrangement under Cayman Islands law, where shareholders will exchange their ordinary shares and convertible preferred shares for equivalent shares in the new Delaware company. The board of directors determined that this move is in the best interests of the company and its stakeholders, as it aligns better with the company's significant operations and assets based in the U.S. and helps streamline governance. The scheme meeting will seek shareholder approval for this proposal, with details about the voting process and a proxy statement provided to shareholders. Key dates for voting and other procedural details are outlined, emphasizing the importance of voting during the scheme meeting. If sanctioned, the new parent company will list its common stock on Nasdaq under the ticker symbol 'PENG'. The document encourages shareholders to consider the benefits and risks associated with this change as outlined in the accompanying proxy statement.