DEF 14A

DEF 14A 1 d942497ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Penguin Solutions, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

PENGUIN SOLUTIONS, INC.

SPECIAL SCHEME MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 16, 2025

May 2, 2025

Dear holders of ordinary shares and convertible preferred shares (the “shareholders”) of Penguin Solutions, Inc. (“Penguin Solutions Cayman”):

After a review by our board of directors (the “Penguin Solutions Cayman Board”) and management team, we have determined that it is advisable to redomicile the parent company of our corporate group from the Cayman Islands to the United States, to be effected by way of scheme of arrangement under Cayman Islands law. The new parent company, also named Penguin Solutions, Inc., is incorporated in Delaware (“Penguin Solutions Delaware”). As part of the transaction, each issued Penguin Solutions Cayman ordinary share at the completion date of the scheme of arrangement will be exchanged for one share of common stock of Penguin Solutions Delaware, each issued Penguin Solutions Cayman convertible preferred share at the completion date of the scheme of arrangement will be exchanged for one share of convertible preferred stock of Penguin Solutions Delaware, and Penguin Solutions Delaware will become the ultimate parent company of the Penguin Solutions group of companies.

A scheme of arrangement under Cayman Islands law is a court-approved arrangement entered into between a company and its shareholders, commonly used by Cayman Islands domiciled companies to redomicile or reorganize their businesses. The scheme of arrangement process requires shareholder approval. In order to commence the scheme of arrangement process, Penguin Solutions Cayman applied to the Grand Court of the Cayman Islands (the “Cayman Court”) for, among other matters, permission to convene a meeting of its registered shareholders as at the relevant time, to consider and vote on a proposal to consummate a scheme of arrangement. If the requisite statutory threshold of shareholders as of 1:15 p.m. (Pacific Time) on April 25, 2025 (the “Voting Record Time”) vote to approve the scheme of arrangement, Penguin Solutions Cayman will apply to the Cayman Court for sanction of the scheme of arrangement. If sanctioned by the Cayman Court, and following the filing of the Order of the Cayman Court sanctioning the scheme of arrangement with the Cayman Islands Registrar of Companies, the scheme of arrangement will be become effective in accordance with its terms and binding on all shareholders of Penguin Solutions Cayman whether or not they voted in favor of the scheme of arrangement. This will enable the parent company of the Penguin Solutions group of companies to redomicile from the Cayman Islands to the United States in an efficient manner and without disruption to our operations. We are making the accompanying proxy statement available in connection with the solicitation by the Penguin Solutions Cayman Board of proxies to be voted at the special meeting of our shareholders convened for the purposes set forth in the accompanying proxy statement.

While our incorporation in the Cayman Islands has served us and our shareholders well for many years, there are compelling reasons that support redomiciling the parent company of the Penguin Solutions group of companies to the United States at this time. After considering various factors, the Penguin Solutions Cayman Board unanimously determined that redomiciling the parent company of the Penguin Solutions group of companies to Delaware is in the best interests of Penguin Solutions Cayman and will best help us to accomplish our strategic objectives. We believe that the redomiciliation will, among other benefits, simplify and streamline the organizational, statutory and regulatory structure of the Penguin Solutions group of companies for the benefit

of shareholders and align the legal framework governing the Penguin Solutions group of companies with our operational footprint. Through our existing subsidiaries and our listing on the Nasdaq Global Select Market (“Nasdaq”), we already have a substantial presence in the United States, and it is important to note that a majority of the Penguin Solutions group’s operating assets, including significant intellectual property, and a substantial portion of our employee base are also in the United States. The reasons for the transaction are discussed in further detail in the accompanying proxy statement.

On June 16, 2025, commencing at 10:00 a.m. (Pacific Time), we will hold a scheme meeting of our shareholders to vote on the proposed scheme of arrangement as described below at the offices of Latham & Watkins LLP, located at 140 Scott Drive, Menlo Park, California, 94025 and will broadcast the scheme meeting via live webcast (the “Scheme Meeting”). Registered shareholders as of the Voting Record Time will be entitled to attend and vote at the Scheme Meeting.

At the Scheme Meeting, you will be asked to vote on a proposal for a “scheme of arrangement” pursuant to Section 86 of the Cayman Islands Companies Act (2025 Revision), as amended, modified or re-enacted from time to time, that would result in a change in the ultimate parent company of the Penguin Solutions group of companies from the current parent company that is incorporated in the Cayman Islands to a parent company that is incorporated in Delaware, as described in the accompanying proxy statement.

For you, our shareholders, much will remain unchanged following the completion of the scheme of arrangement. If the scheme of arrangement is approved, becomes effective and is implemented, it will result in the exchange of your Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares, as applicable, for an equal number of shares of common stock of Penguin Solutions Delaware and shares of convertible preferred stock of Penguin Solutions Delaware, respectively, and Penguin Solutions Delaware will become the ultimate parent company of the Penguin Solutions group of companies.

If the scheme of arrangement takes effect, your rights with respect to the Penguin Solutions Delaware stock will be substantially the same as those currently in effect with respect to the Penguin Solutions Cayman shares. Upon the terms of the scheme of arrangement being implemented, holders of Penguin Solutions Delaware stock will have the same proportionate interest in the profits, net assets and dividends of the Penguin Solutions group of companies as they had immediately prior to the implementation of the scheme of arrangement as a holder of Penguin Solutions Cayman shares. However, there are differences between what your rights will be under Delaware law and what they currently are under Cayman Islands law. In addition, there are differences between Penguin Solutions Cayman’s articles of association and Penguin Solutions Delaware’s amended and restated certificate of incorporation and amended and restated bylaws as they will be in effect upon the completion of the scheme of arrangement. These differences are discussed under the sections titled “Description of Penguin Solutions Delaware Capital Stock” and “Comparison of Rights of Cayman Islands Shareholders and Delaware Stockholders”.

Just as is the case today with your Penguin Solutions Cayman ordinary shares, upon completion of the transaction, the common stock of Penguin Solutions Delaware, our ultimate parent company, will be listed on Nasdaq under the ticker symbol “PENG” and will be registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended, and be subject to the same SEC reporting requirements, the mandates of the Sarbanes-Oxley Act of 2002 and the applicable corporate governance rules of Nasdaq. Similarly, the shares of convertible preferred stock of Penguin Solutions Delaware will not be listed for trading upon completion of the transaction, as is the case with the Penguin Solutions Cayman convertible preferred shares. We will continue to report our financial results in U.S. dollars and under U.S. generally accepted accounting principles. Penguin Solutions Delaware will in the ordinary course make available customary reports filed with the SEC, consistent with our established current practices.

The accompanying proxy statement provides you with detailed information regarding the transactions to be effected pursuant to the scheme of arrangement, and certain related transactions. As such, the proxy statement provides important information about the Scheme Meeting and the proposal described above. We encourage you

to read the entire document carefully. You should carefully read and consider the “Risk Factors” beginning on page 23 of the accompanying proxy statement for a discussion of potential risks before voting. You are entitled to vote by attending the Scheme Meeting (including via live webcast) or by appointing a proxy. It is not necessary that the proxy appointed by you be a current shareholder of Penguin Solutions Cayman.

Your vote is very important. The Penguin Solutions Cayman Board has unanimously determined that the proposal above is advisable and in the best interests of Penguin Solutions Cayman and recommends that you vote “FOR” the above proposal.

In order to participate in the Scheme Meeting online, go to www.virtualshareholdermeeting.com/PENG2025SM. Registered shareholders as of the Voting Record Time must use the control number found on their proxy card sent in respect of the Scheme Meeting. If you hold your shares in “street name”, you may not attend the Scheme Meeting or vote your Penguin Solutions Cayman ordinary shares at the Scheme Meeting unless you obtain an “instrument of proxy” or “legal proxy” from your broker or nominee that holds your Penguin Solutions Cayman ordinary shares. If you plan to attend in person and vote your “street name” shares at the Scheme Meeting, you should request such an “instrument of proxy” or “legal proxy” from your broker, bank, or other holder of record and bring it with you to the Scheme Meeting along with proof of identification. If you plan to attend the Scheme Meeting online via live webcast and vote your “street name” shares at the Scheme Meeting, you must use the control number found on your voting instruction form sent in respect of the Scheme Meeting in order to obtain a “legal proxy” and access the Scheme Meeting. Shareholders are encouraged to submit their votes in advance of the Scheme Meeting, following the procedures outlined further below and in the accompanying proxy statement. For more detail, please see “The Scheme Meeting—Voting Record Time; Voting Rights,” and “The Scheme Meeting—How You Can Vote.”

If you are a registered shareholder as of the Voting Record Time, to ensure that your Penguin Solutions Cayman shares are voted in accordance with your wishes, please properly mark, date, sign and return the accompanying proxy card by mail in the enclosed, postage-paid envelope (as applicable) as promptly as possible. In order for your proxies to be voted, Broadridge must receive your proxy cards at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, not later than 8:59 p.m. (Pacific Time) on June 15, 2025.

If you hold your Penguin Solutions Cayman shares in “street name” through a bank, broker, trustee, custodian or other nominee (which we generally refer to as “brokers” or “nominees”), to ensure that your Penguin Solutions Cayman shares are voted in accordance with your wishes, please properly mark, date, sign and return the accompanying voting instruction form by mail in the enclosed, postage-paid envelope (as applicable) or follow the internet or touch-tone voting instructions on the voting instruction form as promptly as possible. In order for your voting instruction form to be voted, your broker or nominee must receive your voting instruction form by 8:59 p.m. (Pacific Time) on June 15, 2025. Please note that holders of Penguin Solutions Cayman shares through brokers or nominees are required to submit their voting instruction forms to their applicable broker or nominee prior to the deadline applicable to registered holders of Penguin Solutions Cayman shares and such holders should follow any separate instructions that are provided by their applicable broker or nominee. You should contact your broker or nominee directly for more information on these procedures.

If you have any questions about the Scheme Meeting or require assistance, please call MacKenzie Partners, Inc. (“MacKenzie”), our proxy solicitor, at +1 (800) 322-2885 (toll-free within the United States) or at +1 (212) 929-5500 (outside the United States).

On behalf of the Penguin Solutions Cayman Board, thank you for your continued support.

Sincerely,

Mark Adams

President and Chief Executive Officer

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued in the contemplated scheme of arrangement or determined if the accompanying proxy statement is truthful or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement related to the Penguin Solutions Cayman shares is dated May 2, 2025 and is first being mailed to Penguin Solutions Cayman’s shareholders on or about May 2, 2025.

SUMMARY OF NOTICE OF THE SPECIAL SCHEME MEETING

OF THE HOLDERS OF PENGUIN SOLUTIONS, INC.

ORDINARY SHARES AND CONVERTIBLE PREFERRED SHARES

TO BE HELD ON JUNE 16, 2025

To the holders of ordinary shares and convertible preferred shares (“shareholders”) of Penguin Solutions, Inc. (“Penguin Solutions Cayman”):

On June 16, 2025, Penguin Solutions Cayman will hold a special scheme meeting (the “Scheme Meeting”) of the Penguin Solutions Cayman shareholders, which will commence at 10:00 a.m. (Pacific Time), in order to approve a proposal for a scheme of arrangement pursuant to Section 86 of the Cayman Islands Companies Act (2025 Revision), as amended, modified or re-enacted from time to time (the “Cayman Companies Act”).

We will hold the Scheme Meeting at the offices of Latham & Watkins LLP, located at 140 Scott Drive, Menlo Park, California, 94025 and will broadcast the Scheme Meeting via live webcast. Registered shareholders as of 1:15 p.m. (Pacific Time) on April 25, 2025 (the “Voting Record Time”) will be entitled to attend and vote at the Scheme Meeting.

In order to participate in the Scheme Meeting online, go to www.virtualshareholdermeeting.com/PENG2025SM. Registered shareholders must use the control number found on their proxy card sent in respect of the Scheme Meeting. If you hold your shares in “street name”, you may not attend the Scheme Meeting or vote your Penguin Solutions Cayman ordinary shares at the Scheme Meeting unless you obtain an “instrument of proxy” or “legal proxy” from your broker or nominee that holds your Penguin Solutions Cayman ordinary shares. If you plan to attend in person and vote your “street name” shares at the Scheme Meeting, you should request such an “instrument of proxy” or “legal proxy” from your broker, bank, or other holder of record and bring it with you to the Scheme Meeting along with proof of identification. If you plan to attend the Scheme Meeting online via live webcast and vote your “street name” shares at the Scheme Meeting, you must use the control number found on your voting instruction form sent in respect of the Scheme Meeting in order to obtain a “legal proxy” and access the Scheme Meeting. Shareholders are encouraged to submit their votes in advance of the Scheme Meeting, following the procedure outlined further below.

Shareholders are being asked to vote on the following matter at the Scheme Meeting:

•

To approve the scheme of arrangement substantially in the form attached as Annex B to the accompanying proxy statement (the “Scheme of Arrangement”), pursuant to which, at the completion date of the Scheme of Arrangement (expected to be 1:30 p.m. (Pacific Time) on June 30, 2025) (the “Completion Date”), all shareholders of Penguin Solutions Cayman will become shareholders of Penguin Solutions Delaware. Pursuant to the terms of the Scheme of Arrangement, the shareholders of Penguin Solutions Cayman as of the scheme record time (expected to be 1:29 p.m. (Pacific Time) on June 30, 2025) (the “Scheme Record Time”) (the “Scheme Shareholders”) will exchange their ordinary shares and/or convertible preferred shares (as applicable) of Penguin Solutions Cayman for shares of common stock and/or convertible preferred stock (as applicable) of Penguin Solutions Delaware on the following basis: each ordinary share of Penguin Solutions Cayman (each, a “Penguin Solutions Cayman ordinary share”) will be exchanged for one share of common stock of Penguin Solutions Delaware ( “Penguin Solutions Delaware common stock”), and each convertible preferred share of Penguin Solutions Cayman (each, a “Penguin Solutions Cayman convertible preferred share” and the Penguin Solutions Cayman convertible preferred shares together with the Penguin Solutions Cayman ordinary shares, the “Penguin Solutions Cayman shares”) will be exchanged for one share of convertible preferred stock of Penguin Solutions Delaware (“Penguin Solutions Delaware convertible preferred stock” and, together with the Penguin Solutions Delaware common stock, the “Penguin Solutions Delaware stock”).

We refer to this as the “Scheme of Arrangement Proposal.”

Approval of the Scheme of Arrangement Proposal by our shareholders as of the Voting Record Time (as defined below) at the Scheme Meeting is a condition to the Scheme of Arrangement becoming effective.

The formal notice of the Scheme Meeting is provided as an attachment to the accompanying proxy statement as Annex A, and should be read closely. This summary does not constitute the formal notice in respect of the Scheme Meeting.

The Penguin Solutions Cayman Board has set 1:15 p.m. (Pacific Time) on April 25, 2025 as the record date for the Scheme Meeting. This means that only those persons who were shareholders at 1:15 p.m. (Pacific Time) on April 25, 2025 (the “Voting Record Time”) will be entitled to receive notice of, and to attend and vote, at the Scheme Meeting and any adjournments thereof.

The Scheme Meeting has been convened at 10:00 a.m. (Pacific Time) on June 16, 2025, pursuant to an Order of the Cayman Islands Grand Court (the “Cayman Court”) granted on April 29, 2025 (the “Cayman Court Order”). If the shareholders as of the Voting Record Time approve the Scheme of Arrangement Proposal and the other conditions to the Scheme of Arrangement have been satisfied or waived, we will seek the Cayman Court’s sanction of the Scheme of Arrangement. Sanction of the Cayman Court must be obtained as a condition to the Scheme of Arrangement becoming effective. We expect the sanction hearing to be held at the Law Courts, George Town, Grand Cayman at 7:30 a.m. (Pacific Time) on June 25, 2025 (the “Sanction Hearing”), further details of which will be advertised by Penguin Solutions Cayman in The Wall Street Journal and a Cayman Islands newspaper in accordance with the Cayman Court Order. Shareholders as at the Voting Record Time who voted at the Scheme Meeting or gave instructions to their broker or nominee to vote at the Scheme Meeting (as applicable) have the right to attend the Sanction Hearing and to appear in person or be represented by counsel to support or oppose the sanction of the Scheme of Arrangement. If you are a shareholder who wishes to appear in person or by counsel at the Sanction Hearing and present evidence or arguments in support of or opposition to the Scheme of Arrangement, we expect that the Cayman Court will require that you give notice of your intention to do so to Penguin Solutions Cayman’s Cayman Islands legal advisers, Walkers (Cayman) LLP, at 190 Elgin Avenue, George Town, Grand Cayman KY19001, Cayman Islands, at least three days before the Sanction Hearing. Penguin Solutions Cayman will not object to the participation in the Sanction Hearing by any person who holds shares through a broker or any other person with a legitimate interest in the proceedings and all such persons will have a right to participate.

The accompanying proxy statement and proxy card are first being sent on or about May 2, 2025 to the Penguin Solutions Cayman shareholders and contain additional information on how to attend the Scheme Meeting and vote any Penguin Solutions Cayman shares you own in person (including via live webcast) or by proxy at the Scheme Meeting.

If you hold Penguin Solutions Cayman ordinary shares in “street name”, you may not attend the Scheme Meeting or vote your Penguin Solutions Cayman ordinary shares at the Scheme Meeting unless you obtain an “instrument of proxy” or “legal proxy” from your broker or nominee that holds your Penguin Solutions Cayman ordinary shares. If you plan to attend in person and vote your “street name” shares at the Scheme Meeting, you should request such an “instrument of proxy” or “legal proxy” from your broker, bank, or other holder of record and bring it with you to the Scheme Meeting along with proof of identification. If you plan to attend the Scheme Meeting online via live webcast and vote your “street name” shares at the Scheme Meeting, you must use the control number found on your voting instruction form sent in respect of the Scheme Meeting in order to obtain a “legal proxy” and access the Scheme Meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE SCHEME MEETING, PLEASE TAKE THE NECESSARY STEPS TO VOTE IN ADVANCE OF THE SCHEME MEETING.

IF YOU ARE A REGISTERED SHAREHOLDER, YOU SHOULD PROPERLY MARK, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED, POSTAGE-PAID ENVELOPE AS PROMPTLY AS POSSIBLE.

IN ORDER FOR YOUR PROXIES TO BE VOTED, BROADRIDGE MUST RECEIVE YOUR PROXY CARD AT VOTE PROCESSING, C/O BROADRIDGE, 51 MERCEDES WAY, EDGEWOOD, NY 11717, NOT LATER THAN 8:59 P.M. (PACIFIC TIME) ON JUNE 15, 2025.

IF YOU HOLD YOUR PENGUIN SOLUTIONS CAYMAN SHARES IN “STREET NAME” THROUGH A BROKER OR NOMINEE, YOU SHOULD PROPERLY MARK, DATE, SIGN AND RETURN THE ACCOMPANYING VOTING INSTRUCTION FORM IN THE ENCLOSED, POSTAGE-PAID ENVELOPE OR FOLLOW THE INTERNET OR TOUCH-TONE VOTING INSTRUCTIONS ON THE VOTING INSTRUCTION FORM AS PROMPTLY AS POSSIBLE.

IN ORDER FOR YOUR VOTING INSTRUCTION FORM TO BE VOTED, YOUR BROKER OR NOMINEE MUST RECEIVE YOUR VOTING INSTRUCTION FORM BY 8:59 P.M. (PACIFIC TIME) ON JUNE 15, 2025. PLEASE NOTE THAT HOLDERS OF PENGUIN SOLUTIONS CAYMAN SHARES THROUGH A BROKER OR NOMINEE ARE REQUIRED TO SUBMIT VOTING INSTRUCTIONS TO THEIR APPLICABLE BROKER OR NOMINEE PRIOR TO THE DEADLINE APPLICABLE FOR THE SUBMISSION OF PROXY CARDS BY PENGUIN SOLUTIONS CAYMAN SHAREHOLDERS AND SUCH HOLDERS SHOULD FOLLOW ANY SEPARATE INSTRUCTIONS THAT ARE PROVIDED BY THEIR APPLICABLE BROKER OR NOMINEE. YOU SHOULD CONTACT YOUR BROKER OR NOMINEE DIRECTLY FOR MORE INFORMATION ON THESE PROCEDURES.

The accompanying proxy statement incorporates documents by reference. Please see “Where You Can Find More Information” beginning on page 103 of the accompanying proxy statement for a listing of documents incorporated by reference. These documents are available to any person, including any beneficial owner, upon request by contacting us at:

Penguin Solutions, Inc.

1390 McCarthy Boulevard, Milpitas, CA 95035

Attention: Corporate Secretary

Telephone: +1 (510) 623-1231

To ensure timely delivery of these documents, any request should be made no later than June 2, 2025. The exhibits to these documents will generally not be made available unless such exhibits are specifically incorporated by reference in the accompanying proxy statement.

TABLE OF CONTENTS


STRUCTURE OF THE TRANSACTION			1

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION			4

SUMMARY			16

RISK FACTORS			23

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			27

UNAUDITED SUMMARY PRO FORMA FINANCIAL INFORMATION			28

THE SCHEME OF ARRANGEMENT PROPOSAL			29

MATERIAL TAX CONSIDERATIONS RELATING TO THE TRANSACTION TO HOLDERS OF PENGUIN SOLUTIONS CAYMAN ORDINARY SHARES			40

DESCRIPTION OF PENGUIN SOLUTIONS DELAWARE CAPITAL STOCK			49

COMPARISON OF RIGHTS OF CAYMAN ISLANDS SHAREHOLDERS AND DELAWARE STOCKHOLDERS			63

THE SCHEME MEETING			91

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			97

SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS			100

HOUSEHOLDING OF SHAREHOLDER DOCUMENTS			102

WHERE YOU CAN FIND MORE INFORMATION			103

PENGUIN SOLUTIONS, INC.

PROXY STATEMENT

For the Special Scheme Meeting of the Holders of

Ordinary Shares and Convertible Preferred Shares of Penguin Solutions, Inc.

to be held on June 16, 2025

This proxy statement, which also constitutes the “scheme circular” required to be sent to shareholders under Cayman Islands law, is furnished to the holders of ordinary shares and convertible preferred shares (“shareholders”) of Penguin Solutions, Inc., a Cayman Islands exempted company (“Penguin Solutions Cayman”), in connection with the solicitation of proxies on behalf of the board of directors of Penguin Solutions Cayman (the “Penguin Solutions Cayman Board”) to be voted at the special scheme meeting of shareholders to be held on June 16, 2025 (the “Scheme Meeting”), and any adjournments thereof, at the times and place and for the purposes set forth in the accompanying notice of the Scheme Meeting.

STRUCTURE OF THE TRANSACTION

We are seeking your approval at the Scheme Meeting of a scheme of arrangement pursuant to Section 86 of the Cayman Islands Companies Act (2025 Revision), as amended, modified or reenacted from time to time (the “Cayman Companies Act”), substantially in the form attached as Annex B to this proxy statement (the “Scheme of Arrangement”), pursuant to which, upon effectiveness, a newly formed Delaware corporation will become the publicly traded parent of the Penguin Solutions group of companies. The scheme of arrangement process is commonly used by Cayman Islands domiciled companies, such as Penguin Solutions Cayman, as a flexible and efficient means to redomicile or reorganize their business. The transactions to be effected pursuant to the Scheme of Arrangement and the related transactions are sometimes referred to herein collectively as the “Transaction”. The Transaction will create a new publicly traded parent company of the Penguin Solutions group of companies that is incorporated in Delaware and will result in you owning common stock and/or shares of convertible preferred stock, as applicable, of a Delaware corporation instead of ordinary shares and/or convertible preferred shares, as applicable, of a Cayman Islands company.

Penguin Solutions Cayman, whose shares you currently own, has formed a new Delaware corporation (also named Penguin Solutions, Inc. and referred to herein as “Penguin Solutions Delaware”). Penguin Solutions Delaware has only nominal assets and capitalization and has not engaged in any business or other activities other than in connection with its formation and the Transaction. If the Scheme of Arrangement is approved and becomes effective, the shareholders of Penguin Solutions Cayman as of the scheme record time (expected to be 1:29 p.m. (Pacific Time) on June 30, 2025) (the “Scheme Record Time”) (the “Scheme Shareholders”) will exchange their ordinary shares and/or convertible preferred shares of Penguin Solutions Cayman (as applicable) for an equal number of shares of common stock and/or convertible preferred stock of Penguin Solutions Delaware (as applicable), on the following basis: each Penguin Solutions Cayman ordinary share, par value $0.03 per share (each such share, a “Penguin Solutions Cayman ordinary share”) will be exchanged for one share of common stock of Penguin Solutions Delaware ( “Penguin Solutions Delaware common stock”), and each Penguin Solutions Cayman convertible preferred share, par value $0.03 per share (each such share, a “Penguin Solutions Cayman convertible preferred share” and the Penguin Solutions Cayman convertible preferred shares together with the Penguin Solutions Cayman ordinary shares, the “Penguin Solutions Cayman shares”) will be exchanged for one share of convertible preferred stock of Penguin Solutions Delaware ( “Penguin Solutions Delaware convertible preferred stock” and the Penguin Solutions Delaware convertible preferred stock together with the Penguin Solutions Delaware common stock, the “Penguin Solutions Delaware stock”). As a result of the Transaction, the Scheme Shareholders will become stockholders of Penguin Solutions

Delaware and such stockholders’ rights will be governed by Delaware law and by Penguin Solutions Delaware’s amended and restated certificate of incorporation and amended and restated bylaws, in substantially the forms attached hereto as Annex D and Annex F, respectively. The Penguin Solutions Delaware convertible preferred stock will be additionally governed by the certificate of designation (the “Certificate of Designation”) in substantially the form attached hereto as Annex E. The Penguin Solutions Delaware common stock is expected to be listed on the Nasdaq Global Select Market (“Nasdaq”) under the same ticker symbol under which the Penguin Solutions Cayman ordinary shares are currently traded (PENG).

Several steps are required in order for us to effect the Scheme of Arrangement, including convening and holding the Scheme Meeting at which the shareholders as of the Voting Record Time will consider and, if thought fit, approve the Scheme of Arrangement. The Scheme Meeting has been convened at 10:00 a.m. (Pacific Time) on June 16, 2025 pursuant to an Order of the Cayman Islands Grand Court (the “Cayman Court”) granted on April 29, 2025. Notice of the Scheme Meeting is set out at Annex A to this proxy statement. If the Scheme of Arrangement Proposal is approved by the shareholders as of the Voting Record Time and the other conditions to the Scheme of Arrangement have been satisfied or waived, we will seek the Cayman Court’s sanction of the Scheme of Arrangement.

If we obtain the requisite approvals from our shareholders as of the Voting Record Time and the Cayman Court’s sanction of the Scheme of Arrangement, and if all of the other conditions to the Scheme of Arrangement, as described herein, are satisfied or, if permitted by applicable law, waived, we intend to file the order of the Cayman Court sanctioning the Scheme of Arrangement with the Cayman Islands Registrar of Companies (the “Sanction Order”). Upon delivery of the Sanction Order to the Cayman Islands Registrar of Companies, the Scheme of Arrangement will become effective in accordance with its terms (expected to be 3:00 p.m. (Pacific Time) on June 25, 2025, the “Effective Time”).

If the Scheme of Arrangement becomes effective and is implemented, shareholders as of the Scheme Record Time, which is expected to be 1:29 p.m. (Pacific Time) on June 30, 2025 will receive one share of Penguin Solutions Delaware common stock for each Penguin Solutions Cayman ordinary share and one share of Penguin Solutions Delaware convertible preferred stock for each Penguin Solutions Cayman convertible preferred share, as applicable, on the completion date of the Scheme expected to be 1:30 p.m. (Pacific Time) on June 30, 2025 (the “Completion Date”).

We currently expect the Completion Date to occur after the closing of trading of the Penguin Solutions Cayman ordinary shares on Nasdaq on or around June 30, 2025. The exact date and timing of the Completion Date will depend on factors such as any postponement or adjournment of the hearing before the Cayman Court regarding sanction of the Scheme of Arrangement (the “Sanction Hearing”).

After the Completion Date, you will continue to own an interest in the ultimate parent company of the Penguin Solutions group of companies, which will indirectly conduct the same business operations as currently conducted indirectly by Penguin Solutions Cayman, through the same group of operating subsidiaries of Penguin Solutions Cayman prior to the Completion Date. The number and class(es) of Penguin Solutions Delaware stock you will own will be the same as the number and class(es) of Penguin Solutions Cayman shares you own immediately prior to the Completion Date, and your relative ownership interest in the Penguin Solutions group of companies will remain substantially unchanged as a result of the Scheme of Arrangement. Penguin Solutions Delaware will have the same board of directors and management team as Penguin Solutions Cayman immediately following the Completion Date.

As of the Voting Record Time, 52,800,546 Penguin Solutions Cayman ordinary shares and 200,000 Penguin Solutions Cayman convertible preferred shares were issued and outstanding.

The following diagrams depict our organizational structure before and after the Transaction:

LOGO

We use the terms “Penguin Solutions group of companies,” “we,” “our company,” “the company,” “the Company,” “our” and “us” in this proxy statement to refer to Penguin Solutions Cayman and its subsidiaries, prior to the Transaction, and to refer to Penguin Solutions Delaware and its subsidiaries, after the Transaction.

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION

The following questions and answers are intended to address briefly some commonly asked questions regarding the Transaction and the Scheme Meeting. These questions and answers highlight only some of the information contained in this proxy statement. They may not contain all the information that is important to you. To understand the Transaction, meeting proposal and voting procedures more fully, and for a more complete legal description of the Transaction, you should read carefully the entire proxy statement, including the annexes. The Scheme of Arrangement, substantially in the form attached as Annex B to this proxy statement, is the legal document that governs the Transaction. The amended and restated certificate of incorporation of Penguin Solutions Delaware, substantially in the form attached to this proxy statement as Annex D and the amended and restated bylaws of Penguin Solutions Delaware, substantially in the form attached to this proxy statement as Annex F will govern Penguin Solutions Delaware after the completion of the Scheme of Arrangement. The certificate of designation in substantially the form attached hereto as Annex E will also govern the Penguin Solutions Delaware convertible preferred stock after the completion of the Scheme of Arrangement.

1. Q:

Why am I receiving this document?

Holders of Penguin Solutions Cayman shares as of the Voting Record Time are being solicited by the Penguin Solutions Cayman Board to approve certain actions relating to the proposed Transaction which, once effective, will result in a change in the ultimate parent company of the Penguin Solutions group of companies from Penguin Solutions Cayman to Penguin Solutions Delaware as set out in more detail in this proxy statement. Pursuant to the Scheme of Arrangement, ordinary shares and convertible preferred shares of Penguin Solutions Cayman will be transferred to Penguin Solutions Delaware, which will issue one share of common stock of Penguin Solutions Delaware to the holders of Penguin Solutions Cayman ordinary shares as of the Scheme Record Time for each ordinary share that has been transferred, and one share of convertible preferred stock of Penguin Solutions Delaware to the holders of Penguin Solutions Cayman convertible preferred shares as of the Scheme Record Time for each convertible preferred share that has been transferred.

2. Q:

What am I being asked to vote on at the Scheme Meeting?

The Scheme of Arrangement requires holders of Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares as of the Voting Record Time to vote on certain matters at the Scheme Meeting. This document contains information to assist you in making your voting decisions at the Scheme Meeting in relation to the meeting proposal.

It is important that at the Scheme Meeting as many votes as possible are cast so that the Cayman Court may be satisfied that there is a fair representation of the opinions of the Penguin Solutions Cayman shareholders.

At the Scheme Meeting, Penguin Solutions Cayman shareholders as of the Voting Record Time are being asked to vote on a proposal to approve the Scheme of Arrangement attached as Annex B to this proxy statement (the “Scheme of Arrangement Proposal”) which, if effective and upon the Completion Date, will result in the exchange of your Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares, as applicable, for an equal number of shares of Penguin Solutions Delaware common stock and Penguin Solutions Delaware convertible preferred stock, respectively, and Penguin Solutions Delaware will become the ultimate parent company of the Penguin Solutions group of companies.

The proposal contemplated by this proxy statement, the Scheme of Arrangement Proposal, is sometimes referred to herein as the “meeting proposal.”

Please see “The Scheme of Arrangement Proposal.”

3. Q:

Why is Penguin Solutions proposing the Transaction?

A:	We have been incorporated in the Cayman Islands since 2011. While our incorporation in the Cayman Islands has served us and our shareholders well, there are compelling reasons that support redomiciling the parent company of the Penguin Solutions group of companies to the United States at this time.

We are a multi-national business with operations in many countries. However, our operations have become more focused in the United States, both through organic growth and as a result of acquisitions of U.S.-based companies, and we expect to continue to invest in our operations in the United States, particularly in the areas of high-performance computing (HPC) and artificial intelligence (AI) infrastructure. Through our existing operating subsidiaries and our listing on Nasdaq, we already have a substantial presence in the United States. It is important to note that our corporate headquarters, our executive management team, a majority of our operating assets, including significant intellectual property, and a substantial portion of our employee base are also in the United States. As a result, we believe that having our parent company based in the United States would streamline our corporate structure, resulting in administrative efficiencies and reduced regulatory compliance costs, and align the legal framework governing the Penguin Solutions group of companies with our operational footprint, which we believe will enhance clarity for our customers and business partners. In addition, the incremental tax cost of being a U.S.-based multi-national corporation has decreased materially as a result of U.S. corporate tax reform, which will also allow us to tax-efficiently deploy our capital in the United States.

Following a thorough review, we have determined that having our ultimate parent company incorporated in the United States will increase our opportunities for growth and is best for us, our shareholders and our employees. After considering various factors, our board of directors determined that it was advisable to proceed with the Transaction. Our board of directors’ determination that Delaware is the preferred jurisdiction of incorporation of the parent of the Penguin Solutions group of companies was based on many factors, including the following:

•

Delaware offers predictable and well-established corporate laws;

•

Delaware has a well-developed legal system which we believe encourages high standards of corporate governance and provides stockholders with substantial rights;

•

corporations domiciled in Delaware are perceived more favorably among regulatory authorities, investors and creditors than corporations domiciled in many other jurisdictions; and

•

Delaware corporate law provides significant flexibility around corporate transactions, including the issuance of equity and the payment of dividends, while at the same time protecting the rights of stockholders.

Please see “The Scheme of Arrangement Proposal—Background and Reasons for the Transaction” for more information.

We cannot assure you that the anticipated benefits of the Transaction will be realized. In addition, despite the potential benefits described above, the Transaction will expose you and us to potential risks, including relating to future income tax policy in the United States. Please see the discussion under “Risk Factors.”

Our board of directors has considered both the potential advantages of the Transaction and these potential risks and has unanimously approved the Scheme of Arrangement and recommends that shareholders vote for the approval of the Scheme of Arrangement Proposal.

4. Q:

How does the Penguin Solutions Cayman Board recommend that I vote?

A:	Our board of directors unanimously recommends that our shareholders vote “FOR” the Scheme of Arrangement Proposal.

5. Q:

Who can vote at the Scheme Meeting?

All persons who are registered holders of Penguin Solutions Cayman ordinary shares and registered holders of Penguin Solutions Cayman convertible preferred shares as of 1:15 p.m. (Pacific Time) on April 25, 2025 (the “Voting Record Time”) are shareholders for the purposes of voting at the Scheme Meeting and will be entitled to attend and vote, in person (including via live webcast) or by proxy, at the Scheme Meeting and any adjournments thereof.

Shareholder of Record: Shares Registered in Your Name

If, at the Voting Record Time, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a shareholder of record. As a shareholder of record, you may vote during the Scheme Meeting or vote by proxy. Whether or not you plan to attend the Scheme Meeting, we urge you to vote by proxy over the telephone or on the internet as instructed below (see “How do I vote?”) or complete, date, sign, and return the enclosed proxy card to ensure your vote is counted.

Appointment of a proxy does not preclude you from attending the Scheme Meeting and voting in person (including via live webcast). Attending the Scheme Meeting in person (including via live webcast) will not in and of itself revoke a previously submitted proxy card. However, any votes cast by you or your proxy at the Scheme Meeting will revoke a previously submitted proxy card for the Scheme Meeting.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank, or Other Nominee

If, at the Voting Record Time, your shares were held not in your name but in an account at a brokerage firm, bank, dealer, or other similar organization (which we generally refer to as “brokers” or “nominees”), then you are the beneficial owner of shares held in “street name” and a voting instruction form will be forwarded to you by the organization that holds your account. The organization holding your account is considered to be the shareholder of record for the purposes of voting at the Scheme Meeting. As a beneficial owner, you have the right to direct your broker or nominee regarding how to vote the shares in your account.

IN ORDER FOR YOUR PENGUIN SOLUTIONS CAYMAN SHARES TO BE VOTED, YOUR BROKER OR NOMINEE MUST RECEIVE YOUR VOTING INSTRUCTION FORM BY 8:59 P.M. (PACIFIC TIME), ON JUNE 15, 2025. PLEASE NOTE THAT HOLDERS OF PENGUIN SOLUTIONS CAYMAN SHARES THROUGH A BROKER OR NOMINEE ARE REQUIRED TO SUBMIT VOTING INSTRUCTIONS TO THEIR APPLICABLE BROKER OR NOMINEE PRIOR TO THE DEADLINE APPLICABLE FOR THE SUBMISSION OF PROXY CARDS BY PENGUIN SOLUTIONS CAYMAN SHAREHOLDERS AND SUCH HOLDERS SHOULD FOLLOW ANY SEPARATE INSTRUCTIONS THAT ARE PROVIDED BY THEIR APPLICABLE BROKER OR NOMINEE. YOU SHOULD CONTACT YOUR BROKER OR NOMINEE DIRECTLY FOR MORE INFORMATION ON THESE PROCEDURES.

If you hold your shares in “street name”, you may not attend the Scheme Meeting or vote your shares at the Scheme Meeting unless you obtain an “instrument of proxy” or “legal proxy” from your broker or nominee that holds your Penguin Solutions Cayman ordinary shares. If you plan to attend in person and vote your “street name” shares at the Scheme Meeting, you should request such an “instrument of proxy” or “legal proxy” from your broker, bank, or other holder of record and bring it with you to the Scheme Meeting along with proof of identification. If you plan to attend the Scheme Meeting online via live webcast and vote your “street name” shares at the Scheme Meeting, you must use the control number found on your voting instruction form sent in respect of the Scheme Meeting in order to obtain a “legal proxy” and access the Scheme Meeting.

6. Q:

Why is a Scheme Meeting being held for Penguin Solutions Cayman shareholders?

The sole purpose of the Scheme Meeting is to seek approval of the shareholders as of the Voting Record Time of the Scheme of Arrangement in accordance with applicable Cayman Islands law prior to Penguin Solutions Cayman seeking sanction of the Scheme of Arrangement from the Cayman Court. The Scheme Meeting has been convened at 10:00 a.m. (Pacific Time) on June 16, 2025 pursuant to an Order of the Cayman Court granted on April 29, 2025. Notice of the Scheme Meeting is set out at Annex A to this proxy statement.

Please see “The Scheme Meeting—Proxies” and “The Scheme Meeting—How You Can Vote.”

7. Q:

Why is the approval of the Cayman Court required?

The Scheme of Arrangement is a formal procedure under the Cayman Companies Act which is commonly used to carry out corporate reorganizations involving Cayman Islands companies. Under the Cayman Companies Act, the Scheme of Arrangement requires the approval of both the shareholders as of the Voting Record Time at the Scheme Meeting and also the sanction of the Cayman Court.

In determining whether to exercise its discretion to sanction the Scheme of Arrangement, the Cayman Court will determine, amongst other things, whether the Scheme of Arrangement is fair to the shareholders.

If the relevant approvals are obtained, all Penguin Solutions Cayman shareholders will be bound by the terms of the Scheme of Arrangement when it becomes effective, regardless of whether or how they voted (including any Penguin Solutions Cayman shareholder who did not vote to approve the Scheme of Arrangement Proposal or who voted against the Scheme of Arrangement Proposal) thereby providing certainty and equality of treatment for Penguin Solutions Cayman shareholders. The implementation of the Scheme of Arrangement must satisfy certain legal requirements for the protection of Penguin Solutions Cayman shareholders and creditors and therefore requires the approval of the Cayman Court.

8. Q:

Am I required to vote at the Scheme Meeting?

It is important that as many shareholders as of the Voting Record Time as possible cast their votes at the Scheme Meeting. In particular, it is important that as many votes as possible are cast at the Scheme Meeting so as to demonstrate to the Cayman Court that there is a fair representation of shareholders as of the Voting Record Time.

The Penguin Solutions Cayman Board believes that the Transaction is advisable and urges you to read this proxy statement carefully and, if eligible, to vote in favor of the Scheme of Arrangement Proposal.

9. Q:

How do I vote if I am a registered shareholder?

Whether or not you plan to attend the Scheme Meeting in person (including via live webcast), we urge you to vote your Penguin Solutions Cayman shares by way of proxy. All Penguin Solutions Cayman shares represented by valid proxy cards that we receive through this solicitation and that are not revoked will be voted in accordance with your instructions as noted on your proxy card.

We have enclosed a proxy card in respect of the Scheme Meeting. By submitting your proxy card, you are legally authorizing another person to vote your Penguin Solutions Cayman shares by proxy in accordance with your instructions. You may appoint the chairperson of the Scheme Meeting or any other person as your proxy and it is not a requirement that this person be a current shareholder of Penguin Solutions Cayman. The enclosed proxy card designates Mark Adams (who will act as chairperson of the Scheme Meeting) and Nate Olmstead, or either of them, to vote your Penguin Solutions Cayman shares in accordance with the voting instructions you indicate in your proxy card at the Scheme Meeting.

In addition, if any other matters (other than the Scheme of Arrangement Proposal contained in this proxy statement) properly come before the Scheme Meeting or any adjournments thereof, the persons named in the proxy card will have the authority to vote your Penguin Solutions Cayman shares on those matters in their discretion. The Penguin Solutions Cayman Board currently does not know of any matters to be raised at the Scheme Meeting other than the Scheme of Arrangement Proposal.

You may submit your proxy card by mail. In order for your proxy card to be validly submitted and for your Penguin Solutions Cayman shares to be voted at the Scheme Meeting in accordance with your proxy card, Broadridge must receive your proxy card by mail as promptly as possible at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, not later than 8:59 p.m. (Pacific Time) on June 15, 2025.

To vote via Internet before the Scheme Meeting, go to www.ProxyVote.com or scan the QR barcode on your proxy card. Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 8:59 p.m. Pacific Time on June 15, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

To vote via telephone before the Scheme Meeting, dial toll-free 1-800-690-6903 using any touch-tone telephone to transmit your voting instructions. Vote by 8:59 p.m. Pacific Time on June 15, 2025. Have your proxy card in hand when you call and then follow the instructions.

To vote via Internet during the Scheme Meeting, go to www.virtualshareholdermeeting.com/PENG2025SM. You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow on your proxy card available and follow the instructions.

If you are a registered shareholder, you must vote all of your Penguin Solutions Cayman shares either “FOR” or “AGAINST” the Scheme of Arrangement Proposal and may not split your vote.

At the Scheme Meeting, you may specify whether your Penguin Solutions Cayman shares should be voted for or against the Scheme of Arrangement Proposal.

If you do not specify on the proxy card that is submitted how you want to vote your Penguin Solutions Cayman shares, your Penguin Solutions Cayman shares will be voted in accordance with the Penguin Solutions Cayman Board’s unanimous recommendation as described above such that any unspecified Penguin Solutions Cayman shares will be voted “FOR” the Scheme of Arrangement Proposal as set forth in this proxy statement. If any other matter is properly presented at the Scheme Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using their best judgment.

Please see “The Scheme Meeting—Proxies” and “The Scheme Meeting—How You Can Vote.”

10. Q:

How can I vote if I hold my shares in “street name”?

For shareholders who hold their shares in “street name” beneficially through a broker or nominee, we have enclosed a voting instruction form for the Scheme Meeting. By submitting your voting instruction form, you are instructing your broker or nominee to vote your Penguin Solutions Cayman ordinary shares in accordance with your instructions.

Under Nasdaq rules, brokers and nominees who hold Penguin Solutions Cayman ordinary shares on behalf of customers will not have the authority to vote without direction on the Scheme of Arrangement Proposal. If you hold your Penguin Solutions Cayman ordinary shares through a broker or nominee and you do not instruct your broker or nominee on how to vote your Penguin Solutions Cayman ordinary shares prior to the Scheme Meeting, your broker or nominee, or the depository through which your broker holds your shares, will not be able to vote your Penguin Solutions Cayman ordinary shares at the

Scheme Meeting or affect the outcome of the vote, which is based on shares present and voting. Under Nasdaq rules, brokers and nominees who hold shares on behalf of customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners, but are precluded from exercising their voting discretion with respect to proposals for “non-routine” matters. We believe that the Scheme of Arrangement Proposal is a proposal for a non-routine matter. As a result, there may be broker “non-votes” with respect to the Scheme of Arrangement Proposal.

You may submit your voting instruction form by mail or by following the internet or touch-tone voting instructions on the voting instruction form. In order for your voting instructions form to be validly submitted and for your Penguin Solutions Cayman ordinary shares to be voted at the Scheme Meeting in accordance with your voting instruction form, your broker or nominee must receive your voting instruction form as promptly as possible and not later than 8:59 p.m. (Pacific Time) on June 15, 2025. Please note that holders of Penguin Solutions Cayman ordinary shares through brokers or nominees are required to submit their voting instruction form to their applicable broker or nominee prior to the deadline applicable to registered holders of Penguin Solutions Cayman ordinary shares and such holders should follow any separate instructions that are provided by their applicable broker or nominee. You should contact your broker or nominee directly for more information on these procedures.

If you hold Penguin Solutions Cayman ordinary shares through a broker or nominee, we recommend that you contact your broker or nominee directly for more information on the procedures by which your Penguin Solutions Cayman ordinary shares can be voted. Your broker or nominee will not be able to vote your Penguin Solutions Cayman ordinary shares unless it receives appropriate instructions from you.

If you hold your shares in “street name”, you may not attend the Scheme Meeting or vote your Penguin Solutions Cayman ordinary shares at the Scheme Meeting unless you obtain an “instrument of proxy” or “legal proxy” from your broker or nominee that holds your Penguin Solutions Cayman ordinary shares. If you plan to attend in person and vote your “street name” shares at the Scheme Meeting, you should request such an “instrument of proxy” or “legal proxy” from your broker, bank, or other holder of record and bring it with you to the Scheme Meeting along with proof of identification. If you plan to attend the Scheme Meeting online via live webcast and vote your “street name” shares at the Scheme Meeting, you must use the control number found on your voting instruction form sent in respect of the Scheme Meeting in order to obtain a “legal proxy” and access the Scheme Meeting.

Please see “The Scheme Meeting—How You Can Vote.”

11. Q:

What will I receive for my Penguin Solutions Cayman shares?

If the Scheme of Arrangement becomes effective and is implemented, shareholders as of the Scheme Record Time, which is expected to be 1:29 p.m. (Pacific Time) on June 30, 2025 (the “Scheme Shareholders”) will receive one share of Penguin Solutions Delaware common stock for each Penguin Solutions Cayman ordinary share and one share of Penguin Solutions Delaware convertible preferred stock for each Penguin Solutions Cayman convertible preferred share, as applicable, on the Completion Date.

Please also see Annex C to this proxy statement, “Expected Timetable of Principal Events” for further information.

12. Q:

What quorum and shareholder votes of Penguin Solutions Cayman shareholders are required to approve the Scheme of Arrangement Proposal at the Scheme Meeting?

A quorum is required for the transaction of business at the Scheme Meeting. The quorum necessary at the Scheme Meeting to approve a matter pertaining to the modification of rights of shareholders will be one or more shareholders as at the Voting Record Time, present and voting in person (including via live webcast) or by proxy at the Scheme Meeting.

For purposes of determining a quorum, broker “non-votes” present in person (including via live webcast) or by proxy are counted as represented.

To be approved, the Scheme of Arrangement Proposal must receive the affirmative vote of 75% or more of the nominal value of the Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares voted at the Scheme Meeting by the shareholders as of the Voting Record Time who are entitled to vote and who are present (either in person (including via live webcast) or represented by proxy) and who vote at the Scheme Meeting. Holders of Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares will vote together on the Scheme of Arrangement Proposal at the Scheme Meeting. Broker “non-votes,” if any, will be disregarded and will have no effect on the outcome of the vote.

In accordance with the Cayman Companies Act, the “75% in value” requirement, as described above, will be met if the total value of the Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares that are voted in favor of the Scheme of Arrangement Proposal is 75% or more of the nominal value of the Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares voted at the Scheme Meeting. For voting purposes, the Penguin Solutions Cayman convertible preferred shares will not vote on an “as-converted” basis.

At the Voting Record Time, there were 52,800,546 Penguin Solutions Cayman ordinary shares and 200,000 Penguin Solutions Cayman convertible preferred shares issued and outstanding.

Please see “The Scheme Meeting—Votes of Shareholders Required for Approval” and “The Scheme Meeting —Quorum.”

13. Q:

What happens at the Sanction Hearing?

Penguin Solutions Cayman shareholders who voted at the Scheme Meeting or gave instructions to their broker or nominee to vote at the Scheme Meeting (as applicable) will have the right to attend the Sanction Hearing and to appear in person or be represented by counsel to support or oppose the sanction of the Scheme of Arrangement. If you are a shareholder who wishes to appear in person or by counsel at the Sanction Hearing and present evidence or arguments in support of or opposition to the Scheme of Arrangement, we expect that the Cayman Court will require that you give notice of your intention to do so to Penguin Solutions Cayman’s Cayman Islands legal advisers, Walkers (Cayman) LLP, at 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands, at least three days prior to the date of the Sanction Hearing. In addition, the Cayman Court has wide discretion to hear from other interested parties. Penguin Solutions Cayman will not object to the participation in the Sanction Hearing by any beneficial holder of Penguin Solutions Cayman shares who provides sufficient evidence that they hold Penguin Solutions Cayman shares through a broker or nominee, or any other person with a legitimate interest in the proceedings and all such persons will have a right to participate.

At the Sanction Hearing, the Cayman Court will conduct a hearing at which the fairness of the terms and conditions of the Scheme of Arrangement will be considered. Subject to the approval of the Scheme of Arrangement by the Penguin Solutions Cayman shareholders, the Sanction Hearing will be held at the Law Courts, George Town, Grand Cayman on June 25, 2025, before the Cayman Court.

14. Q:

When do you expect the Transaction to be consummated?

Assuming the shareholders as of the Voting Record Time approve the Scheme of Arrangement Proposal at the Scheme Meeting and the Cayman Court sanctions the Scheme of Arrangement and the other conditions to the completion of the Scheme of Arrangement Proposal are satisfied (or waived, as applicable), the Scheme of Arrangement will become effective in accordance with its terms once a copy of the Sanction Order has been delivered to the Cayman Islands Registrar of Companies.

If the Scheme of Arrangement becomes effective and is implemented, the Scheme Shareholders will receive one share of common stock of Penguin Solutions Delaware for each Penguin Solutions Cayman ordinary share and one share of convertible preferred stock of Penguin Solutions Delaware for each Penguin Solutions Cayman convertible preferred share, as applicable, on the Completion Date.

If the Scheme of Arrangement becomes effective in accordance with its terms under Cayman Islands law, it will be binding on all Penguin Solutions Cayman shareholders irrespective of whether or not they attended or voted in favor of the Scheme of Arrangement Proposal at the Scheme Meeting.

Please see “The Scheme of Arrangement Proposal—Completion Date of the Transaction” and “The Scheme of Arrangement Proposal—The Scheme of Arrangement—Amendment, Termination or Delay.”

15. Q:

What happens if the Transaction is not completed?

If the Scheme of Arrangement has not been implemented on or before December 31, 2025 (or such later date as Penguin Solutions Cayman may determine and the Cayman Court may allow), the Scheme of Arrangement will lapse by its terms and not come into effect resulting in the Transaction not being consummated.

If the Transaction is not completed, including as a result of the Penguin Solutions Cayman shareholders not approving the meeting proposal in this proxy statement or the Cayman Court not sanctioning the Scheme of Arrangement, then Penguin Solutions Cayman shareholders will not receive any Penguin Solutions Delaware stock and will remain shareholders of Penguin Solutions Cayman, Penguin Solutions Cayman ordinary shares will continue to be listed and traded on Nasdaq under the symbol “PENG” and Penguin Solutions Cayman convertible preferred shares will remain issued and outstanding.

16. Q:

Are there risks associated with the Transaction that I should consider in deciding how to vote?

Yes. There are a number of risks relating to the Transaction that are discussed in this proxy statement and in other documents incorporated herein by reference. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 23 of this proxy statement when deciding how to vote.

17. Q:

Will the Transaction affect Penguin Solutions’ future operations?

A:	The Transaction will have no material impact on how we conduct our day-to-day operations.

18. Q:

Will the Transaction dilute my economic interest?

No, your relative economic ownership in Penguin Solutions will not be diluted. At the Completion Date, your ordinary shares and convertible preferred shares in Penguin Solutions Cayman will be exchanged for shares of common stock and shares of convertible preferred stock of Penguin Solutions Delaware, respectively, on a one-to-one basis.

19. Q:

Will the Transaction impact Penguin Solutions’ ability to access the capital and bank markets in the future?

A:	We do not expect that the Transaction will have any adverse effect on our ability to access the capital markets or bank credit markets. We expect that capital raising will be simpler and more efficient with a U.S. domiciled parent company.

20. Q:

What impact will the Transaction have on Penguin Solutions’ current debt arrangements?

We do not believe that the Transaction will have any material effect on our Credit Agreement (as defined below) or our Convertible Notes (as defined below). In connection with the Transaction, we expect that Penguin Solutions Cayman and its subsidiaries may enter into an amendment to the Credit Agreement to provide for certain technical changes to facilitate the consummation of the Transaction under the terms of the Credit Agreement. We also expect to enter into amendments to the indentures

governing our Convertible Notes in connection with the Transaction to, among other things, permit the consummation of the Transaction under the terms of the Convertible Notes and provide for the issuance of Penguin Solutions Delaware common stock rather than Penguin Solutions Cayman ordinary shares upon conversion of our Convertible Notes.

21. Q:

Will I be able to trade my Penguin Solutions Cayman ordinary shares during the time between the date of this proxy statement and the Completion Date?

Yes. You will be able to trade your Penguin Solutions Cayman ordinary shares during the time between the date of this proxy statement and the last business day prior to the Completion Date. The Completion Date is expected to be at or around 1:30 p.m. on June 30, 2025. Penguin Solutions Cayman ordinary shares will continue to trade on Nasdaq under the symbol “PENG” during this period.

22. Q:

How will the Transaction affect the stock exchange listing of Penguin Solutions Cayman ordinary shares?

There should be no disruption in the trading of Penguin Solutions Cayman ordinary shares. We will submit a notification form with Nasdaq and expect that, following the consummation of the Transaction, the Penguin Solutions Delaware common stock will be listed on Nasdaq under the symbol “PENG,” the same symbol under which the Penguin Solutions Cayman ordinary shares are currently listed.

There is currently no established public trading market for the Penguin Solutions Cayman convertible preferred shares. We will not seek to list the Penguin Solutions Delaware convertible preferred stock in connection with the Transaction.

23. Q:

How will the Transaction affect Penguin Solutions’ financial reporting and the information Penguin Solutions provides to its shareholders?

Upon completion of the Transaction, Penguin Solutions Delaware will remain subject to the same reporting requirements of the SEC, the mandates of the Sarbanes-Oxley Act and the applicable corporate governance rules of Nasdaq as Penguin Solutions Cayman before the Transaction, and Penguin Solutions Delaware will report our consolidated financial results in U.S. dollars and in accordance with U.S. GAAP. Penguin Solutions Delaware will file reports on Form 10-K, 10-Q and 8-K with the SEC and comply with the proxy rules applicable to domestic issuers, as Penguin Solutions Cayman currently does.

Assuming completion of the Transaction, Penguin Solutions Cayman will no longer be subject to the reporting requirements of the SEC and as such, Penguin Solutions Cayman will no longer file reports on Form 10-K, 10-Q and 8-K and will no longer be subject to the proxy rules.

24. Q:

What is Penguin Solutions Delaware?

Penguin Solutions, Inc., which we refer to as “Penguin Solutions Delaware,” is a newly formed Delaware corporation. If the Scheme of Arrangement is consummated, Penguin Solutions Delaware will become the ultimate parent company of the Penguin Solutions group of companies. Prior to the Transaction, Penguin Solutions Delaware will not engage in any business or other activities other than in connection with the Transaction and its organizational activities.

25. Q:

What are the material U.S. federal income tax consequences of the Transaction to holders of Penguin Solutions Cayman ordinary shares?

It is intended that holders of Penguin Solutions Cayman ordinary shares will not recognize gain or loss for U.S. federal income tax purposes in the Transaction but the consummation of the Transaction is not conditioned upon the receipt of any opinion or tax ruling from the U.S. Internal Revenue Service to that effect. Please see “Material Tax Considerations Relating to the Transaction to Holders of Penguin Solutions Cayman Ordinary Shares” for a description of the material U.S. federal income tax consequences of the Transaction to Penguin Solutions Cayman ordinary shareholders. Determining the

actual tax consequences of the Transaction to you may be complex and will depend on your specific situation. You should consult your tax advisor for a full understanding of the tax consequences of the Transaction to you.

26. Q:

How will stock of Penguin Solutions Delaware differ from Penguin Solutions Cayman shares?

Penguin Solutions Delaware common stock and Penguin Solutions Delaware convertible preferred stock will be similar to Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares, respectively. However, there are differences between what your rights as a stockholder will be under Delaware law and what they currently are as a shareholder under Cayman Islands law. In addition, there are differences between the organizational documents of Penguin Solutions Cayman and Penguin Solutions Delaware. We discuss these differences in detail under “Description of Penguin Solutions Delaware Capital Stock” and “Comparison of Rights of Cayman Islands Shareholders and Delaware Stockholders.” Penguin Solutions Delaware’s amended and restated certificate of incorporation and amended and restated bylaws in the form substantially as they will be in effect upon consummation of the Transaction are attached as Annex D and Annex F, respectively, to this proxy statement. The certificate of designation that will govern the Penguin Solutions Delaware convertible preferred stock, in the form substantially as will be in effect upon consummation of the transaction, is attached as Annex E to this proxy statement.

27. Q:

Am I entitled to appraisal or dissenters’ rights in the Transaction?

No. Holders of Penguin Solutions Cayman shares who voted at the Scheme Meeting or gave instructions to their broker or nominee to vote at the Scheme Meeting (as applicable) may attend and raise objections at the Sanction Hearing, where the Cayman Court will consider, amongst other things, whether to sanction the Scheme of Arrangement. Holders of Penguin Solutions Cayman shares may file an objection with the Cayman Court against the sanctioning of the Scheme of Arrangement, but no appraisal or dissenting rights are available to such holders relating to the value of their Penguin Solutions Cayman shares or payment for them in connection with the Transaction.

28. Q:

Who will be the directors of Penguin Solutions Delaware following consummation of the Transaction?

A:	All of the members of the Penguin Solutions Cayman Board prior to the Completion Date will become members of the board of directors of Penguin Solutions Delaware as of immediately following the Completion Date (the “Penguin Solutions Delaware Board”).

29. Q:

If the Scheme of Arrangement is approved and consummated, do I have to take any action to participate in the Scheme of Arrangement?

No. Upon the Completion Date, each of the Scheme Shareholders’ Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares will be exchanged for shares of common stock of Penguin Solutions Delaware and shares of convertible preferred stock of Penguin Solutions Delaware, respectively, without any action required on your part. The Penguin Solutions Delaware stock will be issued in uncertificated book-entry form. Penguin Solutions Cayman book-entry shares held by Penguin Solutions Cayman shareholders as of the Scheme Record Time will be transferred to Penguin Solutions Delaware in the Scheme of Arrangement, and following the Transaction, the holders thereof will cease to have any rights with respect to such Penguin Solutions Cayman shares except the right to receive a corresponding number of uncertificated book-entry shares of the applicable class of Penguin Solutions Delaware. Penguin Solutions Cayman book-entry shares, including Penguin Solutions Cayman ordinary shares held in “street name” through a bank, broker, custodian or other nominee, will be automatically exchanged for uncertificated book-entry shares of the applicable class of Penguin Solutions Delaware without any action required on the part of the beneficial holder of such shares. Please see “The Scheme of Arrangement Proposal—Action Required to Transfer Penguin Solutions Cayman Shares and Receive Penguin Solutions Delaware Stock.”

30. Q:

May I revoke my proxy?

A:	Yes. You can revoke your proxy at any time before the final vote at the Scheme Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

•

You may submit another properly completed proxy card with a later date.

•

You may grant a subsequent proxy by telephone or through the internet.

•

You may send a timely written notice to our Secretary that you are revoking your proxy.

•

You may attend and vote during the Scheme Meeting. Simply attending the Scheme Meeting will not, by itself, revoke your proxy.

Your most current proxy card or telephone or internet proxy is the one that will be counted, so long as it is provided within the applicable deadline. If your shares are held by your broker, bank, or other nominee, you should follow the instructions provided by your broker, bank, or other nominee to change your vote or revoke your voting instruction form.

31. Q:

How do I attend the Scheme Meeting?

A:	The Scheme Meeting will be held on June 16, 2025 and will commence at 10:00 a.m. (Pacific Time). The Scheme Meeting will be held at the offices of Latham & Watkins LLP, located at 140 Scott Drive, Menlo Park, California, 94025 and will additionally be broadcast via live webcast.

We have designed the live webcast to provide the same rights and opportunities to participate as shareholders would have at an in-person meeting, including the right to vote and ask questions during the meeting through the virtual meeting platform. To attend the Scheme Meeting, shareholders as of the Voting Record Time should go to www.virtualshareholdermeeting.com/PENG2025SM. To participate in the Scheme Meeting, you will need the 16-digit control number included on your proxy card or on your voting instruction form. Online access to the live webcast will begin at approximately 9:45 a.m. (Pacific Time) to allow time for participant log-in. We encourage shareholders as of the Voting Record Time to access the Scheme Meeting in advance of the designated start time. If you encounter any difficulties accessing the meeting, please call the technical support number that will be posted on the virtual meeting log-in page.

32. Q:

Who is making and paying for this proxy solicitation?

This proxy is being solicited on behalf of the Penguin Solutions Cayman Board. We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, members of our board of directors and our employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We have engaged MacKenzie Partners, Inc. (“MacKenzie”) as the proxy solicitor for the Scheme Meeting for an approximate fee of $17,500 plus fees for additional services, if needed, and reimbursement of out-of-pocket expenses. MacKenzie will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. We may also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.

33. Q:

Whom should I call if I have questions about the Scheme Meeting or the Scheme of Arrangement Proposal in this proxy statement?

A:	If you have read this document and still have questions, please contact our proxy solicitor:

MacKenzie Partners, Inc.

7 Penn Plaza, Suite 503

New York, NY 10001

Phone: +1 (212) 929-5500

Toll-Free: +1 (800) 322-2885

E-mail: proxy@mackenziepartners.com

Please note that MacKenzie (as our proxy solicitor) will only be able to provide practical information and will not provide advice on the merits of the meeting proposal or give any financial, legal or tax advice. For financial, legal or tax advice, you will need to consult your own independent advisers.

SUMMARY

This summary highlights selected information from this proxy statement. It does not contain all of the information that is important to you. To understand the Transaction, meeting proposal and voting procedures more fully, and for a more complete legal description of the Transaction, you should read carefully the entire proxy statement, including the annexes. The Scheme of Arrangement, substantially in the form attached as Annex B to this proxy statement, is the legal document that governs the Transaction. The amended and restated certificate of incorporation of Penguin Solutions Delaware, substantially in the form attached to this proxy statement as Annex D, and the amended and restated bylaws of Penguin Solutions Delaware, substantially in the form attached to this proxy statement as Annex F, will govern Penguin Solutions Delaware after the completion of the Scheme of Arrangement. The certificate of designation in substantially the form attached hereto as Annex E will also govern the Penguin Solutions Delaware convertible preferred stock after the completion of the Scheme of Arrangement.

The Scheme of Arrangement Proposal

Parties to the Transaction

Penguin Solutions Cayman. Penguin Solutions Cayman is the parent company of the Penguin Solutions group of companies, which designs, builds, deploys and manages high-performance, high-availability enterprise solutions. The registered office of Penguin Solutions Cayman is located at Walkers Corporate Limited, 190 Elgin Avenue, George Town, Cayman Islands, KY1-9008.

Penguin Solutions Delaware. Penguin Solutions Delaware is a newly formed Delaware corporation and is currently a direct, wholly-owned subsidiary of Penguin Solutions Cayman. Penguin Solutions Delaware has only nominal assets and capitalization and has not engaged in any business or other activities other than in connection with its formation and the Transaction. Immediately following the Transaction, Penguin Solutions Delaware will become the ultimate parent company of the Penguin Solutions group of companies.

The principal offices of Penguin Solutions Cayman and Penguin Solutions Delaware are located at 1390 McCarthy Boulevard, Milpitas, CA 95035 and the telephone number at that address is (510) 623-1231.

The Scheme of Arrangement

Court Sanction of the Scheme of Arrangement

Pursuant to Section 86 Cayman Companies Act, we cannot complete the Scheme of Arrangement without the sanction of the Cayman Court. If the Penguin Solutions Cayman shareholders as at the Voting Record Time approve the Scheme of Arrangement Proposal and the other conditions to the Scheme of Arrangement have been satisfied or waived, we will seek the Cayman Court’s sanction of the Scheme of Arrangement Proposal at the Sanction Hearing, further details of which will be advertised by Penguin Solutions Cayman in The Wall Street Journal and a Cayman Islands newspaper in accordance with the Cayman Court Order.

Assuming that the Scheme Meeting is conducted and that the Penguin Solutions Cayman shareholders as of the Voting Record Time vote to approve the Scheme of Arrangement Proposal, we are not aware of any reason why the Cayman Court would not sanction the Scheme of Arrangement. Nevertheless, the Cayman Court’s sanction is a matter for its discretion and there can be no assurance if or when such sanction will be obtained.

If the Scheme of Arrangement is sanctioned by the Cayman Court, we intend to deliver the Sanction Order to the Cayman Islands Registrar of Companies. Delivery of the Sanction Order to the Cayman Islands Registrar of Companies will cause the Scheme of Arrangement to become effective in accordance with its terms.

Background and Reasons for the Transaction

We have been incorporated in the Cayman Islands since 2011. While our incorporation in the Cayman Islands has served us and our shareholders well, there are compelling reasons that support redomiciling our corporate group by causing the parent company of the Penguin Solutions group of companies to be an entity organized in the United States at this time.

We are a multi-national organization with operations in many countries. However, our business and our operations have become more focused in the United States, both through organic growth and as a result of multiple acquisitions of U.S.-based companies, and we expect to continue to invest in our operations in the United States, particularly in the areas of high-performance computing (HPC) and AI infrastructure. Through our existing subsidiaries and our listing on Nasdaq, we already have a substantial presence in the United States. It is important to note that our corporate headquarters, our executive management team, a majority of our operating assets, including significant intellectual property, and a substantial portion of our employee base are also in the United States. As a result, we believe that having our parent company based in the United States would streamline our corporate structure, resulting in administrative efficiencies and reduced regulatory compliance costs, and align the legal framework governing the Penguin Solutions group of companies with our operational footprint, which we believe will enhance clarity for our customers and business partners. In addition, the incremental tax cost of being a U.S.-based multi-national corporation has decreased materially as a result of U.S. corporate tax reform, which will also allow us to tax-efficiently deploy our capital in the United States.

•

Delaware offers predictable and well-established corporate laws;

•

Delaware has a well-developed legal system which we believe encourages high standards of corporate governance and provides stockholders with substantial rights;

•

corporations domiciled in Delaware are perceived more favorably among regulatory authorities, investors and creditors than corporations domiciled in many other jurisdictions; and

•

Our board of directors has considered both the potential advantages of the Transaction and these potential risks and has unanimously approved the Scheme of Arrangement and recommended that shareholders vote for the approval of the Scheme of Arrangement.

Credit Agreement and Convertible Notes

In connection with the Transaction, we expect that Penguin Solutions Cayman and its subsidiaries may enter into an amendment to the Credit Agreement (as defined herein) to provide for certain technical changes to

facilitate the consummation of the Transaction under the terms of the Credit Agreement. We also expect to enter into amendments to the indentures governing our Convertible Notes in connection with the Transaction to, among other things, permit the consummation of the Transaction under the terms of the Convertible Notes and provide for the issuance of Penguin Solutions Delaware common stock rather than Penguin Solutions Cayman ordinary shares upon conversion of the Convertible Notes.

Our Credit Agreement, the debt issued thereunder and our Convertible Notes will remain outstanding, and Penguin Solutions Cayman and Smart Modular Technologies, Inc. (“SMT”) will continue to be the co-borrowers under the Credit Agreement and Penguin Solutions Cayman will continue to be the issuer of our Convertible Notes.

No Appraisal Rights

Under Cayman Islands law, none of the holders of the Penguin Solutions Cayman shares have any right to an appraisal of the value of their shares or payment for them in connection with the Transaction.

Accounting Treatment of the Transaction

Under U.S. GAAP, the Transaction represents a transaction between entities under common control. Assets and liabilities transferred between entities under common control are accounted for at cost. Accordingly, the assets and liabilities of Penguin Solutions Delaware will be reflected at their historical carrying amounts of Penguin Solutions Cayman at the Completion Date.

Stock Exchange Listing

We intend to make application so that, immediately following the Completion Date, the Penguin Solutions Delaware common stock (for which there is currently no established public trading market) will be listed on Nasdaq under the symbol “PENG,” the same symbol under which the Penguin Solutions Cayman ordinary shares are currently listed. We do not currently intend to list the Penguin Solutions Delaware common stock on any other stock exchange. We do not currently intend to list the Penguin Solutions Delaware convertible preferred stock on any stock exchange.

Required Vote

Holders of Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares will vote together on the Scheme of Arrangement Proposal.

As of the Voting Record Time, there were 52,800,546 ordinary shares and 200,000 convertible preferred shares of Penguin Solutions Cayman outstanding, and we had 39 shareholders of record.

Board Recommendation

The Penguin Solutions Cayman Board has unanimously approved and recommends that you vote “FOR” the Scheme of Arrangement Proposal at the Scheme Meeting.

Material Tax Considerations Relating to the Transaction to Holders of Penguin Solutions Cayman Ordinary Shares

U.S. Federal Income Tax Considerations

Cayman Tax Considerations

Any gains derived from the disposal of the Penguin Solutions Cayman ordinary shares pursuant to the Scheme of Arrangement will not be subject to Cayman Islands income or corporate tax. The Cayman Islands currently has no income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax.

No stamp duty is payable in respect of the transfer of Penguin Solutions Cayman ordinary shares pursuant to the Scheme of Arrangement. An instrument of transfer in respect of a Penguin Solutions Cayman ordinary share is stampable if executed in or brought into the Cayman Islands.

Comparison of Rights of Cayman Islands Shareholders and Delaware Stockholders

Many of the principal attributes of Penguin Solutions Cayman’s ordinary shares and convertible preferred shares and Penguin Solutions Delaware’s shares of common stock and shares of convertible preferred stock will be similar. However, there are differences between what your rights will be under Delaware law and what they currently are under Cayman Islands law. In addition, there are differences between Penguin Solutions Cayman’s articles of association and Penguin Solutions Delaware’s amended and restated certificate of incorporation and amended and restated bylaws as they will be in effect upon the completion of the Scheme of Arrangement.

We discuss these differences under “Description of Penguin Solutions Delaware Capital Stock” and “Comparison of Rights of Cayman Islands Shareholders and Delaware Stockholders.” Penguin Solutions Delaware’s amended and restated certificate of incorporation and amended and restated bylaws, in the form substantially as they will be in effect upon completion of the Scheme of Arrangement, are attached as Annex D and Annex F, respectively, to this proxy statement. The certificate of designation in substantially the form attached hereto as Annex E will also govern shares of Penguin Solutions Delaware convertible preferred stock after the completion of the Scheme of Arrangement.

Unaudited Summary Pro Forma Financial Information

The Scheme Meeting

Time, Place, Date and Purpose of the Scheme Meeting

The Scheme Meeting is scheduled to be held at the offices of Latham & Watkins LLP, located at 140 Scott Drive, Menlo Park, California, 94025, at 10:00 a.m. (Pacific Time) on June 16, 2025 pursuant to an Order of the Cayman Court granted on April 29, 2025. Notice of the Scheme Meeting is set out at Annex A to this proxy statement.

At the Scheme Meeting, the Penguin Solutions Cayman Board intends to ask the holders of Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares as of the Voting Record Time to vote on the Scheme of Arrangement Proposal. If the Scheme of Arrangement is approved and becomes effective, the terms of the Scheme of Arrangement will be implemented on the Completion Date, pursuant to which holders of Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares (as applicable) at the Scheme Record Time will transfer their shares to Penguin Solutions Delaware and will receive one new share of common stock of Penguin Solutions Delaware for each Penguin Solutions Cayman ordinary share that has been transferred, and one new share of convertible preferred stock of Penguin Solutions Delaware for each Penguin Solutions Cayman convertible preferred share that has been transferred.

Voting Record Time; Voting Rights

Penguin Solutions Cayman has set 1:15 p.m. (Pacific Time) on April 25, 2025 as Voting Record Time for the Scheme Meeting. This means that only those persons who were holders of Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares at 1:15 p.m. (Pacific Time) on April 25, 2025 will be entitled to attend and vote at the Scheme Meeting and any adjournments thereof.

Quorum

A quorum is required for the transaction of business at the Scheme Meeting. The quorum necessary at the Scheme Meeting to approve a matter pertaining to the modification of rights of shareholders will be one or more shareholders as at the Voting Record Time, present (including via live webcast) and voting in person (or represented by proxy) at the Scheme Meeting.

Votes of Shareholders Required for Approval

To be approved, the Scheme of Arrangement Proposal must receive the affirmative vote of 75% or more of the nominal value of the Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares voted at the Scheme Meeting by the shareholders as of the Voting Record Time who are entitled to vote and who are present (either in person (including via live webcast) or represented by proxy) and who vote at the Scheme Meeting. Holders of Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares will vote together on the Scheme of Arrangement Proposal. Broker “non-votes,” if any, will be disregarded and will have no effect on the outcome of the vote.

Effect of Shares Not Voted

If you hold your Penguin Solutions Cayman shares through a broker or nominee and you do not instruct your broker or nominee on how to vote your Penguin Solutions Cayman shares prior to the Scheme Meeting, your broker or nominee, or depository through which your broker or nominee holds our Penguin Solutions Cayman shares, will not be able to vote at the Scheme Meeting or affect the outcome of the vote, which is based on shares voting.

Proxies

A proxy card for the Scheme Meeting is being sent to each Penguin Solutions Cayman shareholder as of the Voting Record Time.

If you are a holder of Penguin Solutions Cayman shares as of the Voting Record Time, your Penguin Solutions Cayman shares will be voted in accordance with your instructions if you properly mark, date, sign and return the accompanying proxy card by mail to Broadridge at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 as promptly as possible and, in any event, by no later than 8:59 p.m. (Pacific Time) on June 15, 2025. If you have timely submitted a properly marked, dated and signed proxy card, your Penguin Solutions Cayman shares will be voted as indicated.

How You Can Vote

Registered Shareholders

If you are a registered holder of Penguin Solutions Cayman ordinary shares and/or Penguin Solutions Cayman convertible preferred shares at the Voting Record Time, you are entitled to attend and vote your Penguin Solutions Cayman shares at the Scheme Meeting (and any adjournments thereof) either by voting in person (including via live webcast) or by proxy by submitting a completed proxy card. By submitting your proxy card, you are legally authorizing another person to exercise all of your rights to attend, speak and vote your Penguin Solutions Cayman shares at the Scheme Meeting in accordance with your instructions.

You can only appoint a proxy using the procedures set out in this proxy statement and in the proxy card. A proxy appointed to attend the Scheme Meeting in person (including via live webcast) on your behalf does not need to be a shareholder of Penguin Solutions Cayman but must attend the Scheme Meeting to represent you in accordance with your instructions. You may appoint more than one proxy provided that each proxy is appointed to exercise rights attached to different Penguin Solutions Cayman shares. You may not appoint more than one proxy to exercise rights attached to any one Penguin Solutions Cayman share. The enclosed proxy card designates Mark Adams and Nate Olmstead, or either of them, to vote your Penguin Solutions Cayman shares in accordance with the voting instructions you indicate in your proxy.

You may submit your proxy by mail. In order for your proxy card to be validly submitted and for your Penguin Solutions Cayman shares to be voted in accordance with your proxy card, Broadridge must receive your proxy card at 8:59 p.m. (Pacific Time) on June 15, 2025.

Shareholders Owning Shares Through Brokers or Nominees

For shareholders who hold their shares in “street name” beneficially through a broker or nominee, we have enclosed a voting instruction form. By submitting your voting instruction form, you are instructing your broker or nominee to vote your Penguin Solutions Cayman shares in accordance with your instructions.

You may submit your voting instruction form by mail or by following the internet or touch-tone voting instructions on the voting instruction form. In order for your voting instructions form to be validly submitted and for your Penguin Solutions Cayman ordinary shares to be voted at the Scheme Meeting in accordance with your voting instruction form, your broker or nominee must receive your voting instruction form by mail as promptly as possible and not later than 8:59 p.m. (Pacific Time) on June 15, 2025. Please note that holders of Penguin Solutions Cayman ordinary shares through brokers or nominees are required to submit their voting instruction form to their applicable broker or nominee prior to the deadline and such holders should follow any separate instructions that are provided by their applicable broker or nominee. You should contact your broker or nominee directly for more information on these procedures.

Revoking Your Proxy

You may revoke your proxy card before it is exercised at the Scheme Meeting by one of the following means. If you are a registered shareholder, you may revoke your proxy card by:

•

sending a written notice to Broadridge at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 specifying that you are revoking your proxy with respect to the Scheme Meeting. Your written notice must be received not later than 8:59 p.m. (Pacific Time) on the day before the Scheme Meeting to permit the necessary examination and tabulation of the revocation before the votes are taken;

•

if you submitted your proxy card, submitting new and properly marked, signed and dated proxy card not later than 8:59 p.m. (Pacific Time) on the day before the Scheme Meeting with a later date than the proxy card you last submitted; or

•

voting in person (including via live webcast) at the Scheme Meeting.

If you hold your Penguin Solutions Cayman ordinary shares in “street name” beneficially through a broker or nominee, you must follow the procedures required by your broker or nominee to revoke your voting instruction form or change your vote. You should contact your broker or nominee if you have any questions with respect to these procedures.

RISK FACTORS

Before you decide how to vote your Penguin Solutions Cayman shares, you should consider carefully the following risk factors related to the meeting proposal set forth in this proxy statement, in addition to the other information contained in this proxy statement and the documents incorporated by reference, including, without limitation, our Annual Report on Form 10-K for the fiscal year ended August 30, 2024 (including the risk factors contained therein) and our subsequent filings with the SEC. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

Your rights as a shareholder will change as a result of the Transaction.

Due to certain differences between Delaware law and Cayman Islands law and differences between the governing documents of Penguin Solutions Delaware and Penguin Solutions Cayman, the governing documents for Penguin Solutions Delaware will not be identical to the governing documents for Penguin Solutions Cayman. However, the governing documents of Penguin Solutions Delaware will provide the stockholders and the Penguin Solutions Delaware Board with substantially similar rights and powers as currently provided under Penguin Solutions Cayman’s governing documents. Nevertheless, Penguin Solutions Delaware’s governing documents, both in form and substance, and your rights as a Penguin Solutions Delaware stockholder, will change, and the enforcement of such rights may involve different considerations than would be the case if Penguin Solutions Delaware had been incorporated in the Cayman Islands.

For a description of these differences, please see the comparison chart of your rights as a stockholder of Penguin Solutions Delaware against your rights as a shareholder of Penguin Solutions Cayman, located in “Comparison of Rights of Cayman Islands Shareholders and Delaware Stockholders.”

The anticipated benefits of the Transaction may not be realized.

We may not realize the benefits we anticipate from the Transaction, particularly as the achievement of the benefits are in many important respects subject to factors that we do not and cannot control, including the reaction of third parties with whom we enter into contracts and do business and the reaction of investors. Our failure to realize those benefits could have a material and adverse effect on our business, results of operations or financial condition.

Please see “The Scheme of Arrangement Proposal—Background and Reasons for the Transaction.”

If the Cayman Court does not sanction the Scheme of Arrangement, Penguin Solutions Cayman will not have the ability to effect the Transaction.

We cannot proceed with the Transaction unless the Cayman Court sanctions the Scheme of Arrangement at the Sanction Hearing.

The Transaction will only be consummated if the Scheme of Arrangement becomes effective. The Scheme of Arrangement (and therefore the Transaction) will not be completed unless each of the following conditions are satisfied:

•

the Scheme of Arrangement is approved by the affirmative vote of 75% or more of the nominal value of the Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares voted at the Scheme Meeting by the shareholders as of the Voting Record Time who are entitled to vote and who are present and vote (in person (including via live webcast) or by proxy) at the Scheme Meeting;

•

the Cayman Court grants the Sanction Order (sanctioning the Scheme of Arrangement);

•

the Sanction Order is duly delivered to the Cayman Islands Registrar of Companies;

•

no statute, rule or regulation is enacted or promulgated by any governmental entity of competent jurisdiction that prohibits or makes illegal the consummation of the Scheme of Arrangement;

•

no order or injunction of a court of competent jurisdiction is in effect that prevents consummation of the Scheme of Arrangement and therefore the Transaction;

•

Nasdaq permits Penguin Solutions Delaware to list the Penguin Solutions Delaware common stock for trading; and

•

receipt of any regulatory approval or consent that may be required in connection with the Scheme of Arrangement.

Provided that the Penguin Solutions Cayman shareholders (as at the Voting Record Time) approve the Scheme of Arrangement Proposal, we are not aware of any reason why the Cayman Court would not sanction the Scheme of Arrangement. In determining whether to grant the Sanction Order, the Cayman Court will decide whether the Scheme of Arrangement is fair and reasonable, whether various statutory and other legal requirements have been complied with and satisfied with respect to it, and certain other matters. Nevertheless, the Cayman Court’s sanction is a matter for its discretion and there can be no assurance if or when such sanction will be obtained.

If the Cayman Court does not sanction the Scheme of Arrangement, Penguin Solutions Cayman will be unable to effect the Transaction as contemplated under the Scheme of Arrangement (even if requisite voting thresholds of shareholders as of the Voting Record Time approve the Scheme of Arrangement Proposal at the Scheme Meeting). In addition, the Cayman Court may impose such conditions, modifications or amendments as it deems appropriate in relation to the Scheme of Arrangement, but may not impose any material changes without the consent of Penguin Solutions Cayman. The Scheme of Arrangement contains a provision for Penguin Solutions Cayman to agree on behalf of all persons concerned, to any modification of, or addition to, the Scheme of Arrangement, or to any condition that the Cayman Court may approve or impose. The Cayman Court would be unlikely to approve or impose any modification of, or addition or condition to, the Scheme of Arrangement which might be material to the interests of Penguin Solutions Cayman shareholders, unless Penguin Solutions Cayman shareholders were informed of such modification, addition or condition. The Cayman Court may decide, in its discretion, whether or not the consent of Penguin Solutions Cayman shareholders should be sought at a further meeting of Penguin Solutions Cayman shareholders. Similarly, if a modification, addition or condition is put forward which, in the opinion of the Penguin Solutions Cayman Board, is of such a nature or importance as to require the approval of Penguin Solutions Cayman shareholders at a further meeting of Penguin Solutions Cayman shareholders, the Penguin Solutions Cayman Board will not take the necessary steps to enable the Scheme of Arrangement to become effective unless and until such shareholder approval is obtained from the Penguin Solutions Cayman shareholders.

In addition, it is likely that Penguin Solutions Cayman may determine to terminate the Scheme of Arrangement and not proceed with the Transaction if any condition, modification or amendment is imposed on us that is adverse to Penguin Solutions Cayman and its shareholders.

Please see “The Scheme of Arrangement Proposal—The Scheme of Arrangement—Court Sanction of the Scheme of Arrangement.”

The market for the Penguin Solutions Delaware common stock may differ from the market for the Penguin Solutions Cayman ordinary shares and the market price of Penguin Solutions Delaware common stock may as a result be subject to volatility.

We expect to list the Penguin Solutions Delaware common stock on Nasdaq under the symbol “PENG,” the same trading symbol as the Penguin Solutions Cayman ordinary shares. The market price, trading volume or volatility, or potential investor pool of the Penguin Solutions Delaware common stock may be different from those of the Penguin Solutions Cayman ordinary shares.

As a result, the market price of Penguin Solutions Delaware common stock could be subject to wide fluctuations, which may be unrelated to the Penguin Solutions group of companies’ operating performance and prospects but nevertheless affect the price of Penguin Solutions Delaware common stock. This volatility may affect the ability of holders of Penguin Solutions Delaware common stock to sell their shares at an advantageous price.

The Transaction may adversely impact our effective tax rate.

Although we do not expect the Transaction to increase our effective tax rate, there is a risk that our effective tax rate may increase after the Transaction. Following the Transaction, our effective tax rate may change significantly, which could materially impact our financial results, including our earnings and cash flow, for periods after the Transaction, and may fluctuate significantly from period to period. Our effective tax rate is based upon the application of currently applicable income tax laws, regulations and treaties, as well as current judicial and administrative interpretations of these income tax laws, regulations and treaties in various jurisdictions, including other than the United States.

In light of these factors, there can be no assurance that our effective tax rate will not increase in future periods, including as a result of and following the Transaction. Moreover, U.S. tax laws significantly limit our ability to redomicile outside of the United States once the Transaction has occurred. Accordingly, if our effective tax rate were to increase as a result of the Transaction, our business and financial performance could be adversely affected.

The Transaction will result in additional direct and indirect costs, even if it is not consummated.

We will incur additional costs and expenses in connection with and as a result of the Transaction. We expect to incur attorneys’ fees, accountants’ fees, tax advisory fees, filing and other regulatory fees, mailing expenses, proxy solicitation fees and financial printing expenses in connection with the Transaction, even if the Transaction is not approved or consummated. These combined factors could adversely affect the business, operating profit and overall financial condition of Penguin Solutions Delaware. The Transaction may also negatively affect us by diverting attention of our management and employees from our operating business during the period of implementation and by increasing certain other administrative costs and expenses.

The Completion Date of the Transaction is subject to change.

We currently expect the Completion Date to occur after the closing of trading of the Penguin Solutions Cayman ordinary shares on Nasdaq on June 30, 2025. The exact date and timing of the Completion Date will depend on factors such as any postponement or adjournment of the hearing before the Cayman Court regarding sanction of the Scheme of Arrangement.

We may choose to defer or abandon the Transaction.

While we currently expect the Completion Date to take place soon after the Sanction Hearing on June 25, 2025, the Effective Time and the Completion Date cannot occur until on or after such time as the Sanction Order granted by the Cayman Court is delivered to the Cayman Islands Registrar of Companies.

If it is necessary to adjourn the Scheme Meeting required to approve the meeting proposal in connection with the Transaction described in this proxy statement, for any reason including any circumstances outside of our control, there may be a delay in obtaining the Sanction Order from the Cayman Court and thereby the consummation of the Transaction may be deferred until such time.

In addition, the Penguin Solutions Cayman Board may seek to adjourn the application to the Cayman Court to sanction the Scheme of Arrangement or may abandon the Transaction before the Sanction Hearing for

economic, strategic or other reasons, including if adverse conditions are imposed on the Scheme of Arrangement (and therefore the Transaction) by the Cayman Court. It is likely that Penguin Solutions Cayman may determine to terminate the Scheme of Arrangement and not proceed with the Transaction if any condition, modification or amendment is imposed on us that is materially adverse to Penguin Solutions.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, including the documents incorporated by reference herein, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, including but not limited to, statements regarding the Transaction, including the timing for approval of the Penguin Solutions Cayman shareholders and the Cayman Court for, the Transaction; the expected timeframe for the Transaction; the expected benefits of the Transaction; and statements using words such as “will,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “plan,” “potential,” “should” and similar words and the negatives thereof constitute forward-looking statements. These forward-looking statements are based on our current expectations or forecasts of future events, circumstances, results or aspirations and are subject to a number of significant risks, uncertainties and other factors, many of which are outside of our control, including but not limited to, our ability to obtain approval of the Penguin Solutions Cayman shareholders and the Cayman Court for, and to satisfy the other conditions to, the Transaction within the expected timeframe or at all; our ability to realize the expected benefits from the Transaction; the occurrence of difficulties or material timing delays in connection with the Transaction, including any unanticipated costs in connection with the Transaction; any delays, challenges and expenses associated with receiving governmental and regulatory approvals; and changes in tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof by the tax authorities in the Cayman Islands, the United States and other jurisdictions following the Transaction. Other risks, uncertainties and factors are described in our Annual Report on Form 10-K for the fiscal year ended August 30, 2024, our subsequent Quarterly Reports on Form 10-Q, this proxy statement, including in the section titled “The Scheme of Arrangement Proposal,” and the risks discussed in our other SEC filings. Such risks, uncertainties and factors as outlined above and in such filings do not constitute all risks, uncertainties and factors that could cause actual results of Penguin Solutions group of companies to be materially different from such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on any forward-looking statements.

The forward-looking statements included in, or incorporated by reference into, this proxy statement are made only as of the date on which the statements are made. We do not intend, and have no obligation, to update or revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this proxy statement, except as required by law.

UNAUDITED SUMMARY PRO FORMA FINANCIAL INFORMATION

Pro forma consolidated financial statements for Penguin Solutions Delaware are not presented in this proxy statement because no significant pro forma adjustments are required to be made to show the impact of the Transaction to the historical income statement of Penguin Solutions Cayman for the year ended August 30, 2024 or the historical balance sheet as of August 30, 2024. Those financial statements are included in Penguin Solutions Cayman’s Annual Report on Form 10-K for the fiscal year ended August 30, 2024. Please see “Where You Can Find More Information” beginning on page 103 of this proxy statement.

THE SCHEME OF ARRANGEMENT PROPOSAL

Overview of the Transaction

As explained in more detail below, the Scheme of Arrangement on which we are asking you to vote will redomicile the parent company of the Penguin Solutions group of companies from the Cayman Islands to Delaware.

As a result of the Transaction, the shareholders of Penguin Solutions Cayman will become stockholders of Penguin Solutions Delaware, and such stockholders’ rights will be governed by Delaware law and Penguin Solutions Delaware’s amended and restated certificate of incorporation and amended and restated bylaws as they will be in effect upon completion of the Scheme of Arrangement, which will be substantially in the forms attached hereto as Annex D and Annex F, respectively. The certificate of designation in substantially the form attached hereto as Annex E will also govern the Penguin Solutions Delaware convertible preferred stock after the completion of the Scheme of Arrangement.

Background and Reasons for the Transaction

•

Delaware offers predictable and well-established corporate laws;

•

Delaware has a well-developed legal system which we believe encourages high standards of corporate governance and provides stockholders with substantial rights;

•

corporations domiciled in Delaware are perceived more favorably among regulatory authorities, investors and creditors than corporations domiciled in many other jurisdictions; and

•

Our board of directors has considered both the potential advantages of the Transaction and these potential risks and has unanimously approved the Scheme of Arrangement and recommended that shareholders vote for the approval of the Scheme of Arrangement.

Parties to the Transaction

Penguin Solutions Cayman

Penguin Solutions Cayman is the parent company of the Penguin Solutions group of companies, which designs, builds, deploys and manages high-performance, high-availability enterprise solutions. The registered office of Penguin Solutions Cayman is located at Walkers Corporate Limited, 190 Elgin Avenue, George Town, Cayman Islands, KY1-9008.

Penguin Solutions Delaware

Penguin Solutions Delaware is a newly formed Delaware corporation and is currently a direct, wholly-owned subsidiary of Penguin Solutions Cayman. Penguin Solutions Delaware has only nominal assets and capitalization and has not engaged in any business or other activities other than in connection with its formation and the Transaction. Immediately following the Transaction, Penguin Solutions Delaware will become the ultimate parent company of the Penguin Solutions group of companies.

The Scheme of Arrangement

It is intended that the new corporate structure will be implemented by means of a Scheme of Arrangement pursuant to Section 86 Cayman Companies Act that would result in a change in the ultimate parent company of the Penguin Solutions group of companies from the current parent company that is incorporated in the Cayman Islands, namely Penguin Solutions Cayman, to a parent company that is formed in Delaware, namely Penguin Solutions Delaware. If the Scheme of Arrangement is approved, becomes effective and is implemented, Penguin Solutions Delaware will become the new publicly traded parent company of the Penguin Solutions group of companies and you will own common stock and/or convertible preferred stock, as applicable, of a Delaware corporation instead of ordinary shares and/or convertible preferred shares, as applicable, of a Cayman Islands company.

Pursuant to the terms of the Scheme of Arrangement, the shareholders of Penguin Solutions Cayman as at the Scheme Record Time will exchange their ordinary shares and/or convertible preferred shares (as applicable) of Penguin Solutions Cayman for common stock or convertible preferred stock (as applicable) of Penguin Solutions Delaware on the following basis: each Penguin Solutions Cayman ordinary share will exchanged for one share of Penguin Solutions Delaware common stock, and each Penguin Solutions Cayman convertible preferred share will be exchanged for one share of Penguin Solutions Delaware convertible preferred stock.

As a result of the Transaction, the shareholders of Penguin Solutions Cayman will become stockholders of Penguin Solutions Delaware and such stockholders’ rights will be governed by Delaware law and by Penguin Solutions Delaware’s amended and restated certificate of incorporation and amended and restated bylaws, in substantially the forms attached hereto as Annex D and Annex F, respectively. The certificate of designation in substantially the form attached hereto as Annex E will also govern the Penguin Solutions Delaware convertible preferred stock after the completion of the Scheme of Arrangement. The Penguin Solutions Delaware common stock is expected to be listed on Nasdaq under the same ticker symbol under which the Penguin Solutions Cayman ordinary shares are currently traded (PENG).

Scheme Meeting

Several steps are required in order for us to effect the Scheme of Arrangement, including convening and holding the Scheme Meeting at which shareholders as of the Voting Record Time will consider and, if thought fit, approve the Scheme of Arrangement. The Scheme Meeting has been convened at 10:00 a.m. (Pacific Time) on June 16, 2025 pursuant to an Order of the Cayman Court granted on April 29, 2025 (the “Cayman Court Order”). Notice of the Scheme Meeting is set out at Annex A to this proxy statement. If the Scheme of Arrangement Proposal is approved by the Penguin Solutions Cayman shareholders and the other conditions to the Scheme of Arrangement have been satisfied or waived, we will seek the Cayman Court’s sanction of the Scheme of Arrangement.

The requisite majority to approve the Scheme of Arrangement Proposal at the Scheme Meeting is 75% or more of the nominal value of the Penguin Solutions Cayman shares voted at the Scheme Meeting by the shareholders as of the Voting Record Time who are entitled to vote and who are present (either in person (including via live webcast) or represented by proxy) and who vote at the Scheme Meeting. Holders of Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares will vote together on the Scheme of Arrangement Proposal. Broker “non-votes,” if any, will be disregarded and will have no effect on the outcome of the vote.

Penguin Solutions Cayman shareholders who hold Penguin Solutions Cayman shares directly and are reflected on the register of members of Penguin Solutions Cayman at the Voting Record Time will be entitled to vote directly at the Scheme Meeting, either in person (including via live webcast) or by proxy.

If the Scheme of Arrangement Proposal is approved by the Penguin Solutions Cayman shareholders and the other conditions to the Scheme of Arrangement have been satisfied or waived, we will seek the Cayman Court’s sanction of the Scheme of Arrangement.

If we obtain the requisite approvals from our shareholders and the Cayman Court’s sanction of the Scheme of Arrangement, and if all of the other conditions to the Scheme of Arrangement, as described herein, are satisfied or, if permitted by applicable law, waived, we intend to file the Sanction Order with the Cayman Islands Registrar of Companies. Upon delivery of the Sanction Order with the Cayman Islands Registrar of Companies, the Scheme of Arrangement will become effective in accordance with its terms (the “Effective Time”). We currently expect the Effective Time to occur on June 25, 2025.

We currently expect the Completion Date to occur after the closing of trading of the Penguin Solutions Cayman ordinary shares on Nasdaq on June 30, 2025. The exact date and timing of the Completion Date will depend on factors such as any postponement or adjournment of the Sanction Hearing, which we expect to be held on June 25, 2025.

After the Completion Date, you will continue to own an interest in the ultimate parent company of the Penguin Solutions group of companies, which will indirectly conduct the same business operations as currently conducted indirectly by Penguin Solutions Cayman, through the same group of operating subsidiaries of Penguin Solutions Cayman prior to the Completion Date. The number and class(es) of shares of Penguin Solutions Delaware capital stock you will own will be the same as the number and class(es) of Penguin Solutions Cayman shares you own immediately prior to the Completion Date, and your relative ownership interest in the Penguin Solutions group of companies will remain substantially unchanged as a result of the Scheme of Arrangement. Penguin Solutions Delaware will have the same board of directors and management team as Penguin Solutions Cayman immediately following the Completion Date.

The completion of the Scheme of Arrangement will change the governing law that applies to the internal affairs of our ultimate parent company from Cayman Islands law to Delaware Law. There are certain differences between the rights you will have as a holder of Penguin Solutions Delaware stock under Delaware law and your current rights as a holder of Penguin Solutions Cayman shares under Cayman Islands law. In addition, there will

be differences between the organizational documents of Penguin Solutions Delaware and Penguin Solutions Cayman. Please see “Comparison of Rights of Cayman Island Shareholders and Delaware Stockholders” for a summary of material differences and rights.

We encourage you to read the Scheme of Arrangement in its entirety for a complete understanding of its terms and conditions. The Scheme of Arrangement will be substantially in the form attached as Annex B to this proxy statement.

Court Sanction of the Scheme of Arrangement

As explained above, pursuant to Section 86 Cayman Companies Act, we cannot complete the Scheme of Arrangement without the sanction of the Cayman Court. If the Penguin Solutions Cayman shareholders as at the Voting Record Time approve the Scheme of Arrangement Proposal and the other conditions to the Scheme of Arrangement have been satisfied or waived, we will seek the Cayman Court’s sanction of the Scheme of Arrangement Proposal at the Sanction Hearing, further details of which will be advertised by Penguin Solutions Cayman in The Wall Street Journal and a Cayman Islands newspaper in accordance with the Cayman Court Order.

Penguin Solutions Cayman shareholders who voted at the Scheme Meeting or gave instructions to their broker or nominee to vote at the Scheme Meeting (as applicable) have the right to attend the Sanction Hearing and to appear in person or be represented by counsel to support or oppose the sanction of the Scheme of Arrangement. If you are a Penguin Solutions Cayman shareholder who wishes to appear in person or by counsel at the Sanction Hearing and present evidence or arguments in support of or in opposition to the Scheme of Arrangement, we expect that the Cayman Court will require that you give notice of your intention to do so to Penguin Solutions Cayman’s Cayman Islands legal advisers, Walkers (Cayman) LLP, at 190 Elgin Avenue, George Town, Grand Cayman KY1 9001, Cayman Islands, at least three days before the Sanction Hearing. Penguin Solutions Cayman will not object to the participation in the Sanction Hearing by any person who holds shares through a broker or any other person with a legitimate interest in the proceedings and all such persons will have a right to participate.

The Scheme of Arrangement contains a provision for Penguin Solutions Cayman to agree, on behalf of all persons concerned, to any condition, modification or amendment of the Scheme of Arrangement that the Cayman Court may think fit to approve or impose. The Cayman Court would be unlikely to approve or impose any modification of, or addition or condition to, the Scheme of Arrangement which might be material to the interests of the Penguin Solutions Cayman shareholders, unless the Penguin Solutions Cayman shareholders were informed of any such modification, addition or condition. It will be a matter for the Cayman Court to decide, in its discretion, whether the consent of the Penguin Solutions Cayman shareholders should be sought at a further meeting. Similarly, if a modification, addition or condition is put forward which, in the opinion of the Penguin Solutions Cayman Board, is of such a nature or importance as to require the approval of Penguin Solutions Cayman shareholders at a further meeting of Penguin Solutions Cayman shareholders, the Penguin Solutions Cayman Board will not take the necessary steps to enable the Scheme of Arrangement to become effective unless and until such shareholder approval is obtained from the Penguin Solutions Cayman shareholders. In determining whether to exercise its discretion and sanction the Scheme of Arrangement, the Cayman Court will determine, among other things, whether the Scheme of Arrangement is fair to the Penguin Solutions Cayman shareholders.

We currently expect the Completion Date to occur after the closing of trading of the Penguin Solutions Cayman ordinary shares on Nasdaq at 1:30 p.m. (Pacific Time) on June 30, 2025. If the Scheme of Arrangement becomes effective, it will be binding on all Penguin Solutions Cayman shareholders, including those who do not vote to approve the Scheme of Arrangement Proposal at the Scheme Meeting.

Once the Scheme of Arrangement is effective, the Cayman Court will have exclusive jurisdiction to hear and determine any suit, action or proceedings and to settle any dispute which arises out of or is connected with the terms of the Scheme of Arrangement or its implementation or out of any action taken or omitted to be taken under the Scheme of Arrangement or in connection with the administration of the Scheme of Arrangement.

If obtained, the sanction of the Cayman Court will constitute the basis for an exemption, under Section 3(a)(10) of the Securities Act, from the registration requirements of the Securities Act with respect to the Transaction. Please see “Federal Securities Law Consequences; Resale Restrictions” for more information on the exemption.

Please see “The Scheme of Arrangement Proposal—Conditions to Completion of the Scheme of Arrangement” below for more information on the conditions to the Transaction.

Amendment, Termination or Delay

Subject to applicable Cayman Islands law and any other applicable laws, the Scheme of Arrangement may be amended, modified or supplemented at any time before or after its approval by the Penguin Solutions Cayman shareholders at the Scheme Meeting. At the Sanction Hearing, the Cayman Court may impose such conditions, modifications and amendments as it deems appropriate in relation to the Scheme of Arrangement. The Cayman Court would be unlikely to approve or impose any modification of, or addition or condition to, the Scheme of Arrangement which might be material to the interests of Penguin Solutions Cayman shareholders, unless Penguin Solutions Cayman shareholders were informed of such modification, addition or condition. It will be a matter for the Cayman Court to decide, in its discretion, whether or not the consent of Penguin Solutions Cayman shareholders should be sought at a further meeting of Penguin Solutions Cayman shareholders. Similarly, if a modification, addition or condition is put forward which, in the opinion of the Penguin Solutions Cayman Board, is of such a nature or importance as to require the approval of Penguin Solutions Cayman shareholders at a further meeting of Penguin Solutions Cayman shareholders, the Penguin Solutions Cayman Board will not take the necessary steps to enable the Scheme of Arrangement to become effective unless and until such shareholder approval is obtained from the Penguin Solutions Cayman shareholders. The Scheme of Arrangement contains a provision for Penguin Solutions Cayman to agree, on behalf of all persons concerned, to any condition, modification or amendment of the Scheme of Arrangement that the Cayman Court may think fit to approve or impose. After approval of the Scheme of Arrangement by the Penguin Solutions Cayman shareholders, no amendment, modification or supplement to the Scheme of Arrangement may be made or effected that legally requires further approval by the Penguin Solutions Cayman shareholders without obtaining that approval.

It is expected that the Scheme of Arrangement will become effective in accordance with its terms at or around 3:00 p.m., (Pacific Time), on June 25, 2025, and that the terms of the Scheme will be implemented on the Completion Date, at or around 1:30 p.m. (Pacific Time) on June 30, 2025. If the terms of the Scheme of Arrangement have not been implemented on or before December 31, 2025 (or such later date as Penguin Solutions Cayman may determine and the Cayman Court may allow), the Scheme of Arrangement will lapse by its terms and not come into effect (i.e. the Completion Date will not occur).

Conditions to Completion of the Scheme of Arrangement

The Transaction will not be consummated unless the following conditions are satisfied or, if allowed by law, waived:

•

the Scheme of Arrangement Proposal is approved by the affirmative vote of 75% or more of the nominal value of the Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman

convertible preferred shares voted at the Scheme Meeting by the shareholders as of the Voting Record Time who are entitled to vote and who are present (either in person (including via live webcast) or represented by proxy) and who vote at the Scheme Meeting;

•

the Scheme of Arrangement is sanctioned (with or without modification) by the Cayman Court at the Sanction Hearing;

•

the Sanction Order (being the court order sanctioning the Scheme of Arrangement) is duly delivered to the Cayman Islands Registrar of Companies;

•

no statute, rule or regulation is enacted or promulgated by any governmental entity of competent jurisdiction that prohibits or makes illegal the consummation of the Scheme of Arrangement;

•

no order or injunction of a court of competent jurisdiction is in effect that prevents consummation of the Scheme of Arrangement;

•

Nasdaq permitting Penguin Solutions Delaware to list the Penguin Solutions Delaware common stock for trading; and

•

receipt of any regulatory approval or consent that may be required in connection with the Scheme of Arrangement.

The Penguin Solutions Cayman Board will not take the necessary steps to implement the Scheme of Arrangement unless the above conditions have been satisfied or waived (to the extent permitted by law) and, at the relevant time, the Penguin Solutions Cayman Board considers that it continues to be advisable that the Scheme of Arrangement should be implemented.

Assuming that the Scheme Meeting is conducted and that the shareholders as of the Voting Record Time approve the Scheme of Arrangement Proposal by the voting thresholds required by the Cayman Companies Act, we are not aware of any reason why the Cayman Court would not sanction the Scheme of Arrangement.

We are parties to certain agreements that by their terms require the consent of third parties prior to the implementation of the Scheme of Arrangement and certain related transactions. We believe that we will obtain all necessary consents on a timely basis and that the failure to obtain any other consents will not have a material impact on our business or our ability to consummate the Transaction.

Federal Securities Law Consequences; Resale Restrictions

The issuance of Penguin Solutions Delaware common stock and Penguin Solutions Delaware convertible preferred stock to Penguin Solutions Cayman shareholders pursuant to the Scheme of Arrangement will not be registered under the Securities Act in reliance upon Section 3(a)(10) of the Securities Act. Section 3(a)(10) of the Securities Act exempts securities issued in exchange for one or more outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by any court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom such securities will be issued have a right to appear and to whom adequate notice of the hearing has been given. Subsequent and subject to the Penguin Solutions Cayman shareholders approving the Scheme of Arrangement Proposal by the relevant voting thresholds required by the Cayman Companies Act and the other conditions to the Scheme of Arrangement having been satisfied or waived, we will promptly seek the Cayman Court’s sanction of the Scheme of Arrangement. We expect the Sanction Hearing to be held at the Law Courts, George Town, Grand Cayman at 7:30 a.m., (Pacific Time), on June 25, 2025, further details of which will be advertised by Penguin Solutions Cayman in The Wall Street Journal and a Cayman Islands newspaper in accordance with the Cayman Court Order. Penguin Solutions Cayman shareholders as of the Voting Record Time who vote at the Scheme Meeting (whether in person (including by webcast) or by proxy) have the right to attend the Sanction Hearing and to appear in person or be represented by counsel to support or oppose the sanction of the Scheme of Arrangement.

In determining whether it is appropriate to authorize the Scheme of Arrangement, the Cayman Court will consider whether the terms and conditions of the exchange of shares pursuant to the Scheme of Arrangement are fair to the Penguin Solutions Cayman shareholders and we will have advised the Cayman Court before the hearing that we will rely on the Section 3(a)(10) exemption based on its approval of the Scheme of Arrangement. The Penguin Solutions Delaware common stock issued to Penguin Solutions Cayman shareholders in connection with the Transaction will be freely transferable, except for restrictions applicable to certain “affiliates” of Penguin Solutions Cayman under the Securities Act, as follows:

•

Persons who were not affiliates of Penguin Solutions Cayman at the consummation of the Transaction and have not been affiliates within 90 days prior to such time will be permitted to sell any Penguin Solutions Delaware common stock received in the Transaction without regard to Rule 144 under the Securities Act.

•

Persons who were affiliates of Penguin Solutions Cayman at the consummation of the Transaction or were affiliates within 90 days prior to such time will be permitted to resell any Penguin Solutions Delaware common stock they receive pursuant to the Transaction in the manner permitted by Rule 144. In computing the holding period of the Penguin Solutions Delaware common stock for the purposes of Rule 144(d), such persons will be permitted to “tack” the holding period of their Penguin Solutions Cayman ordinary shares held prior to the consummation of the Transaction.

•

Persons whose shares of Penguin Solutions Cayman bear a legend restricting transfer will receive shares of Penguin Solutions Delaware that are subject to the same restrictions.

The Penguin Solutions Delaware convertible preferred stock issued to certain Penguin Solutions Cayman shareholders in connection with the Transaction and the shares of Penguin Solutions Delaware common stock that may be issued upon conversion of Penguin Solutions Delaware convertible preferred stock or the Convertible Notes have not been registered under the Securities Act or any applicable state securities laws and may not be offered or sold in the United States except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act, including Rule 144 under the Securities Act and any applicable state securities laws.

Persons who may be deemed to be affiliates of Penguin Solutions Cayman and Penguin Solutions Delaware for these purposes generally include individuals or entities that control, are controlled by, or are under common control with, Penguin Solutions Cayman or Penguin Solutions Delaware, and would generally not be expected to include shareholders who are not executive officers, directors or significant shareholders of Penguin Solutions Cayman or Penguin Solutions Delaware.

We have not filed a registration statement with the SEC covering any resales of the Penguin Solutions Delaware common stock to be received by Penguin Solutions Cayman’s shareholders in connection with the Transaction. Penguin Solutions Delaware intends to file certain post-effective amendments to existing effective registration statements of Penguin Solutions Cayman concurrently with the completion of the Transaction.

Upon consummation of the Scheme of Arrangement, the Penguin Solutions Delaware common stock will be deemed to be registered under Section 12(b) of the Exchange Act, by virtue of Rule 12g-3 under the Exchange Act, without the filing of any Exchange Act registration statement and Penguin Solutions Delaware will be deemed to be the successor issuer of the registered Penguin Solutions Cayman ordinary shares.

Completion Date of the Transaction

Management of Penguin Solutions Delaware

If the Transaction is consummated, the executives and directors of Penguin Solutions Cayman immediately prior to the Completion Date will be the executives and directors of Penguin Solutions Delaware as of immediately following the Completion Date. Penguin Solutions Delaware’s amended and restated certificate of incorporation, as it will be in effect after the Transaction, provides for a classified board of directors, just as Penguin Solutions Cayman currently has. Penguin Solutions Delaware’s directors will be assigned into one of three classes and the directors in each such class will serve initial terms expiring at the first, second and third annual meeting of stockholders of Penguin Solutions Delaware following the completion of the Transaction. We expect that the directors of Penguin Solutions Delaware as of immediately following the Completion Date will, as a result of such assignment into classes, possess the same remaining terms in office as was possessed by each such director in their capacity as a director of Penguin Solutions Cayman as of immediately prior to the Completion Date.

Indemnification

The Articles of Association of Penguin Solutions Cayman (the “Penguin Solutions Cayman Articles”) require Penguin Solutions Cayman to indemnify every director and officer of Penguin Solutions Cayman or any predecessor to Penguin Solutions Cayman (which for the avoidance of doubt, shall not include auditors of the Company), together with every former director and former officer of Penguin Solutions Cayman or any predecessor to Penguin Solutions Cayman against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them incur as a result of any act or failure to act in carrying out their functions; provided that they will not be indemnified for any liability incurred by reason of their own actual fraud or willful default, as determined by a court of competent jurisdiction.

Penguin Solutions Delaware’s amended and restated bylaws will provide that we are required to indemnify the directors and officers of Penguin Solutions Delaware, in each case to the fullest extent permitted by Delaware law. The Penguin Solutions Delaware amended and restated bylaws will also obligate us to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under Delaware law. We have entered into agreements with the Penguin Solutions Cayman directors and executive officers to indemnify such persons. In connection with the Transaction, we expect that we will continue to be a party to an indemnification agreement with each of Penguin Solutions Delaware’s directors and executive officers. The current indemnification agreements between Penguin Solutions Cayman and its officers and directors provide for the indemnification of, and advancement of expenses to, these persons, with specified exemptions. We expect that the indemnification and expense advancement to be provided to directors and executive officers of Penguin Solutions Delaware under the indemnification agreements will be the same or substantially similar to that afforded in the current indemnification agreements between Penguin Solutions Cayman and its executive officers and directors.

Penguin Solutions believes that these provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. Penguin Solutions Delaware will also maintain directors’ and officers’ liability insurance.

Please see “Comparison of Rights of Cayman Islands Shareholders and Delaware Stockholders—Indemnification of Directors and Officers.”

Interests of Certain Persons in the Transaction

Except for the indemnification arrangements described above, no person who has been a director or executive officer of Penguin Solutions Cayman at any time since the beginning of our last fiscal year, or any

associate of any such person, has any material or substantial interest in the Transaction, except for any interest arising from his or her ownership of securities of Penguin Solutions Cayman. Each of our directors (other than Mr. Ha) hold Penguin Solutions Cayman ordinary shares and certain of our executive officers hold equity incentive compensation awards in respect of Penguin Solutions Cayman ordinary shares, but the Transaction will not affect our directors’ or executive officers’ vesting schedule. See “Equity Incentive Plans” below. No such person is otherwise receiving any extra or special benefit not shared on a pro rata basis by all other holders of Penguin Solutions Cayman ordinary shares.

Regulatory Matters

Other than the Cayman Court sanctioning the Scheme of Arrangement proposal and compliance with U.S. federal and state securities laws and Cayman Islands and Delaware corporate law, we are not aware of any other governmental approvals or actions that are required to complete the Transaction. We do not believe that any significant regulatory approvals will be required to effect the Transaction.

No Appraisal Rights

Exchange of Penguin Solutions Cayman Shares for Penguin Solutions Delaware Stock

Assuming the Scheme of Arrangement becomes effective and is implemented, your Penguin Solutions Cayman shares will be exchanged for shares of the corresponding class of Penguin Solutions Delaware, which will be issued to you in uncertificated book-entry form, without any action required on your part. Penguin Solutions Cayman shares held in book entry form (“book-entry shares”) outstanding immediately prior to the Completion Date of the Transaction will be transferred to Penguin Solutions Delaware in the Scheme of Arrangement, and following the Transaction, the holders thereof with cease to have any rights with respect to such book-entry shares except the right to receive a corresponding number of uncertificated book-entry shares of the applicable class of Penguin Solutions Delaware. Penguin Solutions Cayman book-entry shares, including Penguin Solutions Cayman ordinary shares held in “street name” through a bank, broker, custodian or other nominee, will be automatically exchanged for uncertificated book-entry shares of the applicable class of Penguin Solutions Delaware without any action required on the part of the beneficial holder of such shares.

Equity Incentive Plans

If the Transaction is consummated, Penguin Solutions Delaware will assume Penguin Solutions Cayman’s equity incentive plans, including the shares available for issuance under the equity incentive plans, and the existing obligations of Penguin Solutions Cayman in connection with equity awards (including options, restricted share, restricted share unit, performance shares and performance share units) and rights granted under Penguin Solutions Cayman’s equity incentive plans, which include the following plans:

•

Amended and Restated 2017 Share Incentive Plan;

•

2021 Inducement Plan; and

•

2018 Employee Share Purchase Plan

(together with any applicable predecessor plans, the “Equity Incentive Plans”).

Each option to purchase Penguin Solutions Cayman ordinary shares and each award of restricted shares, restricted share units, performance shares and performance share units denominated in Penguin Solutions Cayman ordinary shares, in each case, granted pursuant to one of the Equity Incentive Plans outstanding

immediately prior to the Completion Date will, without any further action on the part of any holder thereof, be converted into an option to purchase the same number of shares of Penguin Solutions Delaware common stock, with the same exercise price, and an award of restricted shares, restricted share units, performance shares and performance share units denominated in the same number of shares of Penguin Solutions Delaware common stock, as applicable. Subject to applicable laws, the converted options, restricted shares, restricted share units, performance shares and performance share unit awards shall continue to have, and shall be subject to, the same terms and conditions (including any applicable vesting and change in control provisions) that applied to the Penguin Solutions Cayman options, restricted shares, restricted share units, performance shares and performance share units, as applicable, immediately prior to the Completion Date. The Equity Incentive Plans will be amended as necessary to comply with Delaware law and give effect to the Transaction, including to provide (1) that Penguin Solutions Delaware common stock will be issued, held, available for issuance or used to measure or satisfy benefits as appropriate under the Equity Incentive Plans, in substitution for Penguin Solutions Cayman ordinary shares; and (2) for the appropriate substitution of Penguin Solutions Delaware for Penguin Solutions Cayman in the Equity Incentive Plans. The Transaction will not impact the terms and conditions of the awards or rights granted under the Equity Incentive Plans after the substitution of Penguin Solutions Delaware for Penguin Solutions Cayman (including any applicable vesting and change in control provisions, provided that in no event shall the Transaction constitute a change in control for the purposes of such provisions).

Penguin Solutions Delaware intends to file post-effective amendments to certain effective registration statements of Penguin Solutions Cayman concurrently with the completion of the Transaction in connection with its assumption of the existing obligations of Penguin Solutions Cayman in connection with awards and rights granted under the Equity Incentive Plans.

Credit Agreement and Convertible Notes

We do not believe that the Transaction will have any material effect on our Credit Agreement, dated as of February 7, 2022 (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”) by and among Penguin Solutions Cayman, as parent borrower, SMT, as co-borrower, the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent, collateral agent and an issuing bank or our 2.25% Convertible Senior Notes due 2026, our 2.00% Convertible Senior Notes due 2029, or our 2.00% Convertible Senior Notes due 2030 (collectively, our “Convertible Notes”). In connection with the Transaction, we expect that Penguin Solutions Cayman and its subsidiaries may enter into an amendment to the Credit Agreement to provide for certain technical changes to facilitate the consummation of the Transaction under the terms of the Credit Agreement. We also expect to enter into amendments to the indentures governing our Convertible Notes in connection with the Transaction to, among other things, permit the consummation of the Transaction under the terms of the Convertible Notes and provide for the issuance of Penguin Solutions Delaware common stock rather than Penguin Solutions Cayman ordinary shares upon conversion of the Convertible Notes. We currently expect that any such amendments will not be material and will be supported by our lenders. Our Credit Agreement, the debt issued thereunder and our Convertible Notes will remain outstanding, and Penguin Solutions Cayman and SMT will continue to be the co-borrowers under the Credit Agreement and Penguin Solutions Cayman will continue to be the issuer of our Convertible Notes.

Stock Exchange Listing

Penguin Solutions Cayman ordinary shares are expected to continue to trade on Nasdaq until the Completion Date. Penguin Solutions Cayman convertible preferred shares are expected to remain unlisted.

are currently listed. We do not currently intend to list the Penguin Solutions Delaware common stock on any other stock exchange. We do not currently intend to list the Penguin Solutions Delaware convertible preferred stock on any stock exchange.

Effect of the Transaction on Reporting Obligations of the Penguin Solutions Corporate Group

Upon completion of the Transaction, we will remain subject to SEC reporting requirements, the mandates of Sarbanes-Oxley and the corporate governance rules of Nasdaq, and we will continue to report our consolidated financial results in U.S. dollars and in accordance with U.S. GAAP. We will in the ordinary course make available customary reports filed with the SEC, consistent with our established current practices. Penguin Solutions Delaware will file reports on Form 10-K, 10-Q and 8-K with the SEC and comply with the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the rules applicable to the filing and contents of proxy statements, as we currently do.

Accounting Treatment of the Transaction

Required Vote

To be approved, the Scheme of Arrangement Proposal must receive the affirmative vote of 75% or more of the nominal value of the Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares voted at the Scheme Meeting by the shareholders as of the Voting Record Time who are entitled to vote and who are present (either in person (including via live webcast) or represented by proxy) and who vote at the Scheme Meeting. Holders of Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares will vote together on the Scheme of Arrangement Proposal. Broker “non-votes,” if any, will be disregarded and will have no effect on the outcome of the vote.

Board Recommendation

The Penguin Solutions Cayman Board has unanimously approved and recommends that you vote “FOR” the Scheme of Arrangement Proposal at the Scheme Meeting.

Resolution

“THAT the Scheme of Arrangement (a copy of which has been produced to this meeting and for the purposes of identification signed by the chairperson hereof) in its original form or with such modifications, additions or conditions as may be approved or imposed by the Cayman Islands Grand Court, and as may be agreed by the Company, be and is hereby approved.”

MATERIAL TAX CONSIDERATIONS RELATING TO THE TRANSACTION TO HOLDERS OF PENGUIN SOLUTIONS CAYMAN ORDINARY SHARES

U.S. Federal Income Tax Considerations

The following discussion is a summary of the material U.S. federal income tax consequences to U.S. Holders and to Non-U.S. Holders (each as defined below) of (i) exchanging Penguin Solutions Cayman ordinary shares for shares of Penguin Solutions Delaware common stock pursuant to the Scheme of Arrangement and (ii) owning and disposing of shares of Penguin Solutions Delaware common stock that are received pursuant to the Scheme of Arrangement. This discussion is based on and subject to the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury Regulations promulgated thereunder, published guidance of the U.S. Internal Revenue Service (the “IRS”) and court decisions, in each case, as of the date hereof, all of which are subject to change, possibly with retroactive effect, and to differing interpretations.

The following discussion assumes that the Scheme of Arrangement will be consummated as described in this proxy statement and applies only to U.S. Holders and Non-U.S. Holders that hold their Penguin Solutions Cayman ordinary shares, and that will hold their shares of Penguin Solutions Delaware common stock received pursuant to the Scheme of Arrangement, as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not constitute tax advice and does not address all aspects of U.S. federal income taxation that may be relevant to any particular holders in light of their personal circumstances, including any tax consequences arising under the Medicare contribution tax on net investment income, or to any holders subject to special treatment under the Code, such as:

•

banks, thrifts, mutual funds, insurance companies and other financial institutions;

•

real estate investment trusts and regulated investment companies;

•

traders in securities who elect to apply a mark-to-market method of accounting;

•

brokers, dealers or traders in securities or foreign currency;

•

tax-exempt organizations or governmental organizations;

•

insurance companies;

•

individual retirement and other deferred accounts;

•

persons whose functional currency is not the U.S. dollar;

•

U.S. expatriates and former citizens or long-term residents of the United States;

•

“passive foreign investment companies” or “controlled foreign corporations” and corporations that accumulate earnings to avoid U.S. federal income tax;

•

persons subject to the alternative minimum tax;

•

persons deemed to sell our common stock under the constructive sale provisions of the Code;

•

persons who hold their stock as part of a straddle, hedging, conversion, constructive sale or other risk reduction transaction;

•

persons who purchase or sell their stock as part of a wash sale for tax purposes;

•

“S corporations,” partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes, or other pass-through entities (and investors therein);

•

persons who received their stock through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan;

•

“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds;

•

persons subject to special tax accounting rules as a result of any item of gross income with respect to shares of Penguin Solutions Delaware common stock being taken into account in a financial statement;

•

persons who own Penguin Solutions Cayman convertible preferred shares; and

•

persons who own (directly, indirectly or constructively) five percent (5%) or more, by vote or value, of Penguin Solutions Cayman shares or, after completion of the Scheme of Arrangement, shares of Penguin Solutions Delaware stock.

This discussion also does not address any considerations under the U.S. federal tax laws other than those pertaining to the income tax, nor does it address any state, local or non-U.S. tax considerations. We do not intend to seek any rulings from the IRS with respect to the Scheme of Arrangement, and there can be no assurance that the IRS will not take a position contrary to the tax consequences described herein or that such a contrary position would not be sustained by a court.

For purposes of this discussion, a “U.S. Holder” means a beneficial owner of Penguin Solutions Cayman ordinary shares or, after the completion of the Scheme of Arrangement, shares of Penguin Solutions Delaware common stock received in the Scheme of Arrangement, that for U.S. federal income tax purposes is:

•

an individual who is a citizen or resident of the United States;

•

a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust, or (ii) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person for U.S. federal income tax purposes.

For purposes of this discussion, a “Non-U.S. Holder” means a beneficial owner of Penguin Solutions Cayman ordinary shares or, after the completion of the Scheme of Arrangement, shares of Penguin Solutions Delaware common stock received in the Scheme of Arrangement, that is an individual, corporation, estate or trust and, in each case, is not a U.S. Holder.

If an entity treated as a partnership for U.S. federal income tax purposes holds Penguin Solutions Cayman ordinary shares or, after the completion of the Scheme of Arrangement, shares of Penguin Solutions Delaware common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. A holder that is a partnership for U.S. federal income tax purposes and the partners in such partnership should consult their tax advisors about the U.S. federal income tax consequences to them of the Scheme of Arrangement and of the ownership and disposition of shares of Penguin Solutions Delaware common stock.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. HOLDERS OF PENGUIN SOLUTIONS CAYMAN ORDINARY SHARES OR, AFTER THE COMPLETION OF THE SCHEME, SHARES OF PENGUIN SOLUTIONS DELAWARE COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE SCHEME OF ARRANGEMENT AND OF THE OWNERSHIP AND DISPOSITION OF SHARES OF PENGUIN SOLUTIONS DELAWARE COMMON STOCK TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER U.S. FEDERAL TAX LAWS OTHER THAN THOSE PERTAINING TO INCOME TAX, INCLUDING ESTATE OR GIFT TAX LAWS, OR UNDER ANY STATE, LOCAL OR NON-U.S. TAX LAWS OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Characterization of the Exchange of Penguin Solutions Cayman Ordinary Shares for Shares of Penguin Solutions Delaware Common Stock Pursuant to the Scheme of Arrangement

For U.S. federal income tax purposes, the exchange of Penguin Solutions Cayman ordinary shares for shares of Penguin Solutions Delaware common stock pursuant to the Scheme of Arrangement is expected to qualify as a transaction described in Section 351 of the Code. However, because there is no authority directly addressing a transaction involving the same facts as the Scheme of Arrangement, we cannot be certain that the exchange of Penguin Solutions Cayman ordinary shares for shares of Penguin Solutions Delaware common stock pursuant to the Scheme of Arrangement will qualify for such treatment. In addition, the Transaction is not conditioned on the receipt of a tax opinion, and we do not intend to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Scheme of Arrangement. Consequently, no assurance can be given that the IRS will not challenge the qualification of the Scheme of Arrangement as a transaction described in Section 351 of the Code or that a court would not sustain such challenge. In such case, the Scheme of Arrangement could be treated as a taxable transaction for U.S. federal income tax purposes.

Material U.S. Federal Income Tax Consequences of the Scheme of Arrangement to U.S. Holders of Penguin Solutions Cayman Ordinary Shares

Receipt of Shares of Penguin Solutions Delaware Common Stock in a Section 351 Exchange

Assuming that (i) the exchange of Penguin Solutions Cayman ordinary shares for shares of Penguin Solutions Delaware common stock pursuant to the Scheme of Arrangement qualifies as a transaction described in Section 351 of the Code and (ii) Penguin Solutions Cayman is not and has not been a passive foreign investment company (as discussed below under “Passive Foreign Investment Company Status”), a U.S. Holder that exchanges Penguin Solutions Cayman ordinary shares for shares of Penguin Solutions Delaware common stock pursuant to the Scheme of Arrangement should not recognize any gain or loss with respect to such exchange. Such U.S. Holder should have an aggregate adjusted tax basis in the shares of Penguin Solutions Delaware common stock received pursuant to the Scheme of Arrangement equal to the aggregate adjusted tax basis of the Penguin Solutions Cayman ordinary shares surrendered in exchange therefor by that U.S. Holder pursuant to the Scheme of Arrangement. The holding period for shares of Penguin Solutions Delaware common stock received pursuant to the Scheme of Arrangement should include the U.S. Holder’s holding period for the Penguin Solutions Cayman ordinary shares surrendered in exchange therefor.

U.S. Holders should consult their tax advisors about any reporting requirements and information statements that could be applicable to a U.S. Holder with respect to the Scheme of Arrangement and any potential consequences, including penalties, associated with a failure to satisfy such requirements.

Passive Foreign Investment Company Status

Penguin Solutions Cayman believes that it was not a “passive foreign investment company” (generally, a foreign corporation that has a specified percentage of “passive” income or assets in a taxable year, after the application of certain “look-through” rules) for U.S. federal income tax purposes for its 2024 taxable year or any prior taxable year and does not expect to be a passive foreign investment company for its 2025 taxable year. If Penguin Solutions Cayman was a passive foreign investment company for any taxable year during which a U.S. Holder held Penguin Solutions Cayman ordinary shares, certain adverse tax consequences, including recognition of gain and application of an interest charge, could apply to such U.S. Holder as a result of the Scheme of Arrangement, unless an exception under the relevant U.S. Treasury Regulations can be relied upon. U.S. Holders should consult their tax advisors with respect to the U.S. federal income tax consequences of the Scheme of Arrangement regarding the status of Penguin Solutions Cayman as a passive foreign investment company for any taxable year during which they held Penguin Solutions Cayman ordinary shares and the implications of such status on the U.S. federal income tax consequences of the Scheme of Arrangement to them.

Material U.S. Federal Income Tax Considerations to U.S. Holders Regarding Owning and Disposing of Shares of Penguin Solutions Delaware Common Stock Received in the Scheme of Arrangement

Distributions on Shares of Penguin Solutions Delaware Common Stock

Any distribution made by Penguin Solutions Delaware to a U.S. Holder with respect to shares of Penguin Solutions Delaware common stock will generally be includible in the U.S. Holder’s gross income, in the year actually or constructively received, as a dividend to the extent that such distribution is paid out of Penguin Solutions Delaware’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent that the amount of the distribution exceeds Penguin Solutions Delaware’s current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess will be treated first as a tax-free return of the U.S. Holder’s tax basis in the shares of Penguin Solutions Delaware common stock, and then, to the extent such excess amount exceeds the U.S. Holder’s tax basis in the shares of Penguin Solutions Delaware common stock, as capital gain. Subject to applicable limitations and requirements, dividends received on Penguin Solutions Delaware’s shares of common stock generally should be eligible for the “dividends received deduction” available to corporate stockholders. A dividend paid by Penguin Solutions Delaware to certain non-corporate U.S. Holders, including individuals, generally will be subject to taxation at preferential rates if certain holding period requirements are met.

Dispositions of Shares of Penguin Solutions Delaware Common Stock

A U.S. Holder will generally recognize taxable gain or loss on any sale, taxable exchange or other taxable disposition of a Penguin Solutions Delaware share of common stock equal to the difference between the amount realized for such Penguin Solutions Delaware share of common stock and the U.S. Holder’s adjusted tax basis in such Penguin Solutions Delaware share of common stock. Any such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if, on the date of the disposition, the U.S. Holder has a holding period in such Penguin Solutions Delaware share of common stock that exceeds one year. Long-term capital gains derived by certain non-corporate U.S. Holders, including individuals, are generally subject to taxation at preferential rates. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

Dividend payments with respect to shares of Penguin Solutions Delaware common stock and proceeds of a disposition of shares of Penguin Solutions Delaware common stock will generally be subject to information reporting to the IRS and may be subject to U.S. backup withholding unless a U.S. Holder furnishes such U.S. Holder’s correct U.S. taxpayer identification number (generally on IRS Form W-9) and complies with other applicable certification requirements, or otherwise establishes an exemption. Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules will be credited against a U.S. Holder’s federal income tax liability, and may entitle a U.S. Holder to a refund, provided that the required information is furnished to the IRS in a timely manner.

Material U.S. Federal Income Tax Consequences of the Scheme of Arrangement to Non-U.S. Holders of Penguin Solutions Cayman Ordinary Shares

Assuming that the exchange of Penguin Solutions Cayman ordinary shares for shares of Penguin Solutions Delaware common stock pursuant to the Scheme of Arrangement qualifies as a transaction described in Section 351 of the Code, a Non-U.S. Holder that receives shares of Penguin Solutions Delaware common stock pursuant to the Scheme of Arrangement should not recognize any gain or loss with respect to the receipt of such shares of Penguin Solutions Delaware common stock for U.S. federal income tax purposes. Such Non-U.S. Holder should, for U.S. federal income tax purposes, have an aggregate adjusted tax basis in the shares of Penguin Solutions Delaware common stock received pursuant to the Scheme of Arrangement equal to the aggregate adjusted tax basis of the Penguin Solutions Cayman ordinary shares surrendered in exchange therefor by that Non-U.S. Holder pursuant to the Scheme of Arrangement. The holding period for shares of Penguin

Solutions Delaware common stock received pursuant to the Scheme of Arrangement will include the Non-U.S. Holder’s holding period for the Penguin Solutions Cayman ordinary shares surrendered in exchange therefor.

Even if the exchange of Penguin Solutions Cayman ordinary shares for shares of Penguin Solutions Delaware common stock pursuant to the Scheme of Arrangement does not qualify as an exchange described in Section 351 of the Code as described above, a Non-U.S. Holder generally would not be subject to U.S. federal income tax on any gain recognized pursuant to the exchange except in the situations described in the first two bullet points below under the heading “Material U.S. Federal Income Tax Considerations to Non-U.S. Holders of Owning and Disposing of Shares of Penguin Solutions Delaware Common Stock Received in the Scheme of Arrangement—Dispositions of Shares of Penguin Solutions Delaware Common Stock.”

Non-U.S. Holders should consult their tax advisors about reporting requirements and information statements that could be applicable with respect to the Scheme of Arrangement and any potential consequences, including penalties, associated with a failure to satisfy such requirements.

Material U.S. Federal Income Tax Considerations to Non-U.S. Holders Regarding Owning and Disposing of Shares of Penguin Solutions Delaware Common Stock Received in the Scheme of Arrangement

Distributions on Shares of Penguin Solutions Delaware Common Stock

Any distribution made by Penguin Solutions Delaware to a Non-U.S. Holder with respect to shares of Penguin Solutions Delaware common stock will generally constitute a dividend for U.S. federal income tax purposes to the extent that such distribution is paid out of Penguin Solutions Delaware’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent that the amount of the distribution exceeds Penguin Solutions Delaware’s current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess will be treated first as a tax-free return of the Non-U.S. Holder’s tax basis in the shares of Penguin Solutions Delaware common stock, and then, to the extent such excess amount exceeds the Non-U.S. Holder’s tax basis in the shares of Penguin Solutions Delaware common stock, as capital gain.

Subject to the discussion below regarding effectively connected income, dividends paid to a Non-U.S. Holder with respect to such Non-U.S. Holder’s shares of Penguin Solutions Delaware common stock generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or a lower rate specified by an applicable income tax treaty, provided that the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying its qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable tax treaty.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder generally will not be subject to the 30% U.S. federal withholding tax described in the previous paragraph provided that the Non-U.S. Holder furnishes a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. Any such effectively connected dividends will instead be subject to U.S. federal income tax on a net income basis at the regular rates applicable to United States persons. A Non-U.S. Holder that is a corporation may also be subject to a branch profits tax at a rate of 30% (or a lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Dispositions of Shares of Penguin Solutions Delaware Common Stock

Subject to the discussions below relating to backup withholding and foreign accounts, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale, taxable exchange or other taxable disposition of shares of Penguin Solutions Delaware common stock, unless:

•

the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, such gain is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States);

•

the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

•

the shares of Penguin Solutions Delaware common stock constitute a U.S. real property interest (“USRPI”) by reason of Penguin Solutions Delaware being, or having been, a U.S. real property holding corporation (“USRPHC”) for U.S. federal income tax purposes at any applicable time within the shorter of the five-year period preceding the Non-U.S. Holder’s disposition of the shares of Penguin Solutions Delaware common stock or the Non-U.S. Holder’s holding period for the shares of Penguin Solutions Delaware common stock.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates applicable to United States persons. A Non-U.S. Holder that is a corporation may also be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A Non-U.S. Holder described in the second bullet point above generally will be subject to U.S. federal income tax at a rate of 30% (or a lower rate specified by an applicable income tax treaty) on gain realized upon the sale, taxable exchange or other taxable disposition of shares of Penguin Solutions Delaware common stock, which may be offset by certain U.S. source capital losses of the Non-U.S. Holder, provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we currently do not anticipate Penguin Solutions Delaware being or becoming a USRPHC. However, because the determination at any time of whether Penguin Solutions Delaware is a USRPHC will depend on the fair market value of its USRPIs relative to the fair market value of its non-U.S. real property interests and other trade or business assets, there can be no assurance that Penguin Solutions Delaware will not be or become a USRPHC in the future. Even if Penguin Solutions Delaware were to be or become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of shares of Penguin Solutions Delaware common stock will not be subject to U.S. federal income tax if shares of Penguin Solutions Delaware common stock are “regularly traded,” as defined by applicable U.S. Treasury Regulations, on an established securities market, and such Non-U.S. Holder did not own, actually or constructively, more than 5% of the shares of Penguin Solutions Delaware common stock at any time during the shorter of the five-year period ending on the date of the sale or other taxable disposition of the shares of Penguin Solutions Delaware common stock or the Non-U.S. Holder’s holding period for the shares of Penguin Solutions Delaware common stock.

Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments of dividends on shares of Penguin Solutions Delaware common stock will not be subject to backup withholding, provided that the Non-U.S. Holder certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information reporting will apply in connection with any distributions on shares of Penguin Solutions Delaware common stock

paid to the Non-U.S. Holder, regardless of whether such distributions constitute dividends or whether any tax was actually withheld.

Proceeds of a sale or other taxable disposition of shares of Penguin Solutions Delaware common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above or the Non-U.S. Holder otherwise establishes an exemption. Proceeds of a disposition of shares of Penguin Solutions Delaware common stock conducted through a non-U.S. office of a non-U.S. broker that does not have certain enumerated relationships with the United States generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 through 1474 of the Code (commonly referred to as the Foreign Account Tax Compliance Act or FATCA) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, and, subject to the proposed U.S. Treasury Regulations discussed below, gross proceeds from the sale or other disposition of, shares of Penguin Solutions Delaware common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States relating to FATCA may be subject to different rules.

Under the applicable U.S. Treasury Regulations and administrative guidance, withholding under FATCA currently applies to payments of dividends on shares of Penguin Solutions Delaware common stock. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of shares of Penguin Solutions Delaware common stock beginning on January 1, 2019, proposed U.S. Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed U.S. Treasury Regulations until final U.S. Treasury Regulations are issued.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in shares of Penguin Solutions Delaware common stock.

THE U.S. FEDERAL INCOME TAX CONSIDERATIONS SUMMARIZED ABOVE ARE FOR GENERAL INFORMATION ONLY. EACH STOCKHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO THE PARTICULAR CONSEQUENCES THAT MAY APPLY TO SUCH STOCKHOLDER.

Cayman Tax Considerations

The following is a discussion of certain Cayman Islands income tax consequences of transferring ordinary shares of Penguin Solutions Cayman pursuant to the Scheme of Arrangement. The discussion is a general summary of current law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.

Under Existing Cayman Islands Laws

Penguin Solutions Cayman has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied for and received an undertaking from the Governor in Cabinet of the Cayman Islands in a form substantially similar to the following:

“The Tax Concessions Act

(2011 Revision)

Undertaking as to Tax Concessions

In accordance with the provision of Section 6 of The Tax Concessions Act (2011 Revision), the Governor in Cabinet undertakes with the Company:

that no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and

in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable:

2.1

on or in respect of the shares, debentures or other obligations of the Company; or

2.2

by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Act (2011 Revision).

These concessions shall be for a period of 20 years from 13^th May 2014.”

DESCRIPTION OF PENGUIN SOLUTIONS DELAWARE CAPITAL STOCK

The following summary description of the Penguin Solutions Delaware capital stock is based on the intended provisions of each of Penguin Solutions Delaware’s amended and restated certificate of incorporation and amended and restated bylaws as they will be in effect after the transactions contemplated by the Scheme of Arrangement are consummated and the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). This information may not be complete in all respects and is qualified entirely by reference to the provisions of the DGCL and the Penguin Solutions Delaware amended and restated certificate of incorporation and bylaws and the certificate of designation governing the Penguin Solutions Delaware convertible preferred stock, which will be substantially in the forms attached hereto as Annex D, Annex F and Annex E, respectively. The Penguin Solutions Delaware common stock and Penguin Solutions Delaware convertible preferred stock are intended to have substantially the same rights and obligations as the Penguin Solutions Cayman ordinary shares and the Penguin Solutions Cayman convertible preferred shares, respectively; however, as described in the section titled “Comparison of Rights of Cayman Islands Shareholders and Delaware Stockholders,” there are differences in Delaware law and Cayman Islands law that may cause these rights to differ.

General

Penguin Solutions Delaware was incorporated under the DGCL on March 20, 2025. Its registered office is located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. Penguin Solutions Delaware was incorporated for the purpose of implementing the Transaction and will not carry on any active business prior to the Transaction, other than in connection with the Transaction and related matters. Following completion of the Transaction, Penguin Solutions Delaware and its subsidiaries will carry on the business currently carried on by Penguin Solutions Cayman and its subsidiaries (and Penguin Solutions Cayman will be a subsidiary of Penguin Solutions Delaware).

Penguin Solutions Delaware’s amended and restated certificate of incorporation will authorize 200,000,000 shares of common stock, $0.03 par value per share, and 30,000,000 shares of preferred stock, $0.03 par value per share.

Common Stock

Voting Rights

Penguin Solutions Delaware common stock will be entitled to one vote per share. Penguin Solutions Delaware stockholders will not be entitled to cumulative voting for the election of directors. As a result, subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors, at a duly called or convened meeting of stockholders at which a quorum is present, a plurality of the votes cast will be able to elect all of the directors then standing for election.

Conversion Rights

Shares of Penguin Solutions Delaware common stock are not convertible into any other security.

Dividends

Subject to preferences that may be applicable to any then outstanding preferred shares, holders of Penguin Solutions Delaware common stock will be entitled to receive dividends, if any, as may be declared from time to time by the Penguin Solutions Delaware Board out of legally available funds. Dividends may be paid in cash, in property or in shares of Penguin Solutions Delaware’s capital stock. Declaration and payment of any dividend will be subject to the discretion of the Penguin Solutions Delaware Board. The time and amount of dividends will

be dependent upon our results of operations, financial condition, contractual restrictions and capital requirements, the provisions of Delaware law affecting the payment of distributions to stockholders and any other factors the Penguin Solutions Delaware Board may consider relevant.

Liquidation

In the event of Penguin Solutions Delaware’s liquidation, dissolution or winding up, holders of Penguin Solutions Delaware common stock will be entitled to share ratably in the funds and net assets legally available for distribution to stockholders after the payment of all of Penguin Solutions Delaware’s debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock, including, if applicable, the Penguin Solutions Delaware convertible preferred stock.

Pre-Emptive, Redemption and Similar Rights

Holders of shares of Penguin Solutions Delaware common stock will not have pre-emptive, subscription, or redemption rights. There will be no redemption or sinking fund provisions applicable to Penguin Solutions Delaware’s common stock.

Fully Paid and Non-Assessable

All of the outstanding Penguin Solutions Delaware common stock will be fully paid and non-assessable.

Preferred Stock

General

The Penguin Solutions Delaware amended and restated certificate of incorporation will authorize the Penguin Solutions Delaware Board to issue preferred stock in one or more series and to determine the preferences, limitations and relative rights of any shares of preferred stock that it shall choose to issue, without vote or action by the stockholders. Pursuant to this authority, the Penguin Solutions Delaware Board will create a series of 200,000 shares of preferred stock of Penguin Solutions Delaware having a par value of $0.03 per share, designated as convertible preferred stock, which will have the rights, preferences, powers, privileges, designations and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences provided for under Delaware law and the Certificate of Designation.

Penguin Solutions Delaware Convertible Preferred Stock

This section describes the rights of the Penguin Solutions Delaware convertible preferred stock as set forth in the Certificate of Designation which is attached to this proxy statement as Annex E. Subject to certain protective provisions set forth in the Certificate of Designation, the Penguin Solutions Delaware Board may authorize the issuance and sale of additional shares of preferred stock of Penguin Solutions Delaware from time to time, including shares of Penguin Solutions Delaware convertible preferred stock. Holders of Penguin Solutions Delaware convertible preferred stock will not have preemptive rights, which means they will have no right under the Penguin Solutions Delaware amended and restated certificate of incorporation, Penguin Solutions Delaware amended and restated bylaws, or Delaware law to acquire any additional Penguin Solutions Delaware convertible preferred stock that may be issued by Penguin Solutions Delaware at a subsequent date. Such holders may, however, withhold their consent to the issuance of such additional shares in accordance with the terms of the Certificate of Designation.

Ranking

Penguin Solutions Delaware convertible preferred stock will rank, with respect to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of Penguin Solutions Delaware’s affairs;

•

senior to all classes or series of Penguin Solutions Delaware common stock and all classes or series of Penguin Solutions Delaware capital stock now or hereafter authorized, issued or outstanding expressly designated as ranking junior to shares of Penguin Solutions Delaware convertible preferred stock;

•

on parity with any other class or series of Penguin Solutions Delaware capital stock expressly designated as ranking on parity with shares of Penguin Solutions Delaware convertible preferred stock; and

•

junior to any other class or series of Penguin Solutions Delaware capital stock expressly designated as ranking senior to Penguin Solutions Delaware convertible preferred stock, none of which exists on the date hereof.

The term “capital stock” does not include convertible or exchangeable debt securities. Shares of Penguin Solutions Delaware convertible preferred stock will also rank junior in right of payment to our other existing and future debt obligations.

Dividends

Subject to the preferential rights of the holders of any class or series of Penguin Solutions Delaware capital stock ranking senior to shares of Penguin Solutions Delaware convertible preferred stock with respect to dividend rights, holders of shares of Penguin Solutions Delaware convertible preferred stock will be entitled to receive, when, as and if authorized by the Penguin Solutions Delaware Board and declared by Penguin Solutions Delaware, out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 6.000% per annum on the sum of (i) the original issue price thereof, plus (ii) any compound dividends thereon. No dividend may be declared by the Penguin Solutions Delaware Board in respect of the shares of Penguin Solutions Delaware convertible preferred stock unless paid immediately in cash.

Dividends on shares of Penguin Solutions Delaware convertible preferred stock will accrue daily and, assuming the Transaction is completed on the Completion Date, will be cumulative from and after the Completion Date and will be payable in cash quarterly in arrears on or about the 15^th day of February, May, August and November of each year commencing on August 15, 2025 (each, a “Dividend Payment Date”); provided, however, that if such day is not a business day, then the dividend may be paid on the next succeeding business day. The term “business day” means each day on which commercial banking institutions in New York, New York, San Jose, California, and Seoul, the Republic of Korea are open for business.

The amount of any dividend payable on shares of Penguin Solutions Delaware convertible preferred stock for each dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. A “dividend period” is, other than in the case of the initial dividend period, the respective period commencing on and including each Dividend Payment Date and ending on, and including, the calendar day preceding the next Dividend Payment Date. Assuming the Transaction is completed on the Completion Date, the initial dividend period will commence on the Completion Date and will conclude on August 14, 2025. An amount equal to the accrued but unpaid dividends owed to former holders of Penguin Solutions Cayman convertible preferred shares prior to the Completion Date will be added to the amount of the dividend paid on the initial dividend payment date. Dividends will be payable to holders of record of shares of Penguin Solutions Delaware convertible preferred stock as they appear in the Penguin Solutions Delaware stock records at the close of business on the applicable record date, which will be February 1, May 1, August 1 and November 1, or such other record date designated by the Penguin Solutions Delaware Board as the record date for the payment of dividends that does not precede the date upon which the resolution fixing such date is adopted and is not more than 60 days prior to the applicable Dividend Payment Date.

Dividends on shares of Penguin Solutions Delaware convertible preferred stock will accrue whether or not:

•

there are funds legally available for the payment of those dividends; or

•

those dividends are authorized or declared.

Without the prior written consent of the holders of at least two-thirds (2/3rds) of the then-outstanding shares of Penguin Solutions Delaware convertible preferred stock, Penguin Solutions Delaware will not be permitted to

declare or pay any dividend on any shares of Penguin Solutions Delaware other than shares of Penguin Solutions Delaware convertible preferred stock.

The foregoing sentence, however, will not prohibit (i) dividends on shares of Penguin Solutions Delaware common stock paid solely in additional shares of Penguin Solutions Delaware common stock (provided that holders of shares of Penguin Solutions Delaware convertible preferred stock participate in such dividends on an as-converted basis) or (ii) payment of cash in lieu of fractional shares issued upon conversion of options or convertible securities.

Access to the funds necessary to make dividends or other distributions to our stockholders, or to redeem or repurchase shares of Penguin Solutions Delaware capital stock, including shares of Penguin Solutions Delaware convertible preferred stock, will be subject to the limitations contained in our Credit Agreement. Consequently, our capacity to take any of these actions may be subject to dollar caps or may only be permissible if we are below leverage ratio thresholds. Our capacity for such transactions may be further reduced during the continuance of certain events of default under the Credit Agreement. In addition, in the event of a default under the Credit Agreement, Penguin Solutions Cayman would be unable to borrow under the revolving credit facilities and any amounts it had borrowed thereunder could become immediately due and payable. The agreements governing Penguin Solutions Delaware’s future debt instruments may also include restrictions on its ability to pay dividends to holders or make redemptions of shares of Penguin Solutions Delaware convertible preferred stock.

Liquidation Preference

Upon any voluntary or involuntary liquidation, dissolution or winding up of Penguin Solutions Delaware’s affairs, before any distribution or payment will be made to holders of Penguin Solutions Delaware common stock or any other class or series of Penguin Solutions Delaware capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, junior to Penguin Solutions Delaware convertible preferred stock, the holders of shares of Penguin Solutions Delaware convertible preferred stock will be entitled to be paid out of Penguin Solutions Delaware’s assets legally available for distribution to stockholders, after payment of or provision for Penguin Solutions Delaware’s debts and other liabilities (including any class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, senior to shares of Penguin Solutions Delaware convertible preferred stock), a liquidation preference of the greater of (a) the amount such holder would receive had such holder converted their shares of Penguin Solutions Delaware convertible preferred stock to shares of Penguin Solutions Delaware common stock at the Conversion Price immediately prior to such voluntary or involuntary liquidation, dissolution or winding up and (b) such holder’s Liquidation Preference (as defined in the Certificate of Designation). If, upon Penguin Solutions Delaware’s voluntary or involuntary liquidation, dissolution or winding up, its available assets are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Penguin Solutions Delaware convertible preferred stock and the corresponding amounts payable on all shares of each other class or series of Penguin Solutions Delaware capital stock ranking, as to rights upon voluntary or involuntary liquidation, dissolution or winding up, on parity with shares of Penguin Solutions Delaware convertible preferred stock in the distribution of assets, then holders of shares of Penguin Solutions Delaware convertible preferred stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with shares of Penguin Solutions Delaware convertible preferred stock will share ratably in any distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.

Holders of shares of Penguin Solutions Delaware convertible preferred stock will be entitled to written notice of any distribution in connection with any voluntary or involuntary liquidation, dissolution or winding up of Penguin Solutions Delaware’s affairs not less than 10 days prior to the voluntary or involuntary liquidation, dissolution or winding up. After payment of the full amount of the liquidating distributions to which they are entitled, holders of shares of Penguin Solutions Delaware convertible preferred stock will have no right or claim

to any of Penguin Solutions Delaware’s remaining assets. Each of (a) any transaction (or series of related transactions) following which the pre-transaction stockholders of Penguin Solutions Delaware no longer hold equity securities representing at least a majority of the voting power to elect the Penguin Solutions Delaware Board and (b) the sale, lease, exclusive license, or other disposition of all or substantially all the assets of Penguin Solutions Delaware and its subsidiaries, whether by purchase, and sale, merger, consolidation, or otherwise, will be deemed to constitute a liquidation, dissolution or winding up of Penguin Solutions Delaware’s affairs unless the holders of at least two-thirds (2/3rds) of the then outstanding shares of Penguin Solutions Delaware convertible preferred stock elect otherwise by written notice sent to Penguin Solutions Delaware at least 5 days prior to the effective date of any such event.

Redemption Right

Beginning on December 13, 2029 and provided that all authorizations or approvals necessary to enable holders of Penguin Solutions Delaware convertible preferred stock to convert such shares into Penguin Solutions Delaware common stock, and for such holders to own such shares of Penguin Solutions Delaware common stock, have been obtained, Penguin Solutions Delaware may, at its option, if Penguin Solutions Delaware has funds legally available for the purpose of redemption, upon not fewer than 30 and not more than 60 days’ prior written notice, redeem all (and not less than all) outstanding shares of Penguin Solutions Delaware convertible preferred stock, at any time or from time to time, for cash at a redemption price of the Accumulated Stated Value (as defined in the Certificate of Designation), together with all accrued and unpaid dividends (whether or not declared) to the date of redemption, without interest, to the extent such accrued and unpaid dividends are not Compounded Dividends as of such time. Penguin Solutions Delaware will deliver notices of redemption not less than 30 nor more than 60 days prior to the redemption date. In addition to any information required by law or by the applicable rules of any exchange upon which Penguin Solutions Delaware convertible preferred stock may be listed or admitted to trading, each notice will state:

•

the redemption date;

•

the redemption price;

•

the Conversion Price (as defined below); and

•

that Penguin Solutions Delaware will redeem all shares of Penguin Solutions Delaware convertible preferred stock on the redemption date.

All shares of Penguin Solutions Delaware convertible preferred stock that are so redeemed will be automatically and immediately cancelled and retired and may not be reissued, sold or transferred.

Notwithstanding receipt of a redemption notice, each holder of Penguin Solutions Delaware convertible preferred stock shall have the ability to convert such holder’s Penguin Solutions Delaware convertible preferred stock into Penguin Solutions Delaware common stock based on the then-applicable Conversion Price prior to the redemption date.

Our Credit Agreement will contain limitations on our capacity to obtain cash from our subsidiaries to repurchase any shares of Penguin Solutions Delaware capital stock, subject to certain conditions set forth in the Credit Agreement.

Voluntary Conversion

At any time and from time to time, each holder of Penguin Solutions Delaware convertible preferred stock will have the right to convert any number or all of the Penguin Solutions Delaware convertible preferred stock held by such holder into Penguin Solutions Delaware common stock.

To effect such a voluntary conversion, a holder of Penguin Solutions Delaware convertible preferred stock must provide written notice to Penguin Solutions Delaware’s transfer agent indicating the number of Penguin

Solutions Delaware convertible preferred stock they wish to convert and, if applicable, any event on which such conversion is contingent. This notice must include the holder’s name or the names of any nominees in whose name the shares of Penguin Solutions Delaware common stock are to be issued. The conversion is effective at the close of business on the day the notice is received by the transfer agent, or once all contingent events (if any) have occurred, whichever is later, and at such time the shares of Penguin Solutions Delaware common stock issuable upon such conversion are deemed to be outstanding. Penguin Solutions Delaware will then register the holder or their nominees as the official holders of the full number of shares of Penguin Solutions Delaware common stock issued upon conversion and will pay cash for any fractional shares that would otherwise be issued, as described below.

The number of shares of Penguin Solutions Delaware common stock into which each share Penguin Solutions Delaware convertible preferred stock will be convertible is equal to the quotient obtained by dividing (i) the product of (a) the number of shares of Penguin Solutions Delaware convertible preferred stock to be converted multiplied by (b) the sum of (1) the Accumulated Stated Value (as defined in the Certificate of Designation) and (2) accumulated Compounded Dividends (as defined in the Certificate of Designation), and (3) all accrued and unpaid dividends (whether or not declared) up to but excluding the date of conversion, by (ii) the Conversion Price in effect at the time of conversion. The “Conversion Price” will initially equal $32.80784 per share and is subject to adjustment as described below.

The Conversion Price will be subject to pro rata adjustments for any subdivisions of the outstanding shares of Penguin Solutions Delaware common stock, combination or consolidation of the outstanding shares of Penguin Solutions Delaware common stock, dividends or other distributions payable in shares of Penguin Solutions Delaware common stock to holders of Penguin Solutions Delaware common stock as follows:

•

if Penguin Solutions Delaware effects a subdivision of the outstanding shares of Penguin Solutions Delaware common stock, the Conversion Price in effect immediately before the subdivision shall be proportionately decreased such that the number of shares of Penguin Solutions Delaware common stock issuable upon conversion of each shares of Penguin Solutions Delaware convertible preferred stock increases in proportion to the increase in the total number of shares of Penguin Solutions Delaware common stock outstanding;

•

if Penguin Solutions Delaware combines or consolidates the outstanding shares of Penguin Solutions Delaware common stock, the Conversion Price in effect immediately before the combination or consolidation shall be proportionately increased such that the number of shares of Penguin Solutions Delaware common stock issuable upon conversion of each share of Penguin Solutions Delaware convertible preferred stock decreases in proportion to the decrease in the total number of shares of Penguin Solutions Delaware common stock outstanding; and

•

if Penguin Solutions Delaware makes or issues, or fixes a record date for, a dividend or other distribution payable in shares of Penguin Solutions Delaware common stock to holders of shares of Penguin Solutions Delaware common stock, the Conversion Price shall be adjusted by multiplying the Conversion Price in effect immediately before such event by a fraction, the numerator of which is the total number of shares of Penguin Solutions Delaware common stock outstanding immediately prior to such event, and the denominator of which is the sum of (a) the total number of shares of Penguin Solutions Delaware common stock outstanding immediately prior to such event plus (b) the number of shares of Penguin Solutions Delaware common stock issuable in payment of such dividend or distribution.

Mandatory Conversion

Effective as of the Mandatory Conversion Time (as defined below) and provided that the Mandatory Conversion Conditions (as defined below) have been satisfied, Penguin Solutions Delaware shall be entitled to require all (but not less than all) outstanding Penguin Solutions Delaware convertible preferred stock to be

converted into Penguin Solutions Delaware common stock at the Conversion Price in effect immediately prior to such conversion.

The “Mandatory Conversion Time” means a date following December 13, 2026 upon which the daily volume weighted average price of Penguin Solutions Delaware common stock on each day of any 15 consecutive trading day period following December 13, 2026 (ending on the trading day immediately prior to delivery of a Mandatory Conversion Notice) equals or exceeds 150% of the Conversion Price.

The “Mandatory Conversion Conditions” are as follows: (i) all authorizations or approvals necessary to enable holders of Penguin Solutions Delaware convertible preferred stock to convert such shares into Penguin Solutions Delaware common stock, and for such holders to own such shares of Penguin Solutions Delaware common stock, have been obtained, (ii) an effective shelf registration statement covers the resale of Penguin Solutions Delaware common stock issued upon conversion and (iii) such Penguin Solutions Delaware common stock are listed on Nasdaq or, in certain scenarios, the New York Stock Exchange or both such exchanges.

Penguin Solutions Delaware shall provide written notice of a mandatory conversion (a “Mandatory Conversion Notice”) no later than 10 business days following the Mandatory Conversion Time. The Mandatory Conversion Notice must state:

•

that Penguin Solutions Delaware has exercised its mandatory conversion right;

•

the date of the Mandatory Conversion Time and the date for settlement of such mandatory conversion;

•

the Conversion Price at the Mandatory Conversion Time; and

•

a certification that all authorizations or approvals necessary to enable holders of Penguin Solutions Delaware convertible preferred stock to convert such shares into Penguin Solutions Delaware common stock, and for such holders to own such shares of Penguin Solutions Delaware common stock, have been obtained.

As soon as practicable following the Mandatory Conversion Notice, Penguin Solutions Delaware will register the Penguin Solutions Delaware common stock due upon conversion to each holder or their respective nominee(s) and deliver to such holders cash in lieu of fractional shares otherwise issuable upon such conversion. Penguin Solutions Delaware cannot exercise its mandatory conversion right in respect of any Penguin Solutions Delaware convertible preferred stock as to which a redemption notice has been duly delivered.

No Maturity, Sinking Fund or Mandatory Redemption

Penguin Solutions Delaware convertible preferred stock will have no maturity date and Penguin Solutions Delaware will not be required to redeem Penguin Solutions Delaware convertible preferred stock at any time. Accordingly, Penguin Solutions Delaware convertible preferred stock will remain outstanding indefinitely, unless Penguin Solutions Delaware decides, at its option, to exercise its redemption right or mandatory conversion right, or holders of Penguin Solutions Delaware convertible preferred stock exercise their voluntary conversion right. Shares of Penguin Solutions Delaware convertible preferred stock will not be subject to any sinking fund.

Voting Rights

Holders of Penguin Solutions Delaware convertible preferred stock will have the voting rights set forth in the Certificate of Designation relating to such shares and attached to this proxy statement as Annex E.

Except as prohibited by applicable law, each holder of Penguin Solutions Delaware convertible preferred stock will be entitled to (i) vote as a single class with the holders of Penguin Solutions Delaware common stock on all matters submitted for a vote of holders of Penguin Solutions Delaware common stock, (ii) in connection

with such vote, vote a number of votes equal to the largest number of whole Penguin Solutions Delaware common stock in which all Penguin Solutions Delaware convertible preferred stock held of record by such holder could then have been converted pursuant to the conversion procedures described above at the applicable record date for such vote or, absent such a record date, at the date such vote is taken, and (iii) receive notice of and attend all stockholders’ meetings (or receive notice of proposed action by written resolutions and the right to provide or withhold consent) and receive copies of all notices and other materials sent by Penguin Solutions Delaware to its holders of Penguin Solutions Delaware common stock relating to such meetings.

For so long as SK Telecom Co., Ltd. (“SKT”) or its subsidiaries or affiliates together beneficially own Penguin Solutions Delaware convertible preferred stock (and Penguin Solutions Delaware common stock issued with respect thereto) representing at least 5% of Penguin Solutions Delaware common stock then outstanding, calculated on a fully-diluted basis (such period, the “Director Period”), SKT and its affiliates that hold Penguin Solutions Delaware convertible preferred stock, acting together, may nominate to be elected or appointed to the Penguin Solutions Delaware Board: (i) one director, if the total number of directors is 11 or fewer, and (ii) two directors, if the total number of directors is 12 or greater (any such director, an “Investor Designee”), provided that each such director meets customary qualification requirements and is reasonably acceptable to the Penguin Solutions Delaware Board at the time of his or her designation. The rights of SKT and its affiliates with respect to the Investor Designees may not be transferable to a third party without Penguin Solutions Delaware’s prior written consent.

During the Director Period (i) the Penguin Solutions Delaware Board shall nominate the Investor Designee(s) or their designated successors for appointment or re-appointment at the applicable stockholder meetings and use commercially reasonable efforts to cause such Investor Designees to be appointed or re-appointed, (ii) Penguin Solutions Delaware shall use reasonable best efforts to cause the appointment of each Investor Designee, including voting all unrestricted proxies in their favor and recommending approval of their appointment, and (iii) neither Penguin Solutions Delaware nor the Penguin Solutions Delaware Board will decrease the size of the Penguin Solutions Delaware Board if such decrease would require an Investor Designee to resign.

If an Investor Designee resigns, is removed, or otherwise vacates his or her office as a director during the Director Period, SKT and its affiliates that hold Penguin Solutions Delaware convertible preferred stock, acting together, will have the right to select a replacement Investor Designee subject to the requirements set forth above. Subject to compliance with the foregoing sentence, the Penguin Solutions Delaware Board will be required to appoint such replacement to serve the remaining term of the departing Investor Designee within 20 days following receipt of such replacement’s name and relevant background information.

In addition, so long as any shares of Penguin Solutions Delaware convertible preferred stock remain outstanding, Penguin Solutions Delaware will not, without the prior written consent or affirmative vote of the holders of at least two-thirds (2/3rds) of the then-outstanding Penguin Solutions Delaware convertible preferred stock:

•

amend, alter or repeal any provision of the Penguin Solutions Delaware amended and restated certificate of incorporation (or any certificate of designation relating to any series of preferred stock), as then in effect, in a manner adverse to the powers, rights, preferences, restrictions or privileges of the Penguin Solutions Delaware convertible preferred stock;

•

(i) issue Penguin Solutions Delaware convertible preferred stock (or securities convertible into or exercisable or exchangeable therefore); (ii) increase the authorized number of Penguin Solutions Delaware convertible preferred stock; (iii) reclassify any Penguin Solutions Delaware common stock or preferred stock to give such shares priority as to dividends, assets, or property superior to any existing series of preferred stock; or (iv) create, authorize, increase the authorized amount of, or issue (A) any class or series of shares that have, or any security convertible into or exercisable or exchangeable for any class or series of shares where the underlying shares have, rights, preferences or privileges that are

senior to, superior to, or on parity, in any respect, with the Penguin Solutions Delaware convertible preferred stock (other than solely because the Penguin Solutions Delaware convertible preferred stock vote with or participate in dividends and distributions with Penguin Solutions Delaware common stock on an as-converted basis) or (B) any class or series of shares that provide for, or any security convertible into or exercisable or exchangeable for any class or series of shares where the underlying shares provide for, mandatory redemption or repurchase of such shares by Penguin Solutions Delaware (other than conversion of such shares into Penguin Solutions Delaware common stock deemed to be a repurchase of such converted shares); or

•

(i) declare or pay any dividend on, (ii) purchase, redeem or otherwise acquire, or (iii) otherwise make any distribution with respect to, any shares of Penguin Solutions Delaware (other than Penguin Solutions Delaware convertible preferred stock), except for dividends on Penguin Solutions Delaware common stock paid solely in additional Penguin Solutions Delaware common stock (provided, that the Penguin Solutions Delaware convertible preferred stock participate in such dividend on an as-converted basis); provided that no such consent shall be required for (x) purchases, redemptions, repurchases or other acquisitions of shares of Penguin Solutions Delaware common stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, managers or consultants of or to Penguin Solutions Delaware or its subsidiaries, (y) repurchases of Penguin Solutions Delaware common stock in cash provided the amount paid by Penguin Solutions Delaware therefor does not exceed $20 million during any twelve month period; or (z) payment of cash in lieu of fractional shares issued upon conversion of options or convertible securities.

Notwithstanding any provisions to the contrary in the Penguin Solutions Delaware amended and restated certificate of incorporation or amended and restated bylaws, the holders of shares of Penguin Solutions Delaware convertible preferred stock will be permitted to act by written consent.

In addition, for so long as SKT or its subsidiaries or affiliates together beneficially own Penguin Solutions Delaware convertible preferred stock (or Penguin Solutions Delaware common stock issued with respect thereto) representing at least 7.5% of the issued and outstanding shares of Penguin Solutions Delaware common stock, calculated on a fully-diluted basis, Penguin Solutions Delaware shall not, without the prior written consent or waiver of SKT or such subsidiaries or affiliates or the approval of the Penguin Solutions Delaware Board (including the vote or consent of each Investor Designee), incur, assume or otherwise become liable for Indebtedness (as defined in the Certificate of Designation) if, as a result thereof, the Total Leverage Ratio (as defined in the Certificate of Designation) would exceed 5.00 to 1.00 as of the last day of any fiscal quarter of Penguin Solutions Delaware.

Listing

We will not seek to list the Penguin Solutions Delaware convertible preferred stock in connection with the Transaction.

Book-Entry Procedures

Penguin Solutions Delaware convertible preferred stock will only be issued via book-entry to the applicable account(s) registered in the name of the holders thereof.

Annual Stockholder Meetings

Penguin Solutions Delaware’s amended and restated bylaws will provide that annual stockholder meetings will be held at a date, place (if any) and time, as exclusively selected by the Penguin Solutions Delaware Board. To the extent permitted under applicable law, Penguin Solutions Delaware may, but is not obligated to, conduct meetings by remote communications, including by webcast.

Stock Exchange Listing

We will submit a notification form with Nasdaq and expect that, upon the consummation of the Transaction, the Penguin Solutions Delaware common stock will be listed on Nasdaq under the symbol “PENG,” the same symbol under which Penguin Solutions Cayman ordinary shares are currently listed.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock will be Computershare Trust Company, N.A. The transfer agent and registrar’s address is 250 Royall Street, Canton, Massachusetts 02021.

Anti-Takeover Effects of Provisions of the Penguin Solutions Delaware Certificate of Incorporation and Bylaws and Delaware Law

The DGCL contains and Penguin Solutions Delaware’s amended and restated certificate of incorporation and amended and restated bylaws will contain provisions that may delay, defer, or discourage another party from acquiring control of Penguin Solutions Delaware. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of Penguin Solutions Delaware to first negotiate with the Penguin Solutions Delaware Board, which we believe may result in an improvement of the terms of any such acquisition in favor of Penguin Solutions Delaware stockholders. However, they will also give the Penguin Solutions Delaware Board the power to discourage acquisitions that some stockholders may favor. Please see “Risk Factors.” These provisions will replace and substitute applicable Cayman Islands law and it cannot be predicted whether they will make an acquisition more or less likely compared to those provisions.

Delaware Anti-Takeover Statute

Penguin will be subject to Section 203 of the DGCL, which prohibits persons deemed “interested stockholders” from engaging in a “business combination” with a publicly-held Delaware corporation for three years following the date these persons become interested stockholders unless the business combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status did own, 15% or more of the voting power of a corporation’s voting stock and a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the Penguin Solutions Delaware Board, such as discouraging takeover attempts that might result in a premium over the market price of the Penguin Solutions Delaware common stock.

Undesignated Preferred Stock

The ability to issue undesignated preferred stock will make it possible for the Penguin Solutions Delaware Board to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of Penguin Solutions Delaware. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of Penguin Solutions Delaware.

Stockholder Action and Special Stockholder Meetings

Penguin Solutions Delaware’s amended and restated certificate of incorporation will provide that except as otherwise provided in the amended and restated certificate of incorporation or in the applicable certificate of designation related to any series of preferred stock (including the Penguin Solutions Delaware convertible preferred stock) any action required or permitted to be taken by its stockholders must be effected at a duly called

annual or special meeting of its stockholders and may not be effected by any consent in writing by its stockholders. Penguin Solutions Delaware’s amended and restated certificate of incorporation will further provide, subject to the special rights of the holders of one or more outstanding series of preferred stock (including the holders of Penguin Solutions Delaware convertible preferred stock), that special meetings of its stockholders may be called only by or at the direction of the Penguin Solutions Delaware Board, the Chairperson of the Penguin Solutions Delaware Board or Penguin Solutions Delaware’s Chief Executive Officer or President, thus prohibiting a stockholder (in his, her or its capacity as a stockholder) from calling a special meeting. These provisions might delay the ability of Penguin Solutions Delaware stockholders to force consideration of a proposal or for stockholders to take any action, including the removal of directors.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Penguin Solutions Delaware’s amended and restated bylaws will provide advance notice procedures for stockholders seeking to bring business before Penguin Solutions Delaware’s annual meeting of stockholders or to nominate candidates for election as directors at Penguin Solutions Delaware’s annual meeting of stockholders. Penguin Solutions Delaware’s amended and restated bylaws will also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude Penguin Solutions Delaware stockholders from bringing matters before the annual meeting of stockholders or from making nominations for directors at the annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions might also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Penguin Solutions Delaware.

Supermajority Requirements for Certain Amendments of Penguin Solutions Delaware’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Certain amendments to Penguin Solutions Delaware’s amended and restated certificate of incorporation will require the approval of 66-2/3% of the voting power of all then-outstanding shares of Penguin Solutions Delaware entitled to vote thereon, voting together as a single class.

Composition of the Board of Directors; Election and Removal of Directors; Filling Vacancies

The Penguin Solutions Delaware Board will determine from time to time by resolution the total number of directors that will constitute the whole board of directors. Subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors (including the Penguin Solutions Delaware convertible preferred stock), in any election of directors at a duly called or convened meeting of stockholders at which a quorum is present, a director nominee for the Penguin Solutions Delaware Board will be elected by the affirmative vote of a plurality of the votes cast with respect to such director. An incumbent director who is nominated for an election and fails to receive a plurality of the votes present and voting for such director’s re-election would be expected to tender their resignation to Penguin Solutions Delaware.

Subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors (including the holders of Penguin Solutions Delaware convertible preferred stock), the directors of Penguin Solutions Delaware shall be divided into three staggered classes, with each director assigned into one of the three classes and the directors in each such class serving initial terms expiring at the first, second, and third annual meetings of stockholders following the Completion Date, respectively, and subsequent terms expiring at the annual meeting of stockholders in the third year following the year of such directors’ respective elections. Additionally, subject to maintaining certain ownership thresholds, the holders of Penguin Solutions Delaware convertible preferred stock will have the right to nominate one director to the Penguin Solutions Delaware Board if the total number of directors of Penguin Solutions Delaware is eleven or less, and two directors if the total number of directors of Penguin Solutions Delaware is twelve or more.

The division of the Penguin Solutions Delaware Board into three classes with staggered three-year terms may delay or prevent stockholder efforts to effect a change of our management or a change in control. We expect

that additional directorships resulting from an increase in the number of directors, if any, will be distributed among the three classes so that, as nearly as possible, each class shall consist of one third of the board of directors.

The amended and restated certificate of incorporation of Penguin Solutions Delaware will provide that, subject to the special rights of the holders of one or more outstanding series of preferred stock (including the Penguin Solutions Delaware convertible preferred stock) to elect directors, the directors of Penguin Solutions Delaware may be removed only for cause and only by the affirmative vote of the holders of at least 66-2/3% of the voting power of all then-outstanding voting stock entitled to vote at an election of directors. Furthermore, subject to (i) the special rights of the holders of one or more outstanding series of preferred stock to elect directors and (ii) the rights of Penguin Solutions Delaware stockholders to fill a vacancy created by the removal of a director at a meeting of stockholders held for that purpose, a majority of the Penguin Solutions Delaware Board will have the exclusive right to appoint a director to fill a vacancy created by the expansion of the Penguin Solutions Delaware Board or the resignation, death or removal of a director. This system of electing and removing directors and filling vacancies may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of Penguin Solutions Delaware, because it generally makes it more difficult for stockholders to replace a majority of the directors.

Choice of Forum

The Penguin Solutions Delaware amended and restated certificate of incorporation will provide that, except for claims for which the U.S. federal courts have jurisdiction, unless Penguin Solutions Delaware consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for: any derivative action, suit or proceeding brought on Penguin Solutions Delaware’s behalf; any action, suit or proceeding asserting a claim of a breach of fiduciary duty; any action, suit or proceeding arising pursuant to the DGCL, its amended and restated certificate of incorporation or amended and restated bylaws; or any action asserting a claim against Penguin Solutions Delaware that is governed by the internal affairs doctrine. Although the Penguin Solutions Delaware amended and restated certificate of incorporation will contain the choice of forum provision described above, it is possible that a court could find that such a provision is inapplicable for a particular claim or action or that such provision is unenforceable.

Limitations of Liability and Indemnification Matters

Penguin Solutions Delaware’s amended and restated certificate of incorporation will provide that Penguin Solutions Delaware shall have the power to provide rights to indemnification and advancement of expenses to, among others, its current and former directors and officers. The DGCL provides that the certificate of incorporation may not eliminate or limit the liability of:

•

a director or officer for any breach of the director or officer’s duty of loyalty to Penguin Solutions Delaware or its stockholders;

•

a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•

a director pursuant to Section 174 of the DGCL;

•

a director or officer for any transaction from which the director or officer derived an improper personal benefit; or

•

an officer in any action by or in the right of Penguin Solutions Delaware.

Penguin Solutions Delaware’s amended and restated bylaws will provide that Penguin Solutions Delaware must indemnify its directors and officers to the fullest extent permitted by law. Penguin Solutions Delaware will also be required to advance certain expenses (including attorneys’ fees) to its directors and officers and is

expressly authorized to carry directors’ and officers’ insurance providing indemnification for its directors and officers for some liabilities. Penguin Solutions Cayman has entered into agreements to indemnify the Penguin Solutions Cayman directors and executive officers and Penguin Solutions Delaware expects to enter into agreements to indemnify the Penguin Solutions Delaware directors and executive officers as determined by the Penguin Solutions Delaware Board. With specified exceptions, these agreements provide for indemnification for related expenses, including, among other things, attorneys’ fees, judgments, fines and settlement amounts actually and reasonably incurred by any of these individuals in any action or proceeding to the fullest extent permitted by applicable law. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. Penguin Solutions Delaware will also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in the Penguin Solutions Delaware amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against Penguin Solutions Delaware directors and officers for any breach of fiduciary duty. They may also reduce the likelihood of derivative litigation against Penguin Solutions Delaware directors and officers, even though an action, if successful, might benefit Penguin Solutions Delaware and its stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent that Penguin Solutions Delaware pays the costs of settlement and damages.

Investor Agreement

In connection with the Scheme of Arrangement, we expect that the existing Investor Agreement (the “Investor Agreement”), dated December 13, 2024, by and between Penguin Solutions Cayman and Astra AI Infra LLC, a Delaware limited liability company and wholly-owned subsidiary of SKT (generally referenced together with SKT and its subsidiaries and affiliates in this subsection as “SKT” for convenience) providing for certain rights and restrictions relating to SKT’s investment in Penguin Solutions Cayman’s convertible preferred shares will be amended and assumed by Penguin Solutions Delaware such that the existing rights and restrictions will apply in respect of SKT’s holdings of Penguin Solutions Delaware convertible preferred stock following consummation of the Transaction.

Standstill

The Investor Agreement contains a standstill restriction that we expect, subject to certain exceptions, will, following the assumption of the Investor Agreement by Penguin Solutions Delaware, restrict SKT and its affiliates from acquiring additional Penguin Solutions Delaware common stock or other securities exercisable into Penguin Solutions Delaware common stock, making tender offers or similar offers for shares of Penguin Solutions Delaware common stock, or engaging in certain other activities that could lead to a change of control of Penguin Solutions Delaware, in each case without the approval of Penguin Solutions Delaware or the Penguin Solutions Delaware Board. The standstill will remain in place until the later of (i) December 13, 2025 or (ii) 30 days after no Investor Designee (as defined in the Investor Agreement) serves on the Penguin Solutions Delaware Board.

Restrictions on Transfer

The Investor Agreement contains a “lock-up” period during which we expect, following the assumption of the Investor Agreement by Penguin Solutions Delaware, neither SKT nor its affiliates will be permitted to dispose of their shares of Penguin Solutions Delaware convertible preferred stock or certain shares of Penguin Solutions Delaware common stock acquired by them, in each case without the approval of a majority of the directors of the Penguin Solutions Delaware Board (exclusive of the vote of the director designee of SKT). We expect the initial lock-up term will last until December 13, 2025; certain restrictions on the volume of certain dispositions of shares of Penguin Solutions Delaware convertible preferred stock to certain parties last until December 13, 2026.

Voting Requirements

Pursuant to the voting requirements contained in the Investor Agreement, we expect SKT and its affiliates will be required, following the assumption of the Investor Agreement by Penguin Solutions Delaware, (i) for so long as the standstill is in effect, to vote their shares of Penguin Solutions Delaware convertible preferred stock in accordance with the recommendation of the Penguin Solutions Delaware Board and (ii) for so long as the shares of Penguin Solutions Delaware convertible preferred stock purchased by SKT remain outstanding, to vote such shares of Penguin Solutions Delaware convertible preferred stock in accordance with the recommendation of the Penguin Solutions Delaware Board on all matters for which the shares of Penguin Solutions Delaware convertible preferred stock are entitled to vote as a separate class and for which their prior consent is not required pursuant to the Certificate of Designation.

Investor Designees

The Investor Agreement contains additional terms governing the Investor Designees consistent with those discussed above in “—Voting Rights”.

Participation Rights

We expect the Investor Agreement will provide, following its assumption by Penguin Solutions Delaware, SKT and its affiliates owning Penguin Solutions Delaware convertible preferred stock the right to purchase a portion of certain new securities issued by Penguin Solutions Delaware as required to maintain their ownership of Penguin Solutions Delaware on a fully diluted basis. Such new securities are expected to be made available for purchase by SKT and its affiliates on the same terms and conditions applicable to, and for the same price paid by, the purchaser(s) in such issuance of new securities.

Registration Rights

We expect that the Investor Agreement will provide, following its assumption by Penguin Solutions Delaware, that Penguin Solutions Delaware shall, no later than September 13, 2025, file a shelf registration statement covering, among other things, the resale of Penguin Solutions Delaware common stock issued upon the conversion of SKT’s Penguin Solutions Delaware convertible preferred stock, or certain other securities issued in respect of SKT’s Penguin Solutions Delaware convertible preferred stock. Subject to certain limitations, we anticipate SKT may then deliver take-down notices to Penguin Solutions Delaware indicating that it will sell, pursuant to either an underwritten or non-underwritten offering, certain of the securities covered by the shelf registration statement. We expect that SKT will also be entitled to make certain requests for demand registrations, and will have certain “piggyback” rights to include its registrable securities in certain registration statements filed by Penguin Solutions Delaware.

Information Rights

We expect that the Investor Agreement will provide, following its assumption by Penguin Solutions Delaware, that Penguin Solutions Delaware shall, at SKT’s written request and subject to certain exceptions, give SKT reasonable access to the books, records and financial information relating to the operations of Penguin Solutions Delaware and its subsidiaries, to the extent reasonably requested by SKT in connection with the preparation of SKT’s financial statements or tax returns, or as required in connection with SKT’s compliance with its obligations under applicable laws and regulations relating to foreign exchange transactions.

COMPARISON OF RIGHTS OF CAYMAN ISLANDS SHAREHOLDERS AND DELAWARE STOCKHOLDERS

Your rights as a shareholder of Penguin Solutions Cayman and the powers of the Penguin Solutions Cayman Board are governed by Cayman Islands law and the Penguin Solutions Cayman Articles and the certificate of designation governing the Penguin Solutions Cayman convertible preferred shares (the “Penguin Solutions Cayman Certificate of Designation”). As a result of the Scheme of Arrangement, you will become a stockholder of Penguin Solutions Delaware, and your rights and the powers of the Penguin Solutions Delaware Board will be governed by Delaware law and Penguin Solutions Delaware’s amended and restated certificate of incorporation, the Certificate of Designation and amended and restated bylaws as they will be in effect upon the completion of the Scheme of Arrangement.

Many of the principal attributes of Penguin Solutions Cayman’s shares and Penguin Solutions Delaware’s shares of stock will be substantially the same. However, there are differences between what your rights are under Cayman Islands law and what they will be after the Scheme of Arrangement under Delaware law. In addition, there are differences between the Penguin Solutions Cayman Articles and Penguin Cayman Certificate of Designation and Penguin Solutions Delaware’s amended and restated certificate of incorporation, Certificate of Designation and amended and restated bylaws as they will be in effect after the Scheme of Arrangement, especially as it relates to changes (i) that are required by Delaware law (i.e., certain provisions of the Penguin Solutions Cayman Articles and Penguin Solutions Cayman Certificate of Designation were not replicated in the Penguin Solutions Delaware amended and restated certificate of incorporation, Certificate of Designation and amended and restated bylaws because Delaware law would not permit such replication, and certain provisions were included in the Penguin Solutions Delaware amended and restated certificate of incorporation, Certificate of Designation and amended and restated bylaws although they were not in the Penguin Solutions Cayman Articles or Penguin Solutions Cayman Certificate of Designation because Delaware law requires such provisions to be included in the certificate of incorporation and bylaws of a Delaware corporation or to provide for provisions customarily provided in respect of publicly traded Delaware corporations), or (ii) that are necessary in order to preserve the current rights of shareholders of Penguin Solutions Cayman following the Scheme of Arrangement.

The following discussion is a summary of material changes in your rights resulting from the Scheme of Arrangement. This summary does not cover all of the differences between Cayman Islands law and Delaware law affecting companies and their shareholders or stockholders (as applicable) or all the differences between the Penguin Solutions Cayman Articles and Penguin Solutions Cayman Certificate of Designation, on the one hand, and Penguin Solutions Delaware’s amended and restated certificate of incorporation, Certificate of Designation and amended and restated bylaws, on the other hand. This summary is subject to and qualified in its entirety by the complete text of the relevant provisions of the Cayman Companies Act, the DGCL, the Penguin Solutions Cayman Articles, the Penguin Solutions Cayman Certificate of Designation and Penguin Solutions Delaware’s amended and restated certificate of incorporation, Certificate of Designation and amended and restated bylaws as they will be in effect after the Scheme of Arrangement.

The forms of Penguin Solutions Delaware’s amended and restated certificate of incorporation, Certificate of Designation and amended and restated bylaws as they will be in effect immediately following the Scheme of Arrangement becoming effective are attached as Annex D, E and F, respectively, to this proxy statement and are (or will be) available in electronic form for inspection on Penguin Solutions Cayman’s website at https://www.penguinsolutions.com/ until the conclusion of the Scheme Meeting. Except where otherwise indicated, the discussion of Penguin Solutions Delaware below reflects Penguin Solutions Delaware’s amended and restated certificate of incorporation, Certificate of Designation and amended and restated bylaws as those documents are expected to be in effect immediately following the Scheme of Arrangement becoming effective.

Provisions

Penguin Solutions Delaware

Penguin Solutions Cayman

Authorized Capital Stock
or Share Capital

Penguin Solutions Delaware’s amended and restated certificate of incorporation will authorize 230,000,000 shares of capital stock, consisting of (a) 200,000,000 shares of common stock, par value $0.03 per share and (b) 30,000,000 shares of preferred stock, par value $0.03 per share.

Under Penguin Solutions Delaware’s amended and restated certificate of incorporation and subject to any additional requirements under the Certificate of Designation, the number of authorized shares of Penguin Solutions Delaware common stock and shares of Penguin Solutions Delaware convertible preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding plus, in the case of the common stock, the number of shares of common stock required to be reserved for the conversion of shares of Penguin Solutions Delaware convertible preferred stock) by the affirmative vote of the holders of a majority of the capital stock of Penguin Solutions Delaware entitled to vote. Under Delaware law, the number of authorized shares of Penguin Solutions Delaware common stock may alternatively be increased or decreased by an amendment to Penguin Solutions Delaware’s amended and restated certificate of incorporation if (i) at a stockholders meeting called to consider such amendment, a vote of the stockholders entitled to vote thereon, voting as a single class, is taken with respect to the proposed amendment, and the votes in favor exceed the votes against such amendment and (ii) Penguin Solutions Delaware satisfies the listing requirements of the national securities exchange on which the shares of common stock are listed following such amendment.

The Certificate of Designation will provide the Penguin Solutions Delaware Board with substantially the

Penguin Solutions Cayman is authorized to issue up to a maximum of 230,000,000 shares with a par value of $0.03 each, divided into the following classes: 200,000,000 ordinary shares of a nominal or par value of $0.03 each and 30,000,000 preferred shares of a nominal or par value of $0.03 each, whereby 200,000 of such preferred shares have been designated as convertible preferred shares.

Penguin Solutions Cayman has the authority, pursuant to the Penguin Solutions Cayman Articles, to increase its authorized but unissued share capital by ordinary resolution by creating additional Penguin Solutions Cayman shares of any class or series. An ordinary resolution of Penguin Solutions Cayman at a general meeting requires (i) a simple majority of the votes cast by shareholders in person or, where proxies are allowed, by proxy at a general meeting or (ii) the written consent of all shareholders entitled to vote at such general meeting.

Pursuant to the Penguin Solutions Cayman Certificate of Designation, the Penguin Solutions Cayman Board has the authority to increase or decrease the number of authorized convertible preferred shares of Penguin Solutions Cayman with the prior written consent of the holders of at least two-thirds (2/3rds) of the then outstanding convertible preferred shares; provided that the number of authorized convertible preferred shares may not (i) exceed the total number of authorized shares of the class or (ii) be less than the number of shares of the series then issued and outstanding.


Provisions	Penguin Solutions Delaware	Penguin Solutions Cayman
	same authority, subject to substantially the same stockholder approval requirements, to increase or decrease the number of authorized shares of convertible preferred stock as currently provided under the Penguin Solutions Cayman Articles with respect to the convertible preferred shares of Penguin Solutions Cayman.

Outstanding Capital Stock or Share Capital	Shares of Penguin Solutions Delaware common stock and shares of Penguin Solutions Delaware convertible preferred stock will be issued in the Scheme of Arrangement. Holders of shares of Penguin Solutions Delaware common stock and shares of Penguin Solutions Delaware convertible preferred stock will be entitled to all of the respective rights and obligations provided to such holders under the DGCL, Penguin Solutions Delaware’s amended and restated certificate of incorporation, Penguin Solutions Delaware’s amended and restated bylaws and, in the case of shares of Penguin Solutions Delaware convertible preferred stock, the Certificate of Designation. Assuming the Transaction had become effective as of the Voting Record Time, there would be 52,800,546 shares of Penguin Solutions Delaware common stock outstanding and 200,000 shares of Penguin Solutions Delaware convertible preferred stock outstanding.	As of the Voting Record Time, Penguin Solutions Cayman has 52,800,546 ordinary shares outstanding and 200,000 convertible preferred shares outstanding. The shares within each class have identical rights in all respects and rank equally with the other shares in the same class and have the respective rights under Cayman Islands law, the Penguin Solutions Cayman Articles and the Penguin Solutions Cayman Certificate of Designation, as the case may be.

Designation of Preferred Stock	Penguin Solutions Delaware’s amended and restated certificate of incorporation will authorize the Penguin Solutions Delaware Board to issue shares of preferred stock in one (1) or more series without stockholder approval, and to determine the rights, preferences, powers, privileges, designations and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The Penguin Solutions Delaware Board will be entitled, without Penguin Solutions	Pursuant to the Penguin Solutions Cayman Articles, the Penguin Solutions Cayman Board has the authority, without further action by the shareholders, to issue up to 30,000,000 preferred shares in one (1) or more series and to designate the price, rights, preferences, privileges and restrictions of such preferre

SEC Form DEF 14A filed by Penguin Solutions Inc.