Penguin Plans to Redomicile to United States

Penguin Solutions, Inc. announced that its board of directors has approved a plan to redomicile the parent company of the Penguin Solutions group of companies from the Cayman Islands to the US.

Penguin Plans To Redomicile To United States

“While our incorporation in the Cayman Islands has served us and our shareholders well for many years, we believe the redomiciliation of Penguin Solutions to the US will further our strategic objectives and reflects our increased business and operational focus in the US,” said Mark Adams, CEO, Penguin Solutions. “We also believe that the redomiciliation will, among other benefits, streamline our organizational and regulatory structure for the benefit of our shareholders.“

Pursuant to the redomiciliation plan, the ordinary shares and the convertible preferred shares of the existing Cayman Islands parent company at the completion date of the redomiciliation will be exchanged on a one-for-one basis for common stock and convertible preferred stock of a newly-formed Delaware corporation (Penguin Solutions Delaware). Penguin Solutions Delaware will become the ultimate parent company of the Penguin Solutions group of companies and will operate the business of the group in substantially the same manner as the Company has done previously.

Upon completion of the redomiciliation, the common stock of Penguin Solutions Delaware will trade on the Nasdaq Global Select Market under the Company’s existing ticker symbol, ‘PENG.’

The Board also approved the filing of a preliminary proxy statement with the US SEC in connection with a special meeting of the Company’s shareholders proposed to be convened by order of the Grand Court of the Cayman Islands (the ‘Cayman Court’) to consider and, if thought appropriate, approve the redomiciliation plan. The implementation of the redomiciliation plan will also be subject to other customary closing conditions.

If approved by its shareholders, subject to the sanction of the Cayman Court, the Company anticipates that the redomiciliation would be completed in the 3rd quarter of 2025.