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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 8, 2023
Credo Technology Group Holding Ltd
(Exact name of registrant as specified in its charter)
Cayman Islands001-41249N/A
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
c/o Maples Corporate Services, Limited,
PO Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands
N/A
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (408) 664-9329
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Ordinary shares, par value $0.00005 per shareCRDOThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 8.01    Other Events.
As previously disclosed, on December 5, 2023, Credo Technology Group Holding Ltd, a Cayman Islands exempted company (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Goldman Sachs & Co. LLC, as representative of the underwriters named therein (the “Representative”), and the selling shareholders named therein (the “Selling Shareholders”), related to the public offering of 8,940,000 of the Company’s ordinary shares, par value $0.00005 per share (the “Ordinary Shares”), at a price to the public of $17.50 per share, and the offer and sale of 1,060,000 Ordinary Shares by the Selling Shareholders at a price to the public of $17.50 per share. The Company also granted the underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase up to an additional 1,500,000 Ordinary Shares from the Company on the same terms.
On December 8, 2023, the Company closed its public offering, which included the exercise in full by the underwriters of their option to purchase additional Ordinary Shares.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description of Exhibit
104Cover Page Interactive Data File (embedded with Inline XBRL document)



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Credo Technology Group Holding Ltd
Date: December 8, 2023
/s/ William Brennan
William Brennan
President and Chief Executive Officer