S-8

As filed with the Securities and Exchange Commission on April 9, 2024

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SMART GLOBAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Cayman Islands	98-1013909
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

c/o Walkers Corporate Limited

190 Elgin Avenue

George Town, Grand Cayman

Cayman Islands

KY1-9008

(Address of Principal Executive Offices) (Zip Code)

SMART Global Holdings, Inc. Amended and Restated 2017 Share Incentive Plan

SMART Global Holdings, Inc. 2018 Employee Share Purchase Plan

(Full Title of the Plans)

Anne Kuykendall

Senior Vice President, Chief Legal Officer,

and Secretary

SMART Global Holdings, Inc.

39870 Eureka Drive

Newark, CA 94560

(510) 623-1231

(Name and Address of Agent for Service) (Telephone Number, including Area Code, of Agent for Service)

With copies to:

Mark Bekheit Richard Kim Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 (650) 328-4600 Anne Kuykendall Senior Vice President, Chief Legal Officer, and Secretary SMART Global Holdings, Inc. 39870 Eureka Drive Newark, CA 94560 (510) 623-1231

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) by SMART Global Holdings, Inc. (the “Registrant”) for the purpose of registering an aggregate of 2,044,835 additional ordinary shares of the Registrant, $0.03 par value per share (the “Shares”), for issuance under the Registrant’s Amended and Restated 2017 Share Incentive Plan (as amended, the “2017 Plan”) and 2018 Employee Share Purchase Plan (the “ESPP”), comprised of: (i) 1,297,347 Shares under its 2017 Plan pursuant to Section 4(a) thereof, which provides for an annual increase in the number of shares reserved for issuance under the 2017 Plan; (ii) 147,488 Shares that became available for issuance under the 2017 Plan as a result of forfeitures of outstanding awards pursuant to Section 4(a) of the 2017 Plan; and (iii) 600,000 Shares under its ESPP pursuant to Section 3(b) thereof, which provides for an annual increase in the number of shares reserved for issuance under the ESPP.

Pursuant to General Instruction E of Form S-8 regarding Registration of Additional Securities, this Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8 filed with the Commission on June 8, 2017 (Registration No. 333-218605), November 13, 2017 (Registration No. 333-221534), March 23, 2018 (Registration No. 333-223880), September 20, 2018 (Registration No. 333-227449), March 28, 2019 (Registration No. 333-230578), November 6, 2019 (Registration No. 333-234541), October 22, 2020 (Registration No. 333-249619), July 6, 2021 (Registration No. 333-257724), April 6, 2022 (Registration No. 333-264150), and April 4, 2023 (Registration No. 333-271121) to the extent not modified or replaced hereby or by any subsequently filed document, which is incorporated by reference herein or therein (collectively, the “Prior Registration Statements”). The Shares being registered pursuant to this Registration Statement are the same class as other securities for which the Prior Registration Statements relating to the 2017 Plan and ESPP were filed with the Commission.

Item 8. Exhibits

INDEX TO EXHIBITS

				Incorporated by Reference
Exhibit Number	Description	Filed Herewith		Form		Date		Exhibit Number		File Number
4.1	Second Amended and Restated Memorandum and Articles of Association of SMART Global Holdings, Inc.				10-Q		04/07/2020		3.1		001-38102
5.1	Opinion of Walkers (Cayman) LLP		X
23.1	Consent of Independent Registered Public Accounting Firm of SMART Global Holdings, Inc.		X
23.2	Consent of Walkers (Cayman) LLP (included in Exhibit 5.1)		X
24.1	Power of Attorney (included on the signature page of this Registration Statement)		X
99.1	SMART Global Holdings, Inc. Amended and Restated 2017 Share Incentive Plan				10-Q		06/29/2017		10.1		001-38102
99.2	Amendment to the SMART Global Holdings, Inc. Amended and Restated 2017 Share Incentive Plan				DEF 14A		12/14/2018		Exhibit A		001-38102
99.3	Second Amendment to the SMART Global Holdings, Inc. Amended and Restated 2017 Share Incentive Plan				DEF 14A		12/21/2020		Exhibit A		001-38102
99.4	SMART Global Holdings, Inc. 2018 Employee Share Purchase Plan				DEF 14A		12/15/2017		Appendix A		001-38102
107.1	Calculation of Filing Fee Table		X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, SMART Global Holdings, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newark, State of California, on April 9, 2024.

SMART Global Holdings, Inc.
By:	/s/ Anne Kuykendall
	Anne Kuykendall
	Senior Vice President, Chief Legal Officer and Secretary

POWER OF ATTORNEY AND SIGNATURES

Know all persons by these presents, that each person whose signature appears below, constitutes and appoints each of Mark Adams, Ken Rizvi and Anne Kuykendall as his or her true and lawful attorney-in-fact and agent, upon the action of such appointee, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which each of said attorneys-in-fact and agents may deem necessary or advisable in order to enable SMART Global Holdings, Inc. to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any requirements of the Commission in respect thereof, in connection with the filing with the Commission of this Registration Statement under the Securities Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto each of said attorneys-in-fact and agents full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Mark Adams Mark Adams	President, Chief Executive Officer and Director (Principal Executive Officer)	April 9, 2024
/s/ Ken Rizvi Ken Rizvi	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	April 9, 2024
/s/ Penelope Herscher Penelope Herscher	Chairperson of the Board of Directors	April 9, 2024
/s/ Randy Furr Randy Furr	Director	April 9, 2024
/s/ Bryan Ingram Bryan Ingram	Director	April 9, 2024
/s/ Sandeep Nayyar Sandeep Nayyar	Director	April 9, 2024
/s/ Mark Papermaster Mark Papermaster	Director	April 9, 2024
/s/ Mary Puma Mary Puma	Director	April 9, 2024
/s/ Maximiliane Straub Maximiliane Straub	Director	April 9, 2024

EX-5.1

Exhibit 5.1

April 9, 2024 Our Ref: ME/nw/S8981-173967

SMART Global Holdings, Inc.

c/o Walkers Corporate Limited

190 Elgin Avenue

George Town

Grand Cayman KY1-9008

Cayman Islands

To the addressee set forth above:

SMART GLOBAL HOLDINGS, INC.

We have acted as Cayman Islands legal advisers to SMART Global Holdings, Inc. (the “Company”), and we have examined the Registration Statement on Form S-8 to be filed by the Company with the U.S. Securities and Exchange Commission (including all supplements and amendments thereto, the “Registration Statement “), relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of up to an aggregate of 2,044,835 ordinary shares with a par value of US$0.03 per share in the capital of the Company, comprising of:

(a) 1,297,347 ordinary shares (the “2017 Plan Evergreen Shares”) for issuance pursuant to the Company’s Amended and Restated 2017 Share Incentive Plan (as amended) (the “2017 Plan”) pursuant to Section 4(a) of the 2017 Plan, which provides for an annual increase in the number of shares reserved for issuance under the 2017 Plan;

(b) 147,488 ordinary shares (together with the 2017 Plan Evergreen Shares, the “2017 Plan Shares”) that became available for issuance under the 2017 Plan as a result of forfeitures of outstanding awards pursuant to Section 4(a) of the 2017 Plan; and

(c) 600,000 ordinary shares for issuance pursuant to the Company’s 2018 Employee Share Purchase Plan (the “ESPP” and together with the 2017 Plan, the “Plans”) (together with the 2017 Plan Shares, the “Shares”) pursuant to Section 3(b) of the ESPP, which provides for an annual increase in the number of shares reserved for issuance under the ESPP.

For the purposes of giving this opinion, we have examined and relied upon the originals, copies or translations of the documents listed in Schedule 1.

In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified.

We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction.

Based upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we consider relevant, and under the laws of the Cayman Islands, we give the following opinions in relation to the matters set out below.

Walkers

190 Elgin Avenue, George Town

Grand Cayman KY1-9001, Cayman Islands

T +1 345 949 0100 F +1 345 949 7886 www.walkersglobal.com

With effect from 1 July 2021, Walkers (Cayman) has converted to Walkers (Cayman) LLP but will continue to trade as Walkers.

1. The Company is an exempted company duly incorporated with limited liability and validly existing under the laws of the Cayman Islands with full corporate power and authority to issue the Shares. The Company is in good standing with the Registrar of Companies of the Cayman Islands (the “Registrar”).

2. The Shares to be issued by the Company have been duly authorised by all necessary corporate action of the Company and, upon the issue of the Shares (by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such Shares have been issued credited as fully paid), delivery and payment therefore by the purchaser in accordance with the Memorandum and Articles of Association (as defined in Schedule 1) and the Plans and in the manner contemplated by the Registration Statement, the Shares will be validly created, legally issued, fully paid and non-assessable (meaning that no additional sums may be levied in respect of such Shares on the holder thereof by the Company).

We have relied upon the statements and representations of directors, officers and other representatives of the Company as to factual matters.

Our opinion as to the good standing of the Company is based solely upon receipt of the Certificate of Good Standing (as defined in Schedule 1) issued by the Registrar. The Company shall be deemed to be in good standing under Section 200A of the Companies Act (as amended) of the Cayman Islands (the “Companies Act “) on the date of issue of the Certificate of Good Standing if all fees and penalties under the Companies Act have been paid and the Registrar has no knowledge that the Company is in default under the Companies Act.

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied upon by any other person, other than persons entitled to rely upon it pursuant to the provisions of the Securities Act, without our prior written consent.

This opinion shall be construed in accordance with the laws of the Cayman Islands.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto.

Yours faithfully,

/s/ Walkers (Cayman) LLP

Walkers (Cayman) LLP

SCHEDULE 1

LIST OF DOCUMENTS EXAMINED

1. The Certificate of Incorporation dated 21 April 2011, the Certificate of Incorporation on Change of Name dated 29 August 2014, the Second Amended and Restated Memorandum and Articles of Association adopted by special resolution passed on 30 March 2020 (the “Memorandum and Articles of Association”), the Register of Directors, Register of Officers and Register of Mortgages and Charges, copies of which have been provided to us by its registered office in the Cayman Islands (together, the “Company Records”).

2. The Cayman Online Registry Information System (CORIS), the Cayman Islands’ General Registry’s online database, searched on 8 April 2024.

3. A Certificate of Good Standing dated 8 April 2024 in respect of the Company issued by the Registrar (the “Certificate of Good Standing”).

4. Copies of the executed written resolutions of the board of directors of the Company dated 30 November 2017, 14 December 2018, 20 December 2020 and 14 December 2021 and copies of the executed minutes of meetings of the board of directors of the Company dated 2 October 2018, 26 September 2022 and a copy of the executed Secretary’s Certificate of the Company dated 8 April 2024 relating to the minutes of a meeting of the board of directors of the Company dated 25-26 March 2024 (the “Resolutions”).

5. The Registration Statement.

6. The Plans.

7. Such other documents as we have deemed necessary to render the opinions set forth herein.

SCHEDULE 2

Assumptions

This opinion is given based upon the following assumptions:

1. The originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on the documents reviewed are genuine and are those of a person or persons given power to execute the documents under the Resolutions (as defined in Schedule 1). All documents purporting to be sealed have been so sealed. All copies are complete and conform to their originals.

2. The Memorandum and Articles of Association will be the memorandum and articles of association of the Company in force on the date of the issuance of the Shares.

3. The accuracy and completeness of all factual representations made in the Registration Statement and all other documents reviewed by us.

4. The Company will receive consideration in money or money’s worth for each Share offered by the Company when issued at the agreed issue price as per the terms of the Registration Statement, such price in any event not being less than the stated par or nominal value of each Share.

5. There are no provisions of the laws of any jurisdiction outside the Cayman Islands which would be contravened by issuance and allotment of the Shares and, insofar as any obligation expressed to be incurred under any of the documents is to be performed in or is otherwise subject to the laws of any jurisdiction outside the Cayman Islands, its performance will not be illegal by virtue of the laws of that jurisdiction.

6. The Company Records are complete and accurate and all matters required by law and the Memorandum and Articles of Association to be recorded therein are completely and accurately so recorded.

7. The Resolutions are and shall remain in full force and effect and have not been and will not be rescinded or amended. As applicable, the Resolutions were either (a) duly adopted at duly convened meetings of the Board of Directors and such meetings were held and conducted in accordance with the Memorandum and Articles of Association in force at the relevant time, or (b) duly executed by or on behalf of each director or committee member and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed.

8. The Registration Statement and the Plans conform in every material respect to the latest drafts of the same produced to us and, where provided in successive drafts, have been marked up to indicate all changes to such documents.

9. Each of the Registration Statement and the Plans (including each grant notice issued pursuant thereto) will be duly authorised, executed and delivered by or on behalf of all relevant parties prior to the issue of the Shares and will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under all relevant laws (other than the laws of the Cayman Islands).

10. All preconditions to the issue of the Shares under the terms of the Plans will be satisfied or duly waived prior to the issue of the Shares and there will be no breach of the terms of the Plans.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated October 20, 2023 relating to the financial statements of SMART Global Holdings, Inc. and the effectiveness of SMART Global Holdings, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of SMART Global Holdings, Inc. for the year ended August 25, 2023.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

April 9, 2024

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Table

FORM S-8

(Form Type)

SMART GLOBAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Ordinary shares, $0.03 par value per share	Rules 457(c)  and 457(h)	1,297,347(2)	$25.60(3)	$33,212,083.20	0.0001476	$4,902.11
Equity	Ordinary shares, $0.03 par value per share	Rules 457(c) and 457(h)	600,000(4)	$21.76(5)	$13,056,000.00	0.0001476	$1,927.07
Equity	Ordinary  shares, $0.03   par value per share	Rules 457(c) and 457(h)	147,488(6)	$25.60(3)	$3,775,692.80	0.0001476	$557.30
Total Offering Amounts			2,044,835		$50,043,776.00		$7,386.48
Total Fee Offsets(7)							$—
Net Fee Due							$7,386.48

(1) In the event of a stock split, stock dividend or similar transaction involving the Registrant’s ordinary shares, $0.03 par value per share, the number of ordinary shares registered hereby shall automatically be adjusted in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).

(2) Represents ordinary shares that were automatically added to the shares authorized for issuance under the Registrant’s Amended and Restated 2017 Share Incentive Plan, as amended (the “2017 Plan”), on August 26, 2023 pursuant to an “evergreen” provision contained in the 2017 Plan. Pursuant to such provision, the number of ordinary shares reserved for issuance under the 2017 Plan automatically increases on the first day of each fiscal year, starting on September 1, 2017 and continuing through September 1, 2026, by an amount equal to the lesser of (i) 3,000,000 ordinary shares, (ii) 2.5% of the number of ordinary shares outstanding on such date, or (iii) an amount determined by the Registrant’s board of directors. Accordingly, the number of ordinary shares available for issuance under the 2017 Plan was automatically increased by 1,297,347 ordinary shares effective August 26, 2023, which is equal to 2.5% of the total number of ordinary shares outstanding as of August 26, 2023.

(3) Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s ordinary shares on April 5, 2024 as reported on the Nasdaq Global Select Market.

(4) Represents ordinary shares that were automatically added to the shares authorized for issuance under the Registrant’s 2018 Employee Share Purchase Plan (the “ESPP”) on September 1, 2023 pursuant to an “evergreen” provision contained in the ESPP. Pursuant to such provision, the number of ordinary shares reserved for issuance under the ESPP automatically increases on September 1 of each year, starting on September 1, 2018 and continuing through September 1, 2027, by an amount equal to the lesser of (i) 1.5% of the number of ordinary shares issued and outstanding on the immediately preceding fiscal year end date, (ii) 600,000 ordinary shares, or (iii) an amount determined by the Registrant’s board of directors. Accordingly, the number of ordinary available for issuance under the ESPP was automatically increased by 600,000 ordinary shares effective September 1, 2023.

(5) Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s ordinary shares on April 5, 2024 as reported on the Nasdaq Global Select Market, multiplied by 85%.

(6) Represents ordinary shares that became available for issuance under the 2017 Plan as a result of forfeitures of outstanding awards pursuant to Section 4(a) of the 2017 Plan.

(7) The Registrant does not have any fee offsets.