8-KSecurities & ListingRegulation FDExhibits & Filings

Credo Technology Group Holding Ltd 8-K Report, Unregistered Securities Sale (Apr 13, 2026)

Filed April 13, 2026For Securities:CRDO

Summary

Credo Technology Group Holding Ltd (CRDO) announced on April 13, 2026, a significant strategic acquisition of DustPhotonics Ltd., an Israeli company specializing in optical interconnect solutions. The deal involves upfront consideration of $750 million in cash and approximately 0.92 million CRDO ordinary shares. Additionally, there's a potential for contingent consideration of up to 3.21 million ordinary shares, contingent on the achievement of specific financial milestones, indicating management's confidence in future performance. This acquisition is expected to bolster Credo's product portfolio and expand its reach in the optical interconnect market. The issuance of new shares for this acquisition is being conducted under exemptions from registration requirements, specifically Section 4(a)(2) and Regulation D/S, with recipients granted customary piggyback registration rights. Investors should note the forward-looking nature of statements related to this acquisition and potential future performance, with inherent risks and uncertainties as detailed in the filing.

Key Highlights

  • 1Credo Technology Group Holding Ltd. (CRDO) to acquire DustPhotonics Ltd. for $750 million in cash and approximately 0.92 million ordinary shares.
  • 2Potential for up to 3.21 million additional ordinary shares in contingent consideration based on achieving specific financial milestones.
  • 3The acquisition is intended to strengthen Credo's position in the optical interconnect market.
  • 4Shares issued as consideration are exempt from SEC registration under Section 4(a)(2) and Regulation D/S.
  • 5Recipients of new shares will have customary piggyback registration rights.
  • 6The company issued a press release on April 13, 2026, detailing the acquisition.
  • 7The filing includes forward-looking statements regarding the acquisition's success and future performance, subject to risks and uncertainties.

Frequently Asked Questions

The acquisition of DustPhotonics Ltd. is intended to enhance Credo Technology Group's product offerings and market presence within the optical interconnect sector.

The upfront consideration is $750 million in cash plus approximately 0.92 million ordinary shares. An additional amount of up to 3.21 million ordinary shares may be issued as contingent consideration based on specific financial milestones being met.

No, the Company Ordinary Shares to be issued as consideration are being issued in reliance on exemptions from registration requirements under Section 4(a)(2) of the Securities Act of 1933 and Regulation D/S. However, recipients will receive customary piggyback registration rights.

The filing highlights risks including the ability to complete the acquisition, successful integration of DustPhotonics' operations and technology, achievement of financial milestones for contingent consideration, market competition, and general semiconductor industry conditions. Investors are advised to review the risk factors in CRDO's other SEC filings.