Credo Technology Group Holding Ltd美股招股说明书(2025-10-06版)

(To Prospectus dated October 6, 2025) Credo Technology Group Holding Ltd Up to $750,000,000Ordinary Shares We have entered into an equity distribution agreement (the “Equity Distribution Agreement”), with Goldman Sachs & Co. LLC(“Goldman Sachs”), dated October 6, 2025, relating to the sale from time to time of our ordinary shares offered by this prospectussupplement. In accordance with the terms of the Equity Distribution Agreement, under this prospectus supplement, we may offer andsell shares of our ordinary shares having an aggregate offering price of up to $750,000,000 from time to time to Goldman Sachs,acting as principal or on a riskless principal basis. Sales of our ordinary shares, if any, under this prospectus supplement will be made in sales deemed to be an “at the marketoffering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in ordinary brokers’transactions, to or through a market maker, on or through the Nasdaq Global Select Market (“Nasdaq”) or any other market venuewhere the securities may be traded, in the over-the-counter market, or through a combination of any such methods of sale. GoldmanSachs may also sell our ordinary shares by any other method permitted by law. Goldman Sachs is not required to sell any specificamount of securities but will use its commercially reasonable efforts consistent with its normal sales and trading practices to sell theordinary shares designated by us. The compensation to Goldman Sachs for sales of ordinary shares pursuant to the Equity Distribution Agreement will be anamount up to 2.00% of the gross sales price per share of the ordinary shares sold by Goldman Sachs under the Equity DistributionAgreement. See “Plan of Distribution” beginning on pageS-17for additional information regarding the compensation to be paid toGoldman Sachs. In connection with the sale of ordinary shares, Goldman Sachs may be deemed to be an “underwriter” within themeaning of the Securities Act and the compensation of Goldman Sachs may be deemed to be underwriting commissions or discounts.We have also agreed to provide indemnification and contribution to Goldman Sachs with respect to certain liabilities, includingliabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our ordinary shares are listed on the Nasdaq Global Select Market under the symbol “CRDO”. The last reported sale price of ourordinary shares on the Nasdaq Global Select Market on October 3, 2025 was $143.87 per share. Investing in our ordinary shares involves a high degree of risk. See “Risk Factors” beginning on pageS-5of this prospectussupplement and in the documents incorporated by reference into this prospectus supplement to read about factors you should considerbefore buying our ordinary shares. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is acriminal offense. Goldman Sachs & Co. LLC Prospectus supplement dated October 6, 2025. TABLE OF CONTENTS Prospectus supplementABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYBUSINESSTHE OFFERINGRISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYTAXATIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSENFORCEMENT OF JUDGMENTSWHERE YOU CAN FIND MORE INFORMATION Prospectus CREDO TECHNOLOGY GROUP HOLDING LTDABOUT THIS PROSPECTUSFORWARD-LOOKING STATEMENTSRISK FACTORSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCEUSE OF PROCEEDSDESCRIPTION OF SHARE CAPITALDESCRIPTION OF DEPOSITARY SHARES REPRESENTING PREFERRED SHARESDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF PURCHASE CONTRACTSDESCRIPTION OF UNITSFORMS OF SECURITIESSELLING SECURITYHOLDERSPLAN OF DISTRIBUTIONTAXATIONVALIDITY OF SECURITIESEXPERTS ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of ordinaryshares and also adds to and updates information contained in the accompanying prospectus and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, providesmore general information about our ordinary shares. To the extent the information contained in this prospectus supplement differs orvaries from the information contained in the accompanying prospectus or the documents incorporated by reference, you should rely onthe information in this prospectus supplement. Generally, when we refer to the prospectus, we are referring to this prospectussupplement and the accompanying prospectus combined. In this prospectus supplement, “Credo,” the “Company,” “we,” “us” and “our” refer to Credo Technology Group Holding Ltd, aCayman Islands exempted company, and its co