May 9, 2024
Delaware | 87-2652913 | |||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
With copies to:
Marko Zatylny Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199 (617) 951-7000 | Karen Tepichin General Counsel Ginkgo Bioworks Holdings, Inc. 27 Drydock Avenue 8th Floor Boston, MA 02210 (877) 422-5362 |
Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||||
Emerging growth company | ☐ |
MAY 9, 2024
5,283,679
Page | ||||||||
•Ginkgo’s ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness;
•Ginkgo’s abilityongoing remediation efforts with respect to retain or recruit, or adapt to changes requiredits identified material weakness in its founders, senior executives, key personnel or directors;
•factors relating to the business, operations and financial performance of Ginkgo, including:
◦the performance and output of Ginkgo’s cell engineering and biosecurity platforms;
◦Ginkgo’s exposure to the volatility and liquidity risks inherent in holding equity interests in certain of its customers;
◦rapidly changing technology, including in relation to artificial intelligence (“AI”), and extensive competition in the synthetic biology industry that could make the products and processes Ginkgo is developing obsolete or non-competitive unless it continues to collaborate on the development of new and improved products and processes and pursue new market opportunities;
◦Ginkgo’s expected stabilization in operational overhead costs in 2024;
develops and Ginkgo’s ability to accurately predict customer demand, including with respect to the timingdata we access and realizationhold;
◦Ginkgo’s ability to comply with laws and regulations applicable to its business; and
◦market conditions and global and economic factors beyond Ginkgo’s control;
•litigation, including securities or shareholder litigation, and the ability to adequately protect Ginkgo’s intellectual property rights;
•the success of Ginkgo’s programs, including Ginkgo’s expectations for the future demand of COVID-19 testing in schools, the growth of Ginkgo’s biomonitoring and bioinformatic support services, including biosecurity revenue becoming more recurring as a result of longer-term contracts with recurring fee models, the growing efficiency and cost advantagecost-advantage of cell engineeringCell Engineering services, and their potential to contribute revenue, and the relative contribution of Ginkgo’s programs to its future revenue, including the potential for future revenue related to downstream value to be in the form of potential future milestone payments, royalties, and/or equity consideration; and
•other factors detailed under the section entitled “Risk Factors.”
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prospectus. The risks described inunder the section entitledheading “Risk Factors” are not exhaustive. Other sections of this prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of Ginkgo. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Ginkgo assess the impact of all such risk factors on the business of Ginkgo, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance.
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February 29, 2024.
We were originally incorporated as Soaring Eagle Acquisition Corp. (“SRNG”), a Cayman Islands exempted company, in October 2020 as a special purpose acquisition company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. SRNG completed its initial public offering in February 2021. In September 2021, SRNG effected a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, as amended (the “DGCL”), pursuant to which SRNG’s jurisdiction of incorporation changed from the Cayman Islands to the State of Delaware (the “Domestication”), and, a wholly owned subsidiary of SRNG merged with and into Ginkgo Bioworks, Inc., a Delaware corporation (the “Merger” and, together with the Domestication, the “Business Combination”), with Ginkgo Bioworks, Inc. surviving the Merger as a wholly owned subsidiary of Soaring Eagle Acquisition Corp. In connection with the Merger, we changed our name to “Ginkgo Bioworks Holdings, Inc.”
OurMassachusetts 02210, and our telephone number is (877) 422-5362. Our corporate website address is www.ginkgobioworks.com. Information
Aspart, and should not be considered part of December 31, 2022, we are no longerthis prospectus or the registration statement of which it forms a part. The inclusion of the corporate website address is an emerging growth company under the Jumpstart Our Business Startups Act of 2012. However, for the years ended December 31, 2022 and 2021 we were an emerging growth company. As an emerging growth company and for so long as we continued to be an emerging growth company, we were permitted to and did rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies.
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Issuer | Ginkgo Bioworks Holdings, Inc. |
Class A common stock offered by the Selling Securityholders | Up to |
Use of proceeds | The Selling Securityholders will receive all of the proceeds from this offering. We will not receive any of the proceeds from the sale of the shares of Class A common stock by the Selling Securityholders. |
Offering price | The Selling Securityholders may sell all or a portion of its shares through public or private transactions at prevailing market prices. See “Plan of Distribution.” |
Ticker symbols | “DNA” and “DNA.WS” for our Class A common stock and Public Warrants, respectively. |
Risk factors | Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Part II, Item 1A-Risk Factors |
•200,000,000 shares of undesignated preferred stock, par value $0.0001 per share;
•10,500,000,000 shares of Class A common stock;
•4,500,000,000 shares of Class B common stock, par value $0.0001 per share (“Class B common stock”); and
•800,000,000 shares of Class C common stock, par value $0.0001 per share (“Class C common stock”).
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of incorporationCharter or required by applicable law. Any action or matter submitted to a vote of the Ginkgo stockholders will be approved if the number of votes cast in favor of the action or matter exceeds the number of votes cast in opposition to the action
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Subdivisions, Combinations and Reclassifications
•$12.50, then 25% of the Earnout Consideration will immediately vest;
•$15.00, then an additional 25% of the Earnout Consideration will immediately vest;
•$17.50, then an additional 25% of the Earnout Consideration will immediately vest; and
•$20.00, then the remaining 25% of the Earnout Consideration will immediately vest.
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The first earnout target of $12.50 was met on November 15, 2021 and, as a result, approximately 38.8 million earnout shares became vested and outstanding.
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Other Rights
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The Charter provides that any Class B Director may be removed from office (a) with cause, only by the affirmative vote of the holders of shares representing a majority of the voting power of all of the outstanding shares of Class B common stock and (b) without cause, by the affirmative vote of the holders of shares representing a majority of the voting power of all of the outstanding shares of capital stock of Ginkgo, voting together as a single class. Any director of Ginkgo other than a Class B Director may be removed from office, with or without cause, by the affirmative vote of the holders of shares representing a majority of the voting power of all of the outstanding shares of capital stock of Ginkgo, voting together as a single class.
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Authorized but Unissued Capital Stock
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voting. As a result, the holders of shares of Common Stock representing a majority of the voting power of all of the outstanding shares of capital stock of Ginkgo will be able to elect all of the directors (other than the Class B Directors) then standing for election.
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Business Combinations
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provided that Ginkgo has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to such Class A common stock is available (or Ginkgo permits holder to exercise their respective warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a holder may exercise its Public Warrants only for a whole number of shares of Class A common stock. This means only a whole Public Warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless a warrant holder has at least five units, such holder will not be able to receive or trade a whole warrant. The Public Warrants will expire five years after the Closing Date, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
•in whole and not in part;
•at a price of $0.01 per Warrant;
•upon not less than 30 days’ prior written notice of redemption (the “30-day“30-day redemption period”) to each warrant holder; and
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of shares of Class A common stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption.
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In case of any reclassification or reorganization of the outstanding Class A common stock (other than those described above or that solely affects the par value of such Class A common stock), or in the case of any merger or consolidation of Ginkgo with or into another corporation (other than a consolidation or merger in which Ginkgo is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of Ginkgo as an entirety or substantially as an entirety in connection with which Ginkgo is dissolved, the holders of the Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of Class A common stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised their Warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the Warrant properly exercises the Warrant within thirty days following public disclosure of such transaction, the Warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes Warrant Value (as defined in the warrant agreement) of the Warrant. The purpose of such exercise price reduction is to provide additional value to holders of the Warrants when an extraordinary transaction occurs during the exercise period of the Warrants pursuant to which the holders of the Warrants otherwise do not receive the full potential value of the Warrants.
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(except in limited circumstances) and they will not be redeemable by Ginkgo for cash so long as they are held by the Sponsor, members of the Sponsor or their permitted transferees.
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These provisions also may have the effect of reducing the likelihood of derivative litigation against Ginkgo’s directors and officers, even though such an action, if successful, might otherwise benefit Ginkgo and its stockholders. In addition, your investment in Ginkgo may be adversely affected to the extent that Ginkgo pays the costs of settlement and damage awards against directors and officer pursuant to these indemnification provisions.
2024.
Name of Selling Securityholders | Number of Shares Beneficially Owned Prior to Offering | Percentage of Shares Beneficially Owned Prior to Offering | Number of Shares Offered Hereby | Number of Shares Beneficially Owned After Offering | Percentage of Shares Beneficially Owned After Offering | |||||||||||||||
Selling Securityholders | 5,283,679 | <1 | % | 5,283,679 | 5,283,679 | <1 | % |
Name of Selling Securityholders | Number of Shares Beneficially Owned Prior to Offering | Percentage of Shares Beneficially Owned Prior to Offering | Number of Shares Offered Hereby | Number of Shares Beneficially Owned After Offering | Percentage of Shares Beneficially Owned After Offering | |||||||||||||||||||||||||||
AgBiome, Inc. | 16,289,592 | <1% | 16,289,592 | — | — | |||||||||||||||||||||||||||
Additional Selling Securityholders | 2,567,434 | <1% | 2,567,434 | — | — |
February 29, 2024.
•purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;
•ordinary brokerage transactions and transactions in which the broker solicits purchasers;
•one or more underwritten offerings;
•block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
•an exchange distribution in accordance with the rules of the applicable exchange;
•in market transactions, including transactions on a national securities exchange or quotations service or over-the-counter market;
distributions to their members, partners or stockholders;
•settlement of short sales entered into after the date of the registration statement of which this prospectus is a part is declared effective by the SEC;
•settlement of short sales entered into after the date of the registration statement of which this prospectus is a part is declared effective by the SEC;
•in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents;
•directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions;
•through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
•any other method permitted pursuant to applicable law.
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In addition, a Selling Securityholder that is an entity may elect to make a pro rata in-kind distribution of securities to its members, partners or stockholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or stockholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.
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Class A common stock may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Ernst & Young LLP, independent registered public accounting firm, has audited Zymergen Inc.’s consolidated financial statements for the year ended December 31, 2021, as set forth in their report, which is incorporated by reference in our Current Report on Form 8-K dated October 19, 2022, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Zymergen Inc.’s financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.
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supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
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specifically incorporated by reference into the documents that this prospectus incorporates. You should direct written requests to: Ginkgo Bioworks Holdings, Inc., Investor Relations, 27 Drydock Avenue, 8th Floor, Boston, MA 02210 or you may call us at (877) 422-5362.
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Expense | Estimated Amount | |||
SEC registration fee | $ | 960.73 | ||
Accounting fees and expenses | $ | * | ||
Legal fees and expenses | $ | * | ||
Financial printing and miscellaneous expenses | $ | * | ||
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Total | $ | * | ||
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Expense | Estimated Amount | ||||||||||
SEC registration fee | $ | 2,549.64 | |||||||||
Accounting fees and expenses | $ | * | |||||||||
| $ | * | |||||||||
Financial printing and | $ | * | |||||||||
Total | $ | * |
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fiduciary duty as a director to the fullest extent authorized by the DGCL.
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__________________
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(5)That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
Ginkgo Bioworks Holdings, Inc. | ||||||
By: | /s/ Jason Kelly | |||||
Jason Kelly | ||||||
Chief Executive Officer |
Signature | Title | Date | ||||||||||||
/s/ Jason Kelly | Chief Executive Officer; Director (Principal Executive Officer) | May 9, 2024 | ||||||||||||
Jason Kelly | ||||||||||||||
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Chief Financial Officer (Principal Financial Officer) |
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Mark Dmytruk | ||||||||||||||
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/s/
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Chief Accounting Officer (Principal Accounting Officer) | |||||||||||||
Steven Coen | ||||||||||||||
/s/
| Director, Chair of the Board | |||||||||||||
Shyam Sankar | ||||||||||||||
/s/
| Director | |||||||||||||
Arie Belldegrun | ||||||||||||||
/s/ Marijn Dekkers | Director | May 9, 2024 | ||||||||||||
Marijn Dekkers | ||||||||||||||
/s/ Kathy Hopinkah Hannan | Director | May 9, 2024 | ||||||||||||
Kathy Hopinkah Hannan | ||||||||||||||
/s/ Christian Henry | Director | May 9, 2024 | ||||||||||||
Christian Henry | ||||||||||||||
/s/ Reshma Kewalramani | Director | May 9, 2024 | ||||||||||||
Reshma Kewalramani | ||||||||||||||
/s/ Reshma Shetty | President, Chief Operating Officer; Director | May 9, 2024 | ||||||||||||
Reshma Shetty | ||||||||||||||
/s/ Harry E. Sloan | Director | May 9, 2024 | ||||||||||||
Harry E. Sloan |
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