Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021 | |
Document Information [Line Items] | |
Document Type | POS AM |
Amendment Flag | true |
Entity Registrant Name | GINKGO BIOWORKS HOLDINGS, INC. |
Entity Central Index Key | 0001830214 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | On September 16, 2021 we filed a Registration Statement on Form S-1 (File No. 333-258712) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”). The Registration Statement registered for the resale of up to 77,500,000 shares of Class A common stock (the “PIPE Shares”), par value $0.0001 per share, of Soaring Eagle Acquisition Corp. (“SRNG”), a Cayman Islands exempted company, by the selling stockholders named in this prospectus (or their permitted transferees) (the “Selling Stockholders”). The Selling Stockholders were issued the PIPE Shares in private placements immediately after SRNG’s domestication under Section 388 of the Delaware General Corporation Law, as amended (the “DGCL”), pursuant to which SRNG’s jurisdiction of incorporation changed from the Cayman Islands to the State of Delaware (the “Domestication”) and immediately prior to the consummation of the business combination (the “Business Combination”) by and among SRNG, SEAC Merger Sub Inc., a wholly owned subsidiary of SRNG (“Merger Sub”), and Ginkgo Bioworks, Inc. (“Old Ginkgo”). The PIPE Shares were converted to shares of Ginkgo Class A common stock upon consummation of the Business Combination. The Registration Statement, as amended, was declared effective by the SEC on September 16, 2021. This post-effective amendment is being filed to include information from our Annual Report on Form 10-K for the year ended December 31, 2021 that was filed on March 29, 2022 (the “Annual Report”). No additional securities are being registered under this post-effective amendment and all applicable registration and filing fees were paid at the time of the original filing of the Registration Statement. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,550,004 | $ 380,801 |
Accounts receivable, net | 131,544 | 16,694 |
Accounts receivable - related parties | 4,598 | 5,212 |
Inventory, net | 3,362 | 2,736 |
Prepaid expenses and other current assets | 33,537 | 21,099 |
Total current assets | 1,723,045 | 426,542 |
Property and equipment, net | 145,770 | 121,435 |
Investments | 102,037 | 74,200 |
Equity method investments | 13,194 | 28,924 |
Intangible assets, net | 21,642 | 3,294 |
Goodwill | 21,312 | 1,857 |
Loans receivable, net of current portion | 0 | 13,298 |
Other non-current assets | 43,990 | 5,603 |
Total assets | 2,070,990 | 675,153 |
Current liabilities: | ||
Accounts payable | 8,189 | 13,893 |
Deferred revenue (includes $12,502 and $22,101 from related parties) | 33,240 | 28,823 |
Accrued expenses and other current liabilities | 93,332 | 30,505 |
Total current liabilities | 134,761 | 73,221 |
Non-current liabilities: | ||
Deferred rent, net of current portion | 18,746 | 12,678 |
Deferred revenue, net of current portion (includes $148,319 and $97,977 from related parties) | 155,991 | 99,652 |
Lease financing obligation | 22,283 | 16,518 |
Warrant liabilities | 135,838 | 0 |
Other non-current liabilities | 35,992 | 3,032 |
Total liabilities | 503,611 | 205,101 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; none issued | 0 | 0 |
Common Stock | 161 | 129 |
Additional paid in capital | 3,804,844 | 929,125 |
Accumulated deficit | (2,297,925) | (467,878) |
Accumulated other comprehensive loss | (1,715) | 0 |
Total Ginkgo Bioworks Holdings, Inc. stockholders' equity | 1,505,365 | 461,376 |
Non-controlling interest | 62,014 | 8,676 |
Total stockholders' equity | 1,567,379 | 470,052 |
Total liabilities and stockholders' equity | $ 2,070,990 | $ 675,153 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred revenue from related parties | $ 12,502 | $ 22,101 |
Deferred revenue, net of current portion from related parties | $ 148,319 | $ 97,977 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 200,000,000 | 200,000,000 |
Preferred stock shares issued | 0 | 0 |
Common stock shares authorized | 15,800,000,000 | 15,800,000,000 |
Common stock shares issued | 1,690,990,815 | 1,289,014,925 |
Common stock shares outstanding | 1,611,392,152 | 1,288,595,876 |
Common Class A | ||
Common stock per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 10,500,000,000 | 10,500,000,000 |
Common stock shares issued | 1,326,146,808 | 974,224,443 |
Common stock shares outstanding | 1,273,976,963 | 974,166,577 |
Common Class B | ||
Common stock per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 4,500,000,000 | 4,500,000,000 |
Common stock shares issued | 364,844,007 | 314,790,482 |
Common stock shares outstanding | 337,415,189 | 314,429,299 |
Common Class C | ||
Common stock per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 800,000,000 | 800,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Biosecurity revenue: | |||
Total revenue | $ 313,837 | $ 76,657 | $ 54,184 |
Costs and operating expenses: | |||
Research and development | 1,149,662 | 159,767 | 96,299 |
General and administrative expenses | 862,952 | 38,306 | 29,483 |
Total operating expenses | 2,142,304 | 213,684 | 125,782 |
Loss from operations | (1,828,467) | (137,027) | (71,598) |
Other (expense) income: | |||
Interest income | 837 | 2,582 | 5,756 |
Interest expense | (2,373) | (2,385) | (2,421) |
Loss on equity method investments | (77,284) | (396) | (27,533) |
Loss on investments | (11,543) | (3,733) | (27,200) |
Change in fair value of warrant liabilities | 58,615 | 0 | 0 |
Gain on settlement of partnership agreement | 23,826 | 8,286 | 1,587 |
Other (expense) income, net | (1,733) | 7,839 | 1,574 |
Total other (expense) income, net | (9,655) | 12,193 | (48,237) |
Loss before income taxes | (1,838,122) | (124,834) | (119,835) |
Income tax (benefit) provision | (1,480) | 1,889 | 22 |
Net loss | (1,836,642) | (126,723) | (119,857) |
Net loss attributable to non-controlling interest | (6,595) | (114) | (530) |
Net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders | $ (1,830,047) | $ (126,609) | $ (119,327) |
Net loss per share attributable to Ginkgo Bioworks Holdings, Inc. (1) common stockholders: | |||
Basic | $ (1.35) | $ (0.10) | $ (0.10) |
Diluted | $ (1.39) | $ (0.10) | $ (0.10) |
Weighted average common shares outstanding (1) | |||
Basic | 1,359,848,803 | 1,274,766,915 | 1,149,000,417 |
Diluted | 1,360,373,343 | 1,274,766,915 | 1,149,000,417 |
Comprehensive loss: | |||
Net loss | $ (1,836,642) | $ (126,723) | $ (119,857) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | (1,715) | 0 | 0 |
Total other comprehensive loss | (1,715) | 0 | 0 |
Comprehensive loss | (1,838,357) | (126,723) | (119,857) |
Product | |||
Biosecurity revenue: | |||
Total revenue | 23,040 | 8,707 | 0 |
Costs and operating expenses: | |||
Cost of Biosecurity revenue | 20,017 | 6,705 | 0 |
Service | |||
Biosecurity revenue: | |||
Total revenue | 177,808 | 8,729 | 0 |
Costs and operating expenses: | |||
Cost of Biosecurity revenue | 109,673 | 8,906 | 0 |
Foundry Revenue | |||
Biosecurity revenue: | |||
Total revenue | $ 112,989 | $ 59,221 | $ 54,184 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue from related parties | $ 47,161 | $ 42,535 | $ 35,268 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Previously Reported [Member] | Series E Convertible Preferred Stock [Member] | Series B, C, D, E Convertible Preferred Stock [Member] | Series B, C, D, E Convertible Preferred Stock [Member]Previously Reported [Member] | Series B, C, D, E Convertible Preferred Stock [Member]Revision of Prior Period, Adjustment [Member] | Old Ginkgo Common Stock [Member] | Old Ginkgo Common Stock [Member]Previously Reported [Member] | Old Ginkgo Common Stock [Member]Revision of Prior Period, Adjustment [Member] | Common Stock [Member] | Common Stock [Member]Previously Reported [Member] | Common Stock [Member]Revision of Prior Period, Adjustment [Member] | Common Stock [Member]Series E Convertible Preferred Stock [Member] | Common Stock [Member]Series D & B Convertible Preferred Stock [Member] | Treasury Stock [Member] | Treasury Stock [Member]Previously Reported [Member] | Treasury Stock [Member]Revision of Prior Period, Adjustment [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Previously Reported [Member] | Additional Paid-in Capital [Member]Revision of Prior Period, Adjustment [Member] | Additional Paid-in Capital [Member]Series E Convertible Preferred Stock [Member] | Retained Earnings [Member] | Retained Earnings [Member]Previously Reported [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Noncontrolling Interest [Member]Previously Reported [Member] |
Balance as of December 31, 2019 (as previously reported) at Dec. 31, 2018 | $ 149 | $ (149) | $ 86 | $ (86) | $ 116 | $ 116 | ||||||||||||||||||||
Beginning balance (Shares) at Dec. 31, 2018 | 14,943,599 | (14,943,599) | 8,555,710 | (8,555,710) | 1,153,356,703 | 0 | 1,153,356,703 | |||||||||||||||||||
Balance as of December 31, 2019 (as previously reported) at Dec. 31, 2018 | $ 213,432 | $ 213,432 | $ 0 | $ (24,453) | $ (24,449) | $ (4) | $ 450,391 | $ 450,268 | $ 123 | $ (221,942) | $ (221,942) | $ 9,320 | $ 9,320 | |||||||||||||
Beginning balance (Shares) at Dec. 31, 2018 | (37,135,889) | (756,633) | (36,379,256) | |||||||||||||||||||||||
Exercise of stock options | 7 | 7 | ||||||||||||||||||||||||
Exercise of stock options, Share | 500,621 | |||||||||||||||||||||||||
Conversion of convertible promissory notes into Series E convertible preferred stock | $ 211,608 | $ 7 | $ 211,601 | |||||||||||||||||||||||
Conversion of convertible promissory notes into Series E convertible preferred stock, Share | 69,151,117 | |||||||||||||||||||||||||
Retirement of treasury stock | $ (4) | $ 24,861 | (24,857) | |||||||||||||||||||||||
Retirement of treasury stock, Share | (37,626,694) | 37,626,694 | ||||||||||||||||||||||||
Vesting of restricted stock awards | 367,858 | |||||||||||||||||||||||||
Beneficial conversion feature of convertible promissory notes | (12,651) | (12,651) | ||||||||||||||||||||||||
Repurchase of common stock | (408) | $ (408) | ||||||||||||||||||||||||
Repurchase of common stock, Share | (490,805) | |||||||||||||||||||||||||
Issuance of warrants to purchase Series D convertible preferred stock | 150 | 150 | ||||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs | 208,801 | $ 7 | 208,794 | |||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs | 69,812,427 | |||||||||||||||||||||||||
Stock-based compensation expense | 771 | 771 | ||||||||||||||||||||||||
Net loss | (119,857) | (119,327) | (530) | |||||||||||||||||||||||
Balance as of December 31, 2020 at Dec. 31, 2019 | 501,853 | $ 0 | $ 0 | $ 126 | $ 0 | 834,206 | (341,269) | 8,790 | ||||||||||||||||||
Ending balance (Shares) at Dec. 31, 2019 | 0 | 0 | 1,255,562,032 | 0 | ||||||||||||||||||||||
Exercise of stock options | 26 | 26 | ||||||||||||||||||||||||
Exercise of stock options, Share | 1,921,941 | |||||||||||||||||||||||||
Vesting of restricted stock awards | 256,838 | |||||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs | $ 94,420 | $ 3 | $ 94,417 | |||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs | 30,855,065 | |||||||||||||||||||||||||
Stock-based compensation expense | 476 | 476 | ||||||||||||||||||||||||
Net loss | (126,723) | (126,609) | (114) | |||||||||||||||||||||||
Balance as of December 31, 2020 at Dec. 31, 2020 | $ 470,052 | $ 0 | $ 0 | $ 129 | $ 0 | 929,125 | (467,878) | 8,676 | ||||||||||||||||||
Ending balance (Shares) at Dec. 31, 2020 | 0 | 0 | 1,288,595,876 | 0 | ||||||||||||||||||||||
Exercise of stock options, Share | 10,969,639 | |||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units | $ 176 | $ 9 | 167 | |||||||||||||||||||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units | 91,080,290 | |||||||||||||||||||||||||
Tax withholdings related to net share settlement of equity awards | (9,463) | (9,463) | ||||||||||||||||||||||||
Tax withholdings related to net share settlement of equity awards | (797,313) | |||||||||||||||||||||||||
Founder shares repurchase | (24,998) | (24,998) | ||||||||||||||||||||||||
Founder shares repurchase, Share | (2,707,280) | |||||||||||||||||||||||||
Vesting of restricted stock awards | $ 4 | (4) | ||||||||||||||||||||||||
Vesting of restricted stock awards | 38,798,801 | |||||||||||||||||||||||||
Issuance of warrants to purchase Series D convertible preferred stock | 300 | 300 | ||||||||||||||||||||||||
Issuance of common stock for a business acquisition | 15,160 | 15,160 | ||||||||||||||||||||||||
Issuance of common stock for a business acquisition | 1,633,937 | |||||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs | 408,497 | 1,013,708 | ||||||||||||||||||||||||
Issuance of common stock upon reverse recapitalization, net of offering costs (Note 3) | 1,509,629 | $ 19 | 1,509,610 | |||||||||||||||||||||||
Issuance of common stock upon reverse recapitalization, net of offering costs (Note 3), Share | 193,365,636 | |||||||||||||||||||||||||
Assumption of Public and Private Placement Warrants | (194,453) | (194,453) | ||||||||||||||||||||||||
Non-controlling interest contributions | 59,933 | 59,933 | ||||||||||||||||||||||||
Stock-based compensation expense | 1,579,400 | 1,579,400 | ||||||||||||||||||||||||
Foreign currency translation | (1,715) | $ (1,715) | ||||||||||||||||||||||||
Net loss | (1,836,642) | (1,830,047) | (6,595) | |||||||||||||||||||||||
Balance as of December 31, 2020 at Dec. 31, 2021 | $ 1,567,379 | $ 0 | $ 0 | $ 161 | $ 0 | $ 3,804,844 | $ (2,297,925) | $ (1,715) | $ 62,014 | |||||||||||||||||
Ending balance (Shares) at Dec. 31, 2021 | 0 | 0 | 1,611,392,152 | 0 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Payments of Stock Issuance Costs | $ 0 | $ 4,830 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flow from operating activities: | |||
Net loss | $ (1,836,642,000) | $ (126,723,000) | $ (119,857,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 29,076,000 | 13,864,000 | 10,755,000 |
Stock-based compensation | 1,606,020,000 | 476,000 | 771,000 |
Non-cash equity consideration | (24,185,000) | 0 | 0 |
Loss on equity method investments | 77,284,000 | 396,000 | 27,533,000 |
Loss on investments | 11,543,000 | 3,733,000 | 27,200,000 |
Change in fair value of loans receivable | 3,508,000 | (1,061,000) | (914,000) |
Change in fair value of warrant liabilities | (58,615,000) | 0 | 0 |
Other non-cash activity | (270,000) | 0 | (728,000) |
Changes in operating assets and liabilities: | |||
Accounts receivable ($614 , ($995) and ($2,221) from related parties) | (114,094,000) | (14,228,000) | (1,843,000) |
Prepaid expenses and other current assets | (2,981,000) | (11,352,000) | (4,031,000) |
Inventory, net | (626,000) | (2,736,000) | 0 |
Other non-current assets | (539,000) | 1,834,000 | (2,361,000) |
Accounts payable | (2,247,000) | 7,019,000 | 664,000 |
Accrued expenses and other current liabilities | 44,796,000 | 8,665,000 | 4,170,000 |
Deferred revenue, current and non-current ($40,743, ($22,253) and $3,112 from related parties) | (10,498,000) | (19,423,000) | 4,883,000 |
Deferred rent, non-current | 6,032,000 | 1,045,000 | 9,095,000 |
Other non-current liabilities | 18,620,000 | 2,661,000 | 0 |
Net cash used in operating activities | (253,818,000) | (135,830,000) | (44,663,000) |
Cash flow from investing activities: | |||
Purchases of property and equipment | (56,521,000) | (57,821,000) | (22,219,000) |
Purchases and issuances of loan receivable | 0 | (10,100,000) | (2,250,000) |
Proceeds from loans receivable | 304,000 | 800,000 | 0 |
Purchase of investments | (5,000,000) | 0 | (50,133,000) |
Business acquisition, net of cash acquired | (12,040,000) | 0 | 0 |
Net cash used in investing activities | (73,257,000) | (67,121,000) | (74,602,000) |
Cash flow from financing activities: | |||
Proceeds from reverse recapitalization, net of redemptions of $867,253 and offering costs of $106,838 (Note 3) | 1,509,629,000 | 0 | 0 |
Proceeds from exercise of stock options | 167,000 | 26,000 | 7,000 |
Repurchase of Founder shares | (24,998,000) | 0 | (408,000) |
Taxes paid related to net share settlement of restricted stock units | (9,463,000) | 0 | 0 |
Principal Payments On Capital Leases And Lease Financing Obligation | (1,123,000) | (748,000) | (828,000) |
Proceeds from lease financing obligation | 0 | 0 | 476,000 |
Contributions from non-controlling interests | 59,933,000 | 0 | 0 |
Proceeds from issuance of convertible promissory notes, net of issuance costs | 0 | 0 | 198,957,000 |
Proceeds from issuance of Series E convertible preferred stock, net of issuance costs | 0 | 91,040,000 | 212,181,000 |
Net cash provided by financing activities | 1,534,145,000 | 90,318,000 | 410,385,000 |
Effect of foreign exchange rates on cash and cash equivalents | (19,000) | 0 | 0 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 1,207,051,000 | (112,633,000) | 291,120,000 |
Cash, cash equivalents and restricted cash, beginning of period | 385,877,000 | 498,510,000 | 207,390,000 |
Cash, cash equivalents and restricted cash, end of period | 1,592,928,000 | 385,877,000 | 498,510,000 |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid for interest | 2,370,000 | 2,572,000 | 2,348,000 |
Cash paid for income taxes | 61,000 | 0 | 31,000 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Purchases of equipment through capital leases | 1,981,000 | 0 | 406,000 |
Purchases of property and equipment included in accounts payable and accrued expenses | 1,815,000 | 14,458,000 | 605,000 |
Equity received in related parties | 61,554,000 | 0 | 24,480,000 |
Purchase Of Non Cash Marketable Equity Securities | 10,000,000 | 0 | 0 |
Issuance of common stock for a business acquisition | 15,087,000 | 0 | 0 |
Acquisition date fair value of contingent consideration | 8,760,000 | 0 | 0 |
Purchases and issuances of loans receivable | 0 | 375,000 | 2,744,000 |
Initial fair value of warrant liabilities | 194,453,000 | 0 | 0 |
Conversion of convertible promissory notes to preferred stock | 195,000 | 0 | 211,608,000 |
Series E convertible preferred stock issuance costs included in accrued expenses | 0 | 0 | 3,380,000 |
Lease financing obligation for build-to-suit lease | 6,120,000 | 0 | 0 |
Restricted Cash | 42,924,000 | 5,076,000 | 3,223,000 |
Cash and cash equivalents | 1,550,004,000 | 380,801,000 | 495,287,000 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total | $ 1,592,928,000 | $ 385,877,000 | $ 498,510,000 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Cash Flows [Abstract] | |||
Accounts Receivable From Related Parties | $ 614 | $ 995 | $ 2,221 |
Deferred revenue from related parties | 40,743 | $ 22,253 | $ 3,112 |
Reverse recapitalization redemption amount | 867,253 | ||
Deferred Offering Costs | $ 108,118 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Business The mission of Ginkgo Bioworks Holdings, Inc. (“New Ginkgo”, or the “Company”) is to make biology easier to engineer. The Company designs custom cells for customers across multiple markets. Since inception, the Company has devoted its efforts to improving its platform for programming cells to enable customers to leverage biology to create impactful products across a range of industries. The Company’s platform comprises (i) equipment, robotic automation, software, data pipelines and tools, and standard operating procedures for high throughput genetic engineering, fermentation, and analytics (referred to collectively as the “Foundry”), (ii) a library of proprietary genetic assets and associated performance data (referred to collectively as “Codebase”), and (iii) the Company’s team of expert users, developers and operators of the Foundry and Codebase. On September 16, 2021, Soaring Eagle Acquisition Corp. (“SRNG”) consummated the merger transaction contemplated by the agreement and plan of merger, dated as of May 11, 2021, and amended on May 14, 2021 (the “Merger Agreement”), by and among SRNG, SEAC Merger Sub Inc., a wholly owned subsidiary of SRNG (“Merger Sub”), and Ginkgo Bioworks, Inc. (“Old Ginkgo”), whereby Merger Sub merged with and into Old Ginkgo, the separate corporate existence of Merger Sub ceased and Old Ginkgo survived the merger as a wholly owned subsidiary of SRNG (the “Business Combination”). In connection with the consummation of the Business Combination, SRNG changed its name to “Ginkgo Bioworks Holdings, Inc.” and, among other transactions contemplated by the Merger Agreement, the existing equity holders of Old Ginkgo exchanged their equity interests of Old Ginkgo for equity interests of New Ginkgo. As a result of the Business Combination, the shares and corresponding capital amounts and loss per share related to Old Ginkgo’s outstanding convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the Exchange Ratio established in the Merger Agreement. See Note 3 for additional information on the Business Combination. Risks and Uncertainties The Company is subje Impact of the COVID-19 In March 2020, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) COVID-19 non-essential non-laboratory on-site COVID-19 COVID-19 COVID-19 COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The Business Combination was accounted for as a reverse recapitalization, in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, SRNG was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Old Ginkgo issuing stock for the net assets of SRNG, accompanied by a recapitalization. The net assets of SRNG are stated at historical cost, with no goodwill or other intangible assets recorded. The determination of Old Ginkgo as the accounting acquirer was primarily based on the fact that Old Ginkgo’s former shareholders currently have the largest voting interest in New Ginkgo, all of the management of New Ginkgo is comprised of Old Ginkgo’s former executive management, Old Ginkgo’s former directors and individuals designated by, or representing, Old Ginkgo shareholders constitute a majority of the initial New Ginkgo Board, and the operations of Old Ginkgo comprise all of the ongoing operations of New Ginkgo. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Old Ginkgo. The shares and corresponding capital amounts and loss per share prior to the Reverse Recapitalization have been retroactively restated to reflect the Exchange Ratio established in the Merger Agreement. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, majority owned subsidiaries and variable interest entities if the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated. Reclassifications financial statements include, among others, those related to the fair value of equity instruments and equity awards, revenue recognition, the fair value of loans receivable, the fair value of certain investments, including equity method investments, the fair value of warrant liabilities, accrued expenses, and income taxes. The Company bases its estimates on historical experience and other market-specific or relevant assumptions that it believes to be reasonable under the circumstances. Reported amounts and disclosures reflect the overall economic conditions that management believes are most likely to occur, and the anticipated measures management intends to take. Actual results could differ materially from those estimates. All revisions to accounting estimates are recognized in the period in which the estimates are revised. Segment Information The Company and the Chief Operating Decision Maker (“CODM”), which is comprised of the Chief Executive Officer and the Chief Operating Officer, view the Company’s operations and manage the business as a single operating segment. Strategic decisions are managed centrally, and consistent with this decision-making process, the CODM uses consolidated financial information for purposes of evaluating performance, allocating resources, as well as forecasting future period financial results. The majority of the Company’s long-lived assets are held in the United States. For the year ended December 31, 2021, two customers accounted for 17.0% and 10.5% of the Company’s total revenue. For the year ended December 31, 2020, two customers that are related parties accounted for 27.1% and 12.3% of the Company’s total revenue. For the year ended December 31, 2019, three customers that are related parties accounted for 35.0%, 17.3% and 11.5% of the Company’s total revenue and one customer that was not a related party accounted for 13.5% of the Company’s total revenue. No other customers exceeded more than 10% of the Company’s total revenue during the years ended December 31, 2021, 2020 and 2019. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, accounts receivable, and loans receivable. The Company’s cash and cash equivalents and restricted cash are maintained in bank deposit accounts and money market funds that regularly exceed federally insured limits. The Company believes that it is not exposed to significant credit risk as its deposits are held in financial institutions that management believes to be of high credit quality. The Company’s accounts receivable primarily consists of amounts due under its Biosecurity contracts; however, concentrations of credit risk associated with these contracts are limited because the customer base is largely made up of state government agencies. The Company has not experienced any material write-offs related to its accounts receivable since inception. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in money market accounts. The carrying value of the Company’s cash and cash equivalents approximate fair value due to their short-term maturities. Restricted Cash Restricted cash primarily includes cash balances collateralizing letters of credit associated with the Company’s facility leases and a customer prepayment requiring segregation and restrictions in its use in accordance with the customer agreement. Restricted cash is included in other non-current Accounts Receivable, net Accounts receivable consists of credit extended to customers in the normal course of business and is reported at the estimated net realizable value. Accounts receivable includes unbilled amounts that have been recognized in revenue but have not yet been invoiced based on timing differences and the terms of the underlying arrangements. The Company maintains an allowance for doubtful accounts to provide for the estimated amounts of receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable. The Company re-evaluates Inventory, net Inventory mainly consists of diagnostic testing kits purchased from suppliers, testing program supplies and the costs of assembling sample collection kits. Finished goods inventory for lateral flow assay (“LFA”) and polymerase chain reaction (“PCR”) tests are valued at the lower of cost or net realizable value using the first-in first-out Loans Receivable The Company has elected the fair value option under ASC 825, Financial Instruments Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Variable Interest Entities The Company evaluates its variable interests in variable interest entities (“VIE”) and consolidates VIEs when the Company is the primary beneficiary. The Company determines whether it is the primary beneficiary of each VIE based on its assessment of whether the Company possesses both (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses that could be significant to the VIE or the right to receive benefits that could be significant to the VIE. The Company reevaluates the accounting for its VIEs upon the occurrence of events that could change the primary beneficiary conclusion. As of December 31, 2021 and 2020, the maximum risk of loss related to the Company’s VIEs was limited to the carrying value of its investment in such entities. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions used in preparation of these consolidated Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the remaining lease term with respect to leasehold improvement assets. Estimated lives of property and equipment are as follows: Estimated Useful Life Computer equipment and software 2 to 5 years Furniture and fixtures 7 years Lab equipment 1 to 5 years Facilities 15 to 30 years Vehicles 5 years Leasehold improvements Shorter of useful life or remaining lease term Expenditures for maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the accounts and any resulting gain or loss is reflected in other (expense) income, net in the Consolidated Statements of Operations and Comprehensive Loss. Construction in progress relates to assets which have not been placed in service as of period end. Facilities relate to assets acquired under a build-to-suit Equity Method Investments The Company utilizes the equity method to account for its investments in common stock, or in-substance For investments with a substantive profit-sharing agreement, the Company utilizes the Hypothetical Liquidation at Book Value (“HLBV”) method to allocate income and losses from the equity method investment. Under the HLBV method, the Company utilizes the capital account at the end of the period assuming the book value of the entity was liquidated or sold minus the same calculation at the beginning of the period. The difference is the share of earnings or losses attributable to the equity method investment. Under the equity method, if there is a commitment for the Company to fund the losses of its equity method investees, the Company would continue to record its share of losses resulting in a negative equity method investment, which would be presented as a liability on the Consolidated Balance Sheets. Commitments may be explicit and may include formal guarantees, legal obligations, or arrangements by contract. Implicit commitments may arise from reputational expectations, intercompany relationships, statements by the Company of its intention to provide support, a history of providing financial support or other facts and circumstances. When the Company has no commitment to fund the losses of its equity method investees, the carrying value of its equity method investments will not be reduced below zero. The Company had no commitment to fund additional losses of its equity method investments during the years ended December 31, 2021, 2020 and 2019. The Company evaluates its equity method investments for impairment whenever events or circumstances indicate that the carrying value of the investment may not be recoverable. The Company considers the investee’s financial position, forecasts and economic outlook, and the estimated duration and extent of losses to determine whether a recovery is anticipated. An impairment that is other-than-temporary is recognized in the period identified. The Company has not recognized an impairment loss related to its equity method investments for the years ended December 31, 2021, 2020 and 2019. The Company may elect the fair value option for its equity method investments on an investment-by-investment Investments Investments include warrants and marketable equity securities in publicly-traded companies and non-marketable Investments in warrants and marketable equity securities of publicly-traded companies are measured at fair value with subsequent changes in fair value recorded in loss on investments in the Consolidated Statements of Operations and Comprehensive Loss. Investments in non-marketable regularly monitors these investments to Fair Value Measurements The Company categorizes its assets and liabilities measured at fair value in accordance with the authoritative accounting guidance that establishes a consistent framework for measuring fair value and requires disclosures for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. ASC 820, Fair Value Measurement ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1- • Level 2- • Level 3- To the extent that the valuation is based on models or inputs that are either less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company valued its money market fund holdings, loans receivable, marketable equity securities, warrant liabilities and contingent consideration at fair value on a recurring basis. The carrying amounts of the Company’s other financial instruments, which include accounts receivable, certain prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities, approximate their fair values due to their short-term nature. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value. The Company has not recognized an impairment loss for the years ended December 31, 2021, 2020 and 2019. Business Combinations The Company accounts for business combinations using the acquisition method of accounting. The Company recognizes the identifiable assets acquired and liabilities assumed at their acquisition-date fair values and recognizes any excess of the total consideration paid over the fair value of the identifiable net assets as goodwill. Any purchase price that is considered contingent consideration is measured at its estimated fair value at the acquisition date and remeasured at each reporting period, with changes in estimated fair value recorded in general and administrative expenses on the Consolidated Statements of Operations and Comprehensive Loss. Acquisition transaction costs are expensed when incurred. The operating results of an acquisition are included in the Company’s consolidated financial statements as of the acquisition date. Intangible Assets, net Intangible assets, net consist of certain definite-lived assets including patents, processes and know-how The Company reviews intangible assets for impairment whenever events or changes in circumstances have occurred which could indicate that the carrying value of the assets are not recoverable. Recoverability is measured by comparing the carrying value of the intangible assets to the future undiscounted cash flows expected to be generated by the asset. In determining the expected future cash flows, the Company uses assumptions believed to be reasonable, but which are unpredictable and inherently uncertain. Actual future cash flows may differ from the estimates used in impairment testing. The Company recognizes an impairment loss when and to the extent that the estimated fair value of an intangible asset is less than its carrying value. The Company has not recognized an impairment loss for the years ended December 31, 2021, 2020 and 2019. Goodwill Goodwill represents the excess of acquisition cost over the fair market value of the net assets acquired. Goodwill is tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. The Company considers various qualitative factors that could indicate impairment such as macroeconomic conditions, industry and market environment, technological obsolescence, overall financial performance of the Company, cash flow from operating activities and market capitalization. If the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment to compare the fair value of the reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds the fair value, an impairment loss is recognized. A combination of the income approach and the market approach may be used to determine fair value of the reporting unit. The Company has not recognized an impairment loss for the years ended December 31, 2021, 2020 and 2019. Deferred Rent Deferred rent consists of the difference between cash paid and rent expense recognized on a straight-line basis for the facilities that the Company occupies under operating leases. The Company classifies the current portion of the deferred rent balance as a component of accrued expenses and other current liabilities on the Consolidated Balance Sheets. Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers exchange for those goods or services. To determine revenue recognition for arrangements that are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the promises and distinct performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligations. Foundry Revenue The Company generates license and service revenue through the execution of license and collaboration agreements whereby customers obtain license rights to the Company’s proprietary technology and intellectual property for use in the research, development and commercialization of engineered organisms, and derived products. Under these agreements, the Company typically provides research and development services, which includes the provision of a license to the Company’s intellectual property. Additionally, the customer obtains license rights to the output of the Company’s services in order to commercialize the resulting output of such services. Generally, the terms of these agreements provide that the Company receives some combination of: (1) Foundry usage fees in the form of (i) upfront payments upon consummation of the agreement or other fixed payments, (ii) reimbursement for costs incurred for research and development services and (iii) milestone payments upon the achievement of specified technical criteria, plus (2) downstream value share payments in the form of (i) milestone payments upon the achievement of specified commercial criteria, (ii) royalties on sales of products from or comprising engineered organisms arising from the collaboration or licensing agreement and (iii) royalties related to cost of goods sold reductions realized by customers. The Company’s collaboration and licensing agreements often contain multiple promises, including (i) licenses and assignments of intellectual property and materials and (ii) research and development services, and the Company determines whether each of the promises is a distinct performance obligation based on the nature of each agreement. As the Company is generally performing research and development services that are highly integrated and interrelated to the licenses and assignments of intellectual property and materials, the promises are generally inseparable. As such, the Company typically combines the research and development services, licenses, and assignments into a single performance obligation. However, for certain agreements, the Company only grants licenses or effects such transfers and assignments upon the successful completion of the research and development services or delivery of a developed product. For these agreements, the Company typically considers (i) the research and development services and (ii) the licenses, transfers, and assignments as distinct performance obligations, as each is transferred separately and has a separately identifiable benefit. Options to acquire additional goods and services are evaluated to determine if such options provide a material right to the counterparty that it would not have received without entering into the contract. If so, the option is accounted for as a separate performance obligation. If not, the option is considered a marketing offer which is accounted for as a separate contract upon the counterparty’s election. At contract inception, the Company determines the transaction price, including fixed consideration and any estimated amounts of variable consideration. Any upfront cash payment received upon consummation of the agreement is fixed and generally non-refundable. non-cash non-cash non-cash For agreements with promises that are combined into a single performance obligation, the entire transaction price is allocated to the single performance obligation. For agreements with multiple performance obligations, the transaction price is allocated to the performance obligations using the relative standalone selling price methodology. For agreements featuring variable consideration, the Company allocates variable consideration to one or more, but not all, performance obligations if certain conditions are met. Specifically, the Company assesses whether the variable consideration relates solely to its efforts to satisfy the performance obligation and whether allocating such variable consideration entirely to the performance obligation is consistent with the overall allocation objective. If these conditions are not met, the Company allocates the variable consideration based on the relative standalone selling price methodology. The key assumptions utilized in determining the standalone selling price for each performance obligation include development timelines, estimated research and development costs, commercial markets, likelihood of exercise (in the case of options considered to be material rights), and probabilities of success. For agreements where the licenses or assignments are considered separate performance obligations or represent the only performance obligation, the Company recognizes revenue at the point in time that the Company effectively grants the license as the licenses or assignments represent functional intellectual property. For agreements where the licenses and the research and development services represent a combined performance obligation, the Company recognizes revenue over the period of performance using a measure of progress based on costs incurred to date as compared to total estimated costs. The Company evaluates its measure of progress to recognize revenue at each reporting period and, as necessary, adjusts the measure of progress and related revenue recognition. The Company’s measure of progress and revenue recognition involves significant judgment and assumptions, including, but not limited to, estimated costs and timelines to complete its performance obligations. The Company evaluates contract modifications and amendments to determine whether any changes should be accounted for prospectively or on a cumulative catch-up Royalties are recognized as revenue when sales have occurred as the Company applies the sales or usage-based royalties recognition constraint. The Company has determined the application of this exception is appropriate because the license granted in the agreement is the predominant item to which the royalties relate. As the Company receives upfront payments for technical services under certain of its arrangements, the Company evaluates whether any significant financing components exist given the term over which the fees will be earned may exceed one year. Based on the nature of the Company’s agreements, there are no significant financing components as the purpose of the upfront payment is not to provide financing, but rather to secure technical services, exclusivity rights, and Foundry capacity, or the timing of transfer of those goods or services is at the discretion of the customer. Deferred revenue represents consideration received by the Company in excess of revenue recognized and primarily results from transactions where the Company receives upfront payments and non-cash non-current Collaboration Arrangements For arrangements that do not represent contracts with a customer, the Company analyzes its collaboration transactions to assess whether they are within the scope of ASC 808, Collaborative Arrangements Biosecurity Revenue In 2020, the Company launched its commercial offering of COVID-19 end-to-end COVID-19 K-12 COVID-19 end-to-end end-to-end COVID-19 web-based Product revenue is recognized when the test kits are shipped and risk of loss is transferred to the carrier. The Company’s test kits are generally not subject to a customer right of return except for product recalls under the rules and regulations of the U.S. Food and Drug Administration (“FDA”). The Company has elected to include shipping and handling fees billed to customers as a component of Biosecurity revenue. Service revenue from the Company’s end-to-end COVID-19 web-based Cost of Biosecurity Revenue Cost of Biosecurity product revenue consists of costs associated with the sale of diagnostic and sample collection test kits which includes costs paid to purchase test kits from third parties. Cost of Biosecurity service revenue consists of costs associated with the provision of the Company’s end-to-end COVID-19 web-based Research and Development Costs Research and development costs are expensed as incurred. Research and development costs consist of direct and indirect internal costs related to specific projects and initiatives, acquired intellectual property deemed to be in-process Patent Costs The Company expenses all costs as incurred in connection with the filing, prosecution, maintenance, defense, and enforcement of patent applications, including direct application fees and related legal and consulting expenses. Patent costs are included in general and administrative expenses within the Consolidated Statements of Operations and Comprehensive Loss. Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards based on estimated grant-date fair values recognized over the requisite service period. For awards that vest solely based on a service condition, the Company recognizes compensation expense on a straight-line basis over the requisite service period. For awards that vest based on multiple conditions, the Company recognizes compensation expense using the accelerated attribution method on a tranche- by-tranche catch-up The Company estimates the grant date fair value of stock options using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of subjective assumptions, including fair value of common stock (for options granted prior to the Business Combination), expected term, expected volatility, risk-free interest rate and expected dividend yield. The expected term was generally determined using the “simplified” method for standard options. The Company determined expected volatility using the historical volatility of the stock prices of similar publicly traded peer companies. The risk-free interest rate was based on the yield available on U.S. Treasury zero-coupon For awards with market conditions, the Company determines the grant date fair value using a Monte Carlo simulation model, which incorporates various assumptions including expected stock price volatility, risk-free interest rates, expected term, and expected dividend yield. The Company determines expected volatility using the historical volatility of the stock prices of similar publicly traded peer companies. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon For awards granted prior to the Business Combination, the Company utilized the hybrid method to estimate the grant date fair value of its common stock underlying its stock-based awards. The hybrid method is a probability-weighted expected return method (“PWERM”) where the equity value in at least one scenario is allocated using an option pricing method (“OPM”). Under the PWERM, the value of the common stock is estimated based on the probability-weighted present value of expected future investment returns considering various liquidity events and the rights and privileges of each class of equity. Under the OPM, each class of stock is treated as a call option on the Company’s equity value, with exercise prices based on the liquidation preferences of the convertible preferred stock. The Black-Scholes model is used to price the call options which includes assumptions for the time to liquidity and volatility of equity value. A discount for lack of marketability is then applied to the common stock value. There are significant judgments and estimates inherent in determining the fair value of the common stock. These judgments and estimates include factors, both subjective and objective, including: (i) a discount for lack of marketability; (ii) external market data; (iii) historical activity by the Company in selling equity to outside investors; (iv) the Company’s stage of development; (v) rights and preferences of the Company’s equity securities that rank senior to common stock; and (vi) the likelihood of various liquidity events, among others. Changes to these assumptions could result in different fair values of common stock. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Potential for recovery of deferred tax assets is evaluated by considering several factors, including estimating the future taxable profits expected, estimating future reversals of existing taxable temporary differences, considering taxable profits in carryback periods, and considering prudent and feasible tax planning strategies. The Company accounts for uncertain tax positions using a more-likely-than-not Warrant Liabilities The Company classifies Private Placement Warrants and Public Warrants (both defined and discussed in Note 15) as liabilities. At the end of each reporting period, changes in fair value during the period are recognized as change in fair value of warrant liabilities on the Consolidated Statements of Operations and Comprehensive Loss. The Company will continue to adjust the warrant liability for changes in the fair value until the earlier of (a) the exercise or expiration of the warrants or (b) the redemption of the warrants, at which time the warrants |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination On September 16, 2021 (the “Closing Date”), the Company and SRNG completed the merger transaction contemplated by the Merger Agreement (the “Closing”), with Old Ginkgo surviving the merger as a wholly owned subsidiary of SRNG. Pursuant to the Merger Agreement, SRNG acquired all of the outstanding equity interests of Old Ginkgo for approximately $15.8 billion in aggregate consideration in the form of common stock of New Ginkgo valued at $10 per share (the “Base Equity Consideration”). The Base Equity Consideration was allocated among Old Ginkgo equity holders based on an exchange ratio of 49.080452 (“Exchange Ratio”). Accordingly, upon the closing of the Business Combination, all shares of Old Ginkgo Class A common stock and Old Ginkgo Class B common stock issued and outstanding immediately prior to the Business Combination converted into New Ginkgo Class A common stock and New Ginkgo Class B common stock, respectively, each with a par value of $0.0001 per share, based on the Exchange Ratio. All equity awards under Old Ginkgo’s stock incentive plans were assumed by the Company and converted into comparable equity awards that are settled or exercisable for shares of the Company’s common stock. As a result, (i) each outstanding stock option to acquire Old Ginkgo common stock was converted into an option to purchase approximately 49.080452 shares of New Ginkgo common stock, (ii) each outstanding share of restricted common stock was converted into approximately 49.080452 shares of restricted common stock of New Ginkgo and (iii) each outstanding award of restricted stock units was assumed and converted into a restricted stock unit having the same terms and conditions as applied to the Old Ginkgo restricted stock unit so converted but relating to approximately 49.080452 shares of common stock of New Ginkgo. In addition to the Base Equity Consideration, the equity holders of Old Ginkgo received approximately 188.7 million shares of New Ginkgo common stock (the “Earnout Consideration”), which are subject to forfeiture to the extent that the vesting conditions described below are not satisfied on or before the fifth anniversary of the Closing (the “Earnout Period”). If at any point during the trading hours of a trading day, for any 20 trading days within any period of 30 consecutive trading days during the Earnout Period, the trading price per share of the Company’s Class A common stock is greater than or equal to: • $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. The Company evaluated the earnout shares and concluded that they qualify for the scope exception from derivative accounting in ASC 815-10-15-74 815-40. paid-in-capital value of common stock and APIC. 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. In connection with the entry into the Merger Agreement, Eagle Equity Partners III, LLC, a Delaware limited liability company (the “Sponsor”), forfeited 11,534,052 of its shares of New Ginkgo Class A common stock and an additional 16,737,183 of its shares of New Ginkgo Class A common stock (the “Sponsor Earnout Shares”) became subject to vesting and forfeiture conditions identical to those applicable to the Earnout Consideration issued to Old Ginkgo equity holders. Similar to the Earnout Consideration, the Sponsor Earnout Shares were accounted for as equity classified instruments and were included as merger consideration and recorded in additional paid-in The Business Combination is accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, SRNG was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Old Ginkgo issuing stock for the net assets of SRNG, accompanied by a recapitalization. The net assets of SRNG are stated at historical cost, with no goodwill or other intangible assets recorded. PIPE Investment On May 11, 2021, concurrently with the execution of the Merger Agreement, SRNG entered into subscription agreements with certain accredited investors (the “PIPE Investors”). In connection with the consummation of the Business Combination on September 16, 2021, the PIPE Investors collectively consummated investments for 76,000,000 shares of the Company’s Class A common stock at a price of $10.00 per share (the “PIPE Shares”) for an aggregate amount of $760.0 million (the “PIPE Investment”). Summary of Net Proceeds The following table summarizes the elements of the net proceeds from the Business Combination as of December 31, 2021 (in thousands): Cash—SRNG Trust and cash (net of redemptions) $ 857,747 Cash—PIPE Investment 760,000 Less: Payment of underwriter fees and other offering costs (108,118 ) Net proceeds from the Business Combination $ 1,509,629 Summary of Shares Issued The following table summarizes the number of shares of common stock outstanding immediately following the consummation of the Business Combination: SRNG shares outstanding prior to the Business Combination 215,625,000 Less: redemption of SRNG shares prior to the Business Combination (86,725,312 ) Less: SRNG shares forfeited (11,534,052 ) Common stock of SRNG (1) 117,365,636 Shares issued pursuant to the PIPE Investment 76,000,000 Business Combination and PIPE Investment shares 193,365,636 Conversion of Old Ginkgo Series B preferred stock to common stock 203,346,152 Conversion of Old Ginkgo Series C preferred stock to common stock 228,641,430 Conversion of Old Ginkgo Series D preferred stock to common stock 302,464,716 Conversion of Old Ginkgo Series E preferred stock to common stock 170,227,108 Conversion of Old Ginkgo common stock (2) 387,016,194 Total shares of New Ginkgo common stock outstanding immediately following the Business Combination 1,485,061,236 (1) Includes 16,737,183 shares of Class A common stock, the Sponsor Earnout Shares, that are subject to forfeiture if certain earnout conditions are not met, as the shares are legally outstanding as of the Closing of the Business Combination. (2) Excludes 283,396,094 shares of Class A and Class B common stock underlying rollover equity instruments (i.e., restricted stock units and stock options) and 259,440 shares of Class A and Class B common stock underlying unvested restricted stock awards. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination And Asset Acquisition [Abstract] | |
Acquisition | 4. Acquisition On July 1, 2021, the Company completed an acquisition of 100% of the equity of Dutch DNA Biotech B.V. (“Dutch DNA”), a company based in the Netherlands with a proprietary platform technology focused on the development of fungal strains and fermentation processes for the production of proteins and organic acids. Dutch DNA’s significant expertise and fungal strain assets for the large-scale production of proteins is expected to add a valuable set of tools to the Company’s Codebase and broader platform for cell programming. The following table summarizes the preliminary acquisition date fair value of the consideration transferred for Dutch DNA (in thousands): Cash $ 11,451 Fair value of Class A common stock 15,087 Contingent consideration 8,760 Total Dutch DNA consideration $ 35,298 The fair value of the Class A common stock issued as part of the consideration paid for Dutch DNA was determined using the then-most recently available third-party valuation of the Company’s common stock. The contingent consideration arrangement requires the Company to pay up to a maximum of $20.0 million to the seller upon the achievement of certain technical and commercial milestones by Dutch DNA pursuant to a Technical Development Agreement executed between the Company and Dutch DNA prior to the close of the acquisition. Refer to Note 5 for further discussion of the fair value of the contingent consideration liability. The acquisition was accounted for in accordance with ASC 805, Business Combinations date of acquisition, which were not material. The Dutch DNA acquisition does not represent a ma teri The following table summarizes the acquisition date fair values of assets acquired and liabilities assumed as of the acquisition date (in thousands): Cash $ 387 Accounts receivable 149 Prepaid expenses and other current assets 170 Property, plant and equipment 234 Intangibles (1) 20,500 Goodwill (2) 15,177 Accounts payable (194 ) Accrued expenses and other current liabilities (137 ) Other non-current (988 ) Net assets acquired $ 35,298 (1) Estimated useful life of 15 years. (2) Non-deductible The purchase price allocation presented above has been finalized as of the fourth quarter of 2021 and includes a $5.0 million measurement period adjustment related to deferred income taxes. As a result, goodwill associated with Dutch DNA was $19.5 million as of December 31, 2021, including currency translation adjustments. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements No transfers between levels have occurred during the periods presented. The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): As of December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Money market funds, included in cash and cash equivalents $ 1,482,063 $ 1,482,063 $ — $ — Synlogic, Inc. common stock, included in investments 15,345 15,345 — — Synlogic, Inc. warrants, included in investments 6,166 — 6,166 — Cronos Group Inc. common stock, included in investments 10,331 — 10,331 — Loans receivable, included in prepaid expenses and other current assets 11,559 — — 11,559 Total assets $ 1,525,464 $ 1,497,408 $ 16,497 $ 11,559 Liabilities: Public Warrants, included in warrant liabilities $ 77,280 $ 77,280 $ — $ — Private Placement Warrants, included in warrant liabilities 58,558 — — 58,558 Contingent consideration, included in other non-current 8,467 — — 8,467 Total liabilities $ 144,305 $ 77,280 $ — $ 67,025 As of December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Money market funds, included in cash and cash equivalents $ 372,537 $ 372,537 $ — $ — Synlogic, Inc. common stock, included in investments 13,696 13,696 — — Synlogic, Inc. warrants, included in investments 5,504 — 5,504 — Loans receivable, included in prepaid expenses and other current assets 2,268 — — 2,268 Loans receivable, net of current portion 13,298 — — 13,298 Total assets $ 407,303 $ 386,233 $ 5,504 $ 15,566 The fair value of the warrants to purchase Synlogic common stock (Note 10) is calculated as the value of the underlying common stock, less the related unpaid exercise price and represents a Level 2 measurement within the fair value hierarchy. During the year ended December 31, 2021, the Company received 2,934,980 shares of Cronos Group Inc. (“Cronos”) common stock as consideration for the achievement of certain target productivity milestones related to two cultured cannabinoids under the collaboration agreement with Cronos to produce eight cultured cannabinoids. The fair value of the Cronos common stock is calculated as the quoted price of the common stock adjusted for short-term marketability restrictions. Accordingly, these shares are classified as Level 2 financial instruments. Loans Receivable As of December 31 , 2021 and 2020 , loans receivable primarily consisted of a revolving such as patents and copyrights held by Glycosyn (“Glycosyn Promissory Note”) and a series of convertible notes with Access Bio, Inc. (“Access Bio Convertible Notes”). The fair value of the Glycosyn Promissory Note and Access Bio Convertible Notes were determined based on significant inputs not observable in the market, which represent a Level 3 measurement within the fair value hierarchy. Significant changes in these unobservable inputs in isolation could have resulted in a significantly lower or higher fair value measurement. Refer to Note 6 for additional details on loans receivable. As of December 31, 2021, the Company estimated the fair value of the Glycosyn Promissory Note using a probability-weighted discounted cash flow model under a dissolution scenario with partial recovery and no recovery as Glycosyn was in default on that date (see Note 6). The significant assumptions used in valuing the Glycosyn Promissory Note were scenario probabilities of 50%, a recovery rate on first lien debt of 63% and a discount rate of 15%. As of December 31, 2020, the Company used a probability-weighted discounted cash flow model under four settlement scenarios: (i) a qualified financing which resulted in a 20% conversion discount, (ii) repayment upon change in control, (iii) a dissolution scenario and (iv) repayment in accordance with the terms of the note. The significant assumptions used in valuing the Glycosyn Promissory Note included the expected timing and probability of each scenario, ranging from 1 to 2.5 years and from 10% to 40%, respectively, and a discount rate of 15%. The weighted average timing of the scenarios weighted based on the probability of each scenario was 1.2 years as of December 31, 2020. As of December 31, 2021, the Company estimated the fair value of the Access Bio Convertible Notes using a binomial lattice model using the following key assumptions: 85.5% equity volatility, 0.88 years to maturity, 0.3% risk-free rate, 30.9% risk-adjusted rate and 0% dividend yield. As of December 31, 2020, the Company estimated the fair value of the Access Bio Convertible Notes using a Monte-Carlo simulation model as the conversion price of the notes had not yet reset to the minimum reset price. Under the Monte-Carlo simulation model, the future stock price of Access Bio, Inc. (“Access Bio”) was simulated over the term of the note to assess the value of the settlement features which included conversion into stock at a discount determined under a reset provision tied to the stock price of Access Bio and redemption at maturity. The key inputs into the Monte Carlo simulation model were a discount rate of 32.8% and volatility of 88.5%. The following table provides a reconciliation of loans receivable measured at fair value using Level 3 significant unobservable inputs (in thousands): 2021 2020 Balance at January 1 $ 15,566 $ 4,830 Purchases and issuances — 10,475 Proceeds from loans receivable (304 ) (800 ) Conversion of promissory notes (195 ) — Change in fair value (3,508 ) 1,061 Balance at December 31 $ 11,559 $ 15,566 Warrant Liabilities The fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model as of the date the Company assumed the warrants from SRNG and subsequently as of the balance sheet date. The fair value of the Public Warrants have been measured based on the quoted price of such warrants on the NYSE. The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. Material increases (or decreases) in any of those inputs may result in a significantly higher (or lower) fair value measurement. The Company estimates the volatility of its Private Placement Warrants based on implied volatility from the Company’s Public Warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest zero-coupon The following table provides quantitative information regarding Level 3 inputs used in the recurring valuation of the Private Placement Warrants as of their measurement dates: September 16, 2021 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 11.42 $ 8.31 Volatility 53.1 % 58.7 % Term (in years) 5.00 4.71 Risk-free interest rate 0.84 % 1.25 % The following table provides a reconciliation of the Private Placement Warrants measured at fair value using Level 3 significant unobservable inputs (in thousands): 2021 Balance at January 1 $ — Additions pursuant to the Business Combination 90,263 Change in fair value (31,705 ) Balance at December 31 $ 58,558 Contingent Consideration In connection with the acquisition of Dutch DNA, the Company recorded contingent consideration liabilities for the estimated fair value of earnout payments up to a maximum of $20.0 million payable to the seller upon the achievement of certain technical and commercial milestones by Dutch DNA pursuant to a Technical Development Agreement executed between the Company and Dutch DNA prior to the close of the acquisition. The contingent consideration liabilities are measured at fair value and are based on significant inputs not observable in the marketplace, which represent a Level 3 measurement. Material increases (or decreases) in any of those inputs may result in a significantly higher (or lower) fair value measurement. The fair value of the earnouts was estimated using a combination of probability weighted present value and discounted cash flow models. The key valuation inputs used as of December 31, 2021 and the acquisition date were management’s estimate of the probability of achieving each milestone ranging from 10% to 80% and projections related to Dutch DNA’s after-tax The following table provides a reconciliation of the contingent consideration measured at fair value using Level 3 significant unobservable inputs (in thousands): 2021 Balance at January 1 $ — Acquisition 8,760 Change in fair value (293 ) Balance at December 31 $ 8,467 |
Loans Receivable
Loans Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Loans Receivable | 6. Loans Receivable Glycosyn Promissory Note In October 2018, the Company provided a revolving promissory note to Glycosyn which has been amended several times since inception. The Glycosyn Promissory Note is convertible at a discount, at the Company’s election, into equity securities of Glycosyn upon Glycosyn’s first issuance of equity securities, other than an underwritten public offering, from which Glycosyn receives gross proceeds of at least $10.0 million. In addition, Glycosyn is obligated to immediately repay the outstanding balance of the loan, plus accrued interest, upon a change in control event. In January 2021, the existing terms of the Glycosyn Promissory Note were amended to add an additional $0.2 million to the principal balance, extend the number of interest-only payments through June 30, 2021 and to increase the interest rate from 7.5% to 12.5% in the event of default. In July 2021, the parties entered into an additional amendment to extend the number of interest-only payments through the end of 2021 and to accelerate the maturity date to December 31, 2021. As of December 31, 2021, the Glycosyn Promissory Note was in default with an unpaid principal balance of $5.4 million and a fair value of $1.8 million, which is recorded in prepaid expenses and other current assets on the Consolidated Balance Sheets. As of December 31, 2020, the Glycosyn Promissory Note had an unpaid principal balance of $5.3 million and a fair value of $4.5 million, of which $2.0 million was recorded in prepaid expenses and other current assets and the remainder in loans receivable, net of current portion on the Consolidated Balance Sheets. For the years ended December 31, 2021, 2020 and 2019, the (loss) gain on the change in fair value of the Glycosyn Promissory Note was $(2.5) million, $0.5 million and $(0.9) million, respectively, which was recorded in other (expense) income, net on the Consolidated Statements of Operations and Comprehensive Loss. Access Bio Convertible Notes In November 2020, the Company entered into a convertible note subscription agreement with Access Bio, a supplier of the Company’s diagnostic test kits. The Access Bio Convertible Notes are due in November 2022 in the aggregate principal amount of $10.0 million plus a 2% rate of return compounded annually. The Access Bio Convertible Notes are convertible into a number of shares of common stock of Access Bio, a company listed on the Korea Stock Exchange, of up to $10.0 million based on a fixed foreign currency exchange rate and a conversion price subject to certain adjustments, including reset adjustments each quarter based on the trading price of Access Bio’s stock. The adjusted conversion price cannot be reduced to less than 70% of the initial conversion price and the reset adjustments cannot increase the effective conversion ratio. The Access Bio Convertible Notes are convertible at the Company’s election any time following the first anniversary of the issuance date of the notes and prior to the 30th day before the maturity date. Additionally, subject to certain provisions, the Company has the option to cause Access Bio to repurchase, or Access Bio has the option to repurchase, a portion of the outstanding balance under the notes (up to the entire balance in the case of the Company’s option) at a price to ensure a 2% rate of return compounded annually. As of December 31, 2021, the fair value of the Access Bio Convertible Notes was $9.8 million, which was recorded in prepaid expenses and other current assets on the Consolidated Balance Sheets. As of December 31, 2020, the fair value of the Access Bio Convertible Notes was $10.7 million, which was recorded in loans receivable, net of current portion on the Consolidated Balance Sheets. The (loss) gain from the change in fair value of the Access Bio Convertible Notes during the years ended December 31, 2021 and 2020 was $(0.9) million and $0.7 million, respectively, and was recorded in other (expense) income, net on the Consolidated Statements of Operations and Comprehensive Loss. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 7. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2021 2020 Prepaid expenses $ 9,739 $ 9,727 Prepaid insurance 9,199 1,127 Prepaid inventory 144 6,536 Loans receivable 11,559 2,268 Other receivables 2,198 761 Other current assets 698 680 Prepaid expenses and other current assets $ 33,537 $ 21,099 |
Inventory, net
Inventory, net | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory, net | 8. Inventory, net Inventory, net consisted of the following (in thousands): As of December 31, 2021 2020 Finished goods $ 3,264 $ 2,756 Raw materials 64 — Work in process 50 — Less: Inventory reserve (16 ) (20 ) Inventory, net $ 3,362 $ 2,736 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 9. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): As of December 31, 2021 2020 Facilities $ 12,762 $ 12,762 Furniture and fixtures 4,617 2,165 Lab equipment 113,963 51,072 Computer equipment and software 10,129 6,204 Leasehold improvements 55,033 40,435 Construction in progress 10,278 42,575 Vehicles 40 — Total property and equipment 206,822 155,213 Less: Accumulated depreciation (61,052 ) (33,778 ) Property and equipment, net $ 145,770 $ 121,435 As of December 31, 2021 and 2020, capital leases totaling $4.1 million and $3.3 million, respectively, were included in lab equipment, with related accumulated depreciation of $2.1 million and $2.4 million, respectively. Depreciation expense for the years ended December 31, 2021, 2020 and 2019 totaled $26.9 million, $12.6 million and $9.6 million, respectively, inclusive of $0.7 million, $0.7 million and $0.6 million, respectively, related to capital leases. |
Investments and Equity Method I
Investments and Equity Method Investments | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments and Equity Method Investments | 10. Investments and Equity Method Investments The Company partners with other investors to form new ventures, including Joyn, Motif Foodworks, Inc. (“Motif”), Allonnia, LLC (“Allonnia”) and Arcaea LLC (“Arcaea”, FKA Kalo Ingredients LLC) (collectively “Platform Ventures”). The Company also partners with existing entities, including Genomatica, Inc. (“Genomatica”) and Synlogic, Inc. (“Synlogic”) (collectively, “Structured Partnerships”), with complementary assets for high potential synthetic biology applications. The Company or its subsidiaries hold equity interests in these Platform Ventures and Structured Partnerships. The Company’s investments in Platform Ventures are accounted for under the equity method. The Company’s investments in Synlogic, a publicly traded company, are carried at fair value. As of December 31, 2021 and 2020, the Company held 6,340,771 shares of Synlogic common stock and warrants to purchase an aggregate of 2,548,117 shares of Synlogic common stock. Prior to the third quarter of 2021, the Company’s investment in Synlogic common stock was classified as an equity method investment based on the Company’s ownership interest in Synlogic and accounted for under the fair value option. Due to a decrease in the level of ownership interest during the third quarter of 2021, the investment was reclassified from equity method investments to investments on the Consolidated Balance Sheets, and from loss on equity method investments to (loss) gain on investments on the Consolidated Statements of Operations and Comprehensive Loss for all periods presented. However, the Company continues to account for its investments in Synlogic at fair value. The Company’s non-marketable non-marketable Investments and equity method investments consisted of the following (in thousands): As of December 31, 2021 2020 Investments: Genomatica, Inc. preferred stock $ 55,000 $ 55,000 Synlogic, Inc. common stock 15,345 13,696 Synlogic, Inc. warrants 6,166 5,504 Cronos Group Inc. common stock 10,331 — Non-marketable 15,195 — Total $ 102,037 $ 74,200 Equity method investments (1) Joyn Bio, LLC $ 11,694 $ 28,924 Other 1,500 — Total $ 13,194 $ 28,924 (1) Equity method investments in Platform Ventures with a carrying value of zero as of December 31, 2021 and 2020 were excluded from the table above. (Loss) gain on investments and equity method investments consisted of the following (in thousands): Year Ended December 31, 2021 2020 2019 (Loss) gain on investments: Synlogic, Inc. common stock $ 1,649 $ (2,663 ) $ (19,403 ) Synlogic, Inc. warrants 662 (1,070 ) (7,797 ) Cronos Group Inc. (13,854 ) — — Total $ (11,543 ) $ (3,733 ) $ (27,200 ) Loss on equity method investments: Joyn Bio, LLC $ (17,230 ) $ (396 ) $ (1,730 ) Allonnia, LLC (12,698 ) — (24,480 ) Arcaea, LLC (47,356 ) — — Glycosyn, LLC — — (1,323 ) Total $ (77,284 ) $ (396 ) $ (27,533 ) |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2021 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Variable Interest Entities | 11. Variable Interest Entities Consolidated Variable Interest Entities As of December 31, 2021, the Company has consolidated three VIEs: Cooksonia, Ayana Bio, LLC (“Ayana”) and Verb Biotics, LLC (“Verb”), as the Company holds variable interests in and was deemed to be the primary beneficiary of the VIEs. The other investors’ equity interests in the consolidated VIEs are presented as non-controlling The Company holds a 70% equity interest in Cooksonia, which was formed by the Company and certain other investors for the purposes of holding the Company’s investment in Joyn. The Company concluded that it holds a variable interest in and is the primary beneficiary of Cooksonia as it controls the most significant activities of Cooksonia by controlling 100% of the board of directors of Cooksonia and holds a controlling financial interest in Cooksonia. As a result, the Company has consolidated the financial statements of Cooksonia in accordance with ASC 810, Consolidation non-controlling The Company holds an interest in 9,000,000 common units (representing 100% of common units at inception) in each of Ayana and Verb, two Platform Ventures formed in September 2021 by the Company and certain of its investors. The Company has also provided Ayana and Verb with certain licenses to intellectual property for use in the development or production of products that the parties agree to research and develop under technical development plans. Additionally, in September 2021, Ayana and Verb entered into a Series A Preferred Unit Purchase Agreement under which each entity sold 9,000,000 Series A preferred units to certain of the Company’s investors for aggregate proceeds of approximately $30.0 million each. The Company concluded that it holds a variable interest in and is the primary beneficiary of Ayana and Verb as it controls the most significant activities of these entities. These conclusions were reached because, as of the primary beneficiary assessment date, for both Verb and Ayana: (i) the Company has substantive control of the board of directors; (ii) all capital contributions were made by related parties of New Ginkgo; and (iii) New Ginkgo or its related parties comprise the entirety of the Joint Steering Committee, the governing body which holds significant oversight with respect to the entities’ research and development programs. The following table presents the carrying amounts and classification of the VIEs’ assets and liabilities included in the Consolidated Balance Sheets: As of December 31, 2021 2020 Cash and cash equivalents $ 58,025 $ — Prepaid expenses and other current assets 737 — Equity method investments 11,694 28,924 Total assets $ 70,456 $ 28,924 Accounts payable $ 188 $ — Accrued expenses and other current liabilities 440 — Total liabilities $ 628 $ — Unconsolidated Variable Interest Entities With respect to the Company’s investments in Motif, Allonnia, Genomatica and Arcaea, the Company has concluded these entities represent VIEs. However, although the Company holds board representation and is involved in the ongoing development activities of the entities via its participation on joint steering committees, the Company has concluded that it is not the primary beneficiary of these entities. This conclusion is supported by the fact that: (i) it does not control the board of directors of any of Motif, Allonnia, Genomatica or Arcaea, and no voting or consent agreements exist between the Company and other members of each respective board of directors or other investors, (ii) the holders of preferred security interests in Motif, Allonnia, Genomatica and Arcaea hold certain rights that require their consent prior to the taking of certain actions, which include certain significant operating and financing decisions, and (iii) the Company’s representation on the joint steering committee of each respective entity does not give it control over the development activities of any of Motif, Allonnia, Genomatica or Arcaea, as all votes must pass by consensus and there are no agreements in place that would require any of the entities to vote in alignment with the Company. As the Company’s involvement in Motif, Allonnia, Genomatica and Arcaea does not give it the power to control the decisions with respect to their development or other activities, which are their most significant activities, the Company has concluded that it is not the primary beneficiary of Motif, Allonnia, Genomatica or Arcaea. With respect to Cooksonia’s investment in Joyn, as Cooksonia does not control Joyn’s board of directors, it does not have the power to control the decisions related to the development activities of Joyn, which are its most significant activities. Accordingly, the Company has concluded that Cooksonia is not the primary beneficiary of Joyn. Additionally, the Company holds equity interests in certain privately-held companies that are not consolidated as the Company is not the primary beneficiary. As of December 31, 2021 and 2020, the maximum risk of loss related to the Company’s unconsolidated VIEs was limited to the carrying value of its investment in such entities. Refer to Notes 10 and 20 for additional details on the Company’s investments and equity method investments. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | 12. Goodwill and Intangible Assets, net Goodwill consisted of the following (in thousands): As of December 31, 2021 2020 Beginning balance $ 1,857 $ 1,857 Goodwill acquired in Dutch DNA acquisition 15,177 — Measurement period adjustment (see Note 4) 5,000 — Currency translation (722 ) — Ending balance $ 21,312 $ 1,857 Intangible assets, net consisted of the following (in thousands): Weighted Gross Accumulated Net (1) Balances as of December 31, 2021 Acquired technology 13.3 $ 25,038 $ (3,396 ) $ 21,642 Balances as of December 31, 2020 Acquired technology 6.0 $ 5,490 $ (2,196 ) $ 3,294 (1) Includes a decrease of $0.9 million in the net intangible assets balance in 2021 due to foreign currency translation. Amortization expense was $1.2 million, $0.5 million and $0.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. Future amortization expense for each of the next five years will be $1.8 million. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Accrued Expenses and Other Current Liabilities | 13. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, 2021 2020 Employee compensation and benefits $ 3,650 $ 3,037 Professional fees 14,871 6,381 Property and equipment 991 10,017 Product revenue accruals 4,565 — Biosecurity service revenue accruals 28,726 1,440 Inventory related accruals 3,538 — Lab supplies 560 4,276 External research and development expenses 11 2,594 Liability classified stock-based compensation (Note 18) 26,612 — Capital lease obligation 747 485 Other current liabilities 9,061 2,275 Accrued expenses and other current liabilities $ 93,332 $ 30,505 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Lease Obligations The Company has entered into various noncancelable operating leases for office and lab space in Boston and Cambridge, Massachusetts, Emeryville, California and Utrecht, Netherlands. The leases expire on dates ranging from 2030 to 2036 and contain periods of free rent, escalating rent, tenant improvement incentives, renewal periods, and expansion options. The Company recognizes rent expense on a straight-line basis over the term of each lease, inclusive of the free rent periods and reduced by the amortization of the tenant incentives. The Company’s headquarters and primary operations are located in the Seaport district of Boston, Massachusetts and are comprised of a number of leases across 21, 23, 25 and 27 Drydock Avenue, which represent the Company’s most significant lease arrangements. In April 2021, the Company entered into an operating lease for a new life science campus spanning two buildings that is being constructed at 1 Au Bon Pain Way and 3 Anchor Way, Boston, Massachusetts near the Company’s headquarters. The following summarizes the key terms of such leases: 21-23-25 In March 2016, the Company entered into a noncancelable operating lease for approximately 87,000 square feet of office and lab space. The lease is comprised of five suites, the first of which was delivered to the Company in April 2016. The Company currently occupies four suites totaling approximately 70,000 square feet and the Company anticipates occupying the remaining suite in 2022. The lease contains periods of free rent, annual rent increases and tenant improvement incentives totaling $5.3 million. The lease expires in January 2030 and contains one option to extend the lease term for five years at then-market rates. The lease is secured by a $1.4 million letter of credit recorded in other non-current At the time the Company took possession of the first three suites, the premises were in shell condition and required substantial work prior to occupancy. The Company was deemed the accounting owner during the construction period as the improvements constituted structural elements of the project. Accordingly, the Company capitalized the fair value of the leased space upon delivery from the landlord and recorded a corresponding lease financing obligation. The Company also capitalized the construction costs, leasehold improvements, and interest incurred during the construction period. Construction was complete, and the assets were placed in service, for the first three suites in September 2016, December 2017, and January 2019, respectively. Upon completion of the construction, the Company evaluated the lease and determined it did not meet the criteria for sale-leaseback treatment. Accordingly, the Company depreciates the capitalized assets and recognizes interest expense related to the lease financing obligation using the effective interest rate method over the lease term. For the years ended December 31, 2021, 2020 and 2019, the Company recognized $0.4 million of depreciation expense and $2.3 million of interest expense related to the lease. As of December 31, 2021 and 2020, the aggregate lease financing obligation for the capitalized suites totaled $16.5 million and $16.8 million, respectively. 27 Drydock Avenue Beginning in December 2011, the Company entered into a series of noncancelable operating leases with the same landlord for an aggregate of approximately 130,000 square feet of office and lab space. In September 2021, the Company executed an amendment expanding the leased premises by approximately 48,000 square feet and extending the lease term by six years from January 2030 to January 2036. The Company has an option to extend the lease term for five years at then-market rates. The lease contain s non-current 1 Au Bon Pain Way and 3 Anchor Way In April 2021, the Company entered into a noncancelable operating lease consisting of approximately 152,000 square feet of a new life science campus spanning two buildings that is being constructed on the property to be known as The Foundry at Drydock located at 1 Au Bon Pain Way and 3 Anchor Way, Boston, Massachusetts near the Company’s headquarters. The lease commencement date is estimated to be June 1, 2024 for a portion of the premises and September 1, 2024 for the remaining premises. The lease expires on the fifteenth anniversary of the lease commencement date and includes one option to extend the lease for ten years at then-market rates. In September 2021, the Company exercised its expansion option to include the entire rentable area of the primary building resulting in approximately 262,000 square feet of leased space in aggregate. Annual base rent for the first lease year will be approximately $21.6 million, subject to annual rent increases. The lease contains periods of free rent, tenant improvement allowances based on a rate per square foot and a $14.7 million letter of credit which is recorded in other non-current The Company subleases a portion of its office and lab space to Joyn and Motif. The sublease with Joyn runs coterminous with the Foundry Services Agreement (Note 20) and the sublease with Motif expires in November 2024. The Company receives approximately $0.2 million and $0.7 million per year under subleases with Joyn and Motif, respectively, and records sublease income in other (expense) income, net on the Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2021, future minimum sublease rentals under noncancelable subleases totaled $2.1 million. Rent expense under operating leases was $17.7 million, $7.0 million and $6.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. Future minimum lease payments under noncancelable operating lease agreements, inclusive of payments for the lease financing obligations, as of December 31, 2021 are as follows (in thousands): Years Ending December 31, Minimum Lease (1) 2022 $ 20,600 2023 22,505 2024 33,469 2025 47,376 2026 44,092 Thereafter 517,399 Total $ 685,441 (1) Excluded from the table above is $6.1 million of other debt associated with construction in progress related to build-to-suit The Company enters into certain capital leases for lab equipment used in research and development activities. Lease terms range from three Years Ending December 31, Minimum Lease 2022 $ 816 2023 681 2024 438 2025 163 2026 — Thereafter — Total noncancelable payments $ 2,098 Less: Imputed interest expense (127 ) Present value of future minimum lease payments $ 1,971 Purchase Obligations In September 2019, the Company executed a noncancelable collaboration agreement with Berkeley Lights, Inc. (“Berkeley Lights”), under which the Company will incorporate Berkeley Lights’ Platform into its Foundry for engineering of biotherapeutics and cell-based products and the parties will jointly develop workflows for the Company’s use of the Berkeley Lights’ Platform. Under the collaboration agreement, the Company is obligated to pay Berkeley Lights at least $109.0 million, and up to $150.0 million, over a seven year term for (i) Berkeley Lights’ efforts under the workflow development plans and for (ii) purchases of certain equipment, associated consumables, and other goods and services. The purchase obligation includes variable license fees based on usage of the Berkeley Lights’ Platform and milestone payments of up to $11.5 million upon achievement of development and regulatory milestones. All such license fees and milestone payments are applied against the minimum purchase commitment. The minimum purchase commitment will increase to $150.0 million if Berkeley Lights achieves certain performance targets. For contract years one and two, which represents an 18-month Contract Years Minimum Purchase October 1, 2020 - March 31, 2022 15,000 April 1, 2022 - March 31, 2023 14,000 April 1, 2023 - March 31, 2024 17,500 April 1, 2024 - March 31, 2025 17,500 Thereafter 35,000 Total $ 99,000 In March 2018, the Company entered into a noncancelable supply agreement, with Twist Bioscience Corporation (“Twist”), a supplier of synthetic DNA. Under the supply agreement, the Company is obligated to purchase specified volumes of synthetic DNA subject to quarterly minimums over a four year term. Products purchased that contribute to the quarterly minimums can vary based on the Company’s discretion and the minimums can be adjusted up or down based on certain scenarios. During the years ended December 31, 2021, 2020 and 2019, the Company incurred $8.9 million, $10.4 million and $8.3 million, respectively, of research and development expenses under its supply agreement with Twist. Indemnification Agreements The Company enters into standard indemnification agreements and has agreements with indemnification clauses in the ordinary course of business. Under such arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, who are generally the Company’s business partners. The terms of these indemnification arrangements are generally perpetual and effective any time after contract execution. The maximum potential liability resulting from these indemnification arrangements may be unlimited. The Company has never incurred costs to defend lawsuits or settle claims as a result of such indemnifications and the Company is not aware of any indemnification arrangements that could have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations as of December 31, 2021. Legal Proceedings The Company is not currently party to any material legal proceedings. As of each reporting date, the Company evaluates whether or not a potential loss amount or range of loss amounts is reasonably estimable and probable of being incurred and whether such amounts meet the requirements to be accrued or disclosed pursuant to ASC 450, Contingencies Registration Rights In connection with the closing of the Business Combination, the Company entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”) among the Company, SRNG and certain Old Ginkgo stockholders. Pursuant to the Registration Rights Agreement, the Company will be required to register for resale securities held by the stockholders. The Company will have no obligation to facilitate more than two demands per calendar year for each of the SRNG or the Ginkgo Holders (as defined in the Registration Rights Agreement) that the Company register such stockholders’ securities. In addition, the holders have certain “piggyback” registration rights with respect to registrations initiated by the Company. The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights Agreement. |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Warrants [Abstract] | |
Warrant Liabilities | 15. Warrant Liabilities Upon the closing of the Business Combination, the Company assumed 34,499,925 publicly-traded warrants (“Public Warrants”) and 17,325,000 private placement warrants (the “Private Placement Warrants”) held by the Sponsor. Both the Public Warrants and the Private Placement Warrants were issued in conjunction with the consummation of SRNG’s initial public offering on February 26, 2021. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustments. The warrants will expire five years from the completion of the Business Combination, or earlier upon redemption or liquidation. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the issuance of the shares of common stock issuable upon exercise of the Public Warrants. On November 23, 2021, the Company’s registration statement covering such shares became effective. The Company may redeem the outstanding Public Warrants: • in whole and not in part • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30 -trading If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. The Private Placement Warrants are identical to the Public Warrants, except that (i) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable As of December 31, 2021, the aggregate values of the Public Warrants and the Private Placement Warrants was $77.3 million and $58.6 million, respectively, representing warrants outstanding to purchase 34.5 million shares and 17.3 million shares, respectively, of the Company’s Class A common stock. The warrants are accounted for as liabilities in accordance with ASC 815-40 |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Notes Payable [Abstract] | |
Convertible Promissory Notes | 16. Convertible Promissory Notes In June 2019, the Company entered into a Note Purchase Agreement (“NPA”) with certain existing investors. In connection with the NPA, the Company issued convertible promissory notes (“Convertible Promissory Notes”) and received $199.0 million in cash proceeds, net of issuance costs of $1.0 million. The Convertible Promissory Notes carried interest at the rate of 3% per annum and had a maturity date of June 21, 2021. Pursuant to the NPA, all of the outstanding principal and interest under the Convertible Promissory Notes were to be automatically converted into (i) preferred stock issued in connection with the Company’s next financing that resulted in at least $50.0 million of gross proceeds (“NPA Qualified Financing”) at a 5% discount, (ii) common stock issued in connection with the filing of an effective registration statement pursuant to an initial public offering, or (iii) cash equal to the greater of (x) one and a half times the outstanding principal and interest accrued immediately prior to a sale or change in control event (as defined in the NPA) in which the Company or one of its subsidiaries was a party, or (y) the amount each investor would have received if the outstanding principal and accrued interest had been converted into Series D convertible preferred stock immediately prior to such sale or change in control event. On the maturity date, the Convertible Promissory Notes were to be automatically converted into shares of Series D convertible preferred stock, at a predetermined conversion rate, which was less than the fair value of Series D convertible preferred stock at the date of issuance of the Convertible Promissory Notes. The Company determined that at the Convertible Promissory Notes’ commitment date, this conversion feature was beneficial to the investors and, as such, calculated and recorded a beneficial conversion feature (“BCF”). The intrinsic value of the BCF, which was calculated utilizing the fair value of the underlying Series D convertible preferred stock and effective conversion price on the commitment date, was $199.0 million and was recorded as a debt discount with an offset to additional paid-in The Company’s Series E convertible preferred stock issuance in September 2019 (Note 17) met the criteria of an NPA Qualified Financing. Accordingly, the Convertible Promissory Notes were converted into Series E convertible preferred stock. In connection with the NPA Qualified Financing and the associated conversion, the Company was required to account for the repurchase of the BCF. The total repurchase price associated with the reacquisition of the BCF in connection with the settlement of the Convertible Promissory Notes was the issuance of 1,408,934 shares of Series E convertible preferred stock valued at $211.6 million. The intrinsic value of the BCF upon the NPA Qualified Financing was measured based on the intrinsic value of the conversion option at the settlement date which was in excess of the repurchase price. Therefore, the entire $211.6 million was allocated to the reacquisition of the BCF which was recorded as a reduction to additional paid-in |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 17. Stockholders’ Equity The Consolidated Statement of Stockholders’ Equity has been retroactively adjusted for all periods presented to reflect the Business Combination and reverse recapitalization as described in Note 3. Old Ginkgo Convertible Preferred Stock In 2019, the Company received $208.8 million in cash proceeds from the issuance of 69,812,427 shares of Series E convertible preferred stock to various investors at $3.06 per share, net of $4.8 million in issuance costs. In conjunction with the issuance of the Series E preferred stock, $201.0 million of principal and accrued interest associated with the Convertible Promissory Notes (Note 16) was converted at a 5% discount into 69,151,117 shares of Series E preferred stock. In May and July of 2020, the Company received $94.4 million in cash proceeds from the issuance of an additional 30,855,065 shares of Series E preferred stock to various investors at $3.06 per share. Immediately prior to the closing of the Business Combination on September 16, 2021, all outstanding Series B, C, D, and E convertible preferred stock converted into shares of Old Ginkgo common stock on a one-for-one New Ginkgo Preferred Stock The Company is authorized to issue 200,000,000 shares of preferred stock with a par value $0.0001 per share. The Company’s board of directors are authorized, without stockholder approval, to issue such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, voting, and other rights, preferences and privileges of the shares. There were no issued and outstanding shares of preferred stock as of December 31, 2021. Common Stock The Company is authorized to issue 15,800,000,000 shares of common stock, including 10,500,000,000 shares of Class A common stock, par value $0.0001 per share, 4,500,000,000 shares of Class B common stock, par value $0.0001 per share, and 800,000,000 shares of Class C common stock, par value $0.0001 per share. Voting Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. Holders of Class C common stock are not entitled to vote except as otherwise expressly provided in the certificate of incorporation or required by applicable law. Dividends Common stockholders are entitled to receive dividends, as may be declared by the board of directors. Different classes of common stock are legally entitled to equal per share distributions whether through dividends or liquidation. No dividends have been declared to date. Conversion Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Generally, shares of Class B common stock will convert automatically into Class A common stock upon the holder ceasing to be an Eligible Holder (i.e., director, employee, trust or legal entity of New Ginkgo), unless otherwise determined by affirmative vote of a majority of independent directors of New Ginkgo. Treasury Stock During the year ended December 31, 2019, the Company repurchased 490,805 shares of common stock from its employees. The fair value of the common stock on the repurchase date was recorded as a reduction to stockholders’ equity and the excess $0.1 million paid over the fair value was recorded as additional compensation expense. Upon the repurchase, the Company returned all shares of treasury stock to authorized and unissued shares of common stock by deducting the carrying value of treasury stock from common stock and additional paid-in Common Stock Reserved for Future Issuances The Company had the following common stock reserved for future issuance as of the date indicated: December 31, 2021 Stock options issued and outstanding 25,228,853 Restricted stock units outstanding 168,321,952 Shares available for grant under the 2021 Plan 200,569,979 Shares available for grant under the ESPP 20,000,000 Warrants to purchase Class A common stock 51,824,925 Total common stock reserved for future issuances (1) 465,945,709 (1) Excludes unvested earnout shares which are restricted shares issued to equity holders of Old Ginkgo as part of the Business Combination (Note 3) and are recorded in equity as shares outstanding upon satisfying the vesting conditions. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 18. Stock-Based Compensation 2021 Incentive Award Plan On September 16, 2021, the 2021 Incentive Award Plan (the “2021 Plan”) became effective. The 2021 Plan provides for the grant of stock options, including incentive stock options (“ISOs”) and nonqualified stock options, stock appreciation rights, restricted stock, dividend equivalents, RSUs and other stock or cash-based awards to employees, consultants and directors of New Ginkgo and its subsidiaries. The aggregate number of shares of common stock available for issuance under the 2021 Plan, which may be issued as Class A common stock and/or Class B common stock, was initially 200,440,957 shares. As of December 31, 2021, 200,569,979 shares are available for future issuance under the 2021 Plan. The number of shares of common stock reserved for issuance under the 2021 Plan will automatically increase for ten years on January 1 of each year, starting on January 1, 2022, in an amount equal to the lesser of (a) 4.0% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by the Board. The maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options granted under the 2021 Plan is 200 million shares. Shares issued under the 2021 Plan may consist of authorized but unissued shares, shares purchased on the open market or treasury shares. 2021 Employee Stock Purchase Plan On September 16, 2021, the 2021 Employee Stock Purchase Plan (the “ESPP”) became effective. The ESPP authorizes (i) the grant of options that are intended to qualify for favorable U.S. federal tax treatment under Section 423 of the Internal Revenue Code of 1986 (the “Section 423 Component”) and (ii) the grant of options that are not intended to be tax-qualified “Non-Section The ESPP permits the Company to deliver up to 20 million shares of common stock pursuant to awards issued under the ESPP, which may be Class A common stock and/or Class B common stock. The number of shares of common stock reserved for issuance under the ESPP will automatically increase each January 1, beginning on January 1, 2022, by an amount equal to the lesser of (a) 1% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by the Board, provided that no more than 100 million shares may be issued under the Section 423 Component. Prior to or in connection with issuing any shares of common stock under the ESPP, the ESPP administrator may convert awards covering shares of Class B common stock to Class A common stock. As of December 31, 2021, no awards have been granted under the ESPP. 2014 Stock Incentive Plan The 2014 Stock Incentive Plan (the “2014 Plan”) provided for the Company to grant options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and other stock-based awards. From and after the effective date of the 2021 Incentive Award Plan, the Company ceased granting awards under the 2014 Plan. However, the 2014 Plan continues to govern the terms and conditions of the outstanding awards previously granted thereunder. Shares of common stock underlying any awards that are forfeited, cancelled, repurchased, or otherwise terminated by the Company under the 2014 Plan will be added back to the shares available for issuance under the 2021 Incentive Award Plan. 2008 Stock Incentive Plan The 2008 Stock Incentive Plan (the “2008 Plan”) provided for the Company to grant options and restricted stock awards (“RSAs”). From and after the effective date of the 2014 Stock Incentive Plan, the Company ceased granting awards under the 2008 Plan. However, the 2008 Plan continues to govern the terms and conditions of the outstanding awards previously granted thereunder. Shares of common stock underlying any awards that are forfeited, cancelled, repurchased, or otherwise terminated by the Company under the 2008 Plan will be added back to the shares available for issuance under the 2021 Incentive Award Plan. Stock Options Options outstanding under the 2008 Plan and 2014 Plan are fully vested. Options outstanding under the 2021 Plan consists of options granted to a non-employee A summary of stock option activity for the year ended December 31, 2021 is presented below: Number Weighted Weighted Aggregate (1) (in years) (in thousands) Outstanding as of December 31, 2020 33,354,871 $ 0.02 Granted 1,664,251 $ 0.50 Exercised (10,969,639 ) $ 0.02 Forfeited (1,594,820 ) $ 0.02 Outstanding as of December 31, 2021 22,454,663 $ 0.05 2.32 $ 185,620 Exercisable as of December 31, 2021 22,385,232 $ 0.02 2.30 $ 185,620 (1) The aggregate intrinsic value is calculated as the difference between the Company’s closing stock price on the last trading day of the year and the exercise prices, multiplied by the number of in-the-money The aggregate intrinsic value of stock options exercised during the years ended December 31, 2021, 2020 and 2019 was $91.0 million, $5.3 million and $1.1 million, respectively. The weighted-average fair value of options granted during the year ended December 31, 2021 was $8.97 per share and was calculated using the following assumptions. No options were granted during 2020 and 2019. Year Ended Risk-free interest rate 0.11 % Dividend yield 0 % Expected volatility 88.6 % Expected term (in years) 0.96 Restricted Stock and Restricted Stock Units RSAs granted under the 2014 Plan are subject to a service-based vesting condition and generally vest in equal monthly installments over four years. RSUs granted under the 2014 Plan are subject to two vesting conditions: (i) a service-based vesting condition that is generally met over four years with 25% of the shares vesting on the first anniversary of the grant date with monthly vesting thereafter, and (ii) a performance-based vesting condition that is met through a liquidity event in the form of either a change of control or an initial public offering (“the performance condition”). RSUs granted under the 2021 Plan are subject to a service-based vesting condition only that is generally met over four years with 25% of the shares vesting on the first anniversary of the grant date with monthly vesting thereafter. Prior to the Business Combination, no stock-based compensation expense had been recognized related to RSUs granted under the 2014 Plan as the performance condition was not probable of being met and the Business Combination did not meet the definition of a liquidity event as defined in the 2014 Plan. As a result of the Business Combination, on November 17, 2021 the Board of Directors modified the vesting terms of RSUs granted under the 2014 Plan to allow 10% of the RSUs that met the service condition as of the closing of the Business Combination (the “10% RSUs”) to vest with respect to the performance condition, effective as of November 19, 2021, the date on which the Form S-8 S-8 In September 2021, the Board of Directors modified the terms of RSUs granted to non-employee non-employee A summary of the RSU and RSA activity for the year ended December 31, 2021 is presented below: Restricted Stock Units Restricted Stock Awards Number of Weighted (1) Number Weighted Nonvested as of December 31, 2020 124,932,207 $ 1.74 419,049 $ 1.99 Granted 133,307,479 $ 13.53 — Vested (85,829,389 ) $ 13.39 (236,427 ) $ 1.99 Forfeited (4,088,345 ) $ 5.23 — Nonvested as of December 31, 2021 168,321,952 $ 13.58 182,622 $ 1.99 (1) The weighted average grant date fair value of awards nonvested as of December 31, 2020 and awards forfeited prior to the modification date reflect the original grant date fair value and not the modification-date fair value. The weighted average grant date fair value of RSUs granted during the year ended December 31, 2021 was $13.53, which represents the weighted average of the modification-date fair value and any post modification grant date fair values. The weighted average grant date fair value of RSUs granted during the years ended December 31, 2020 and 2019 was $2.68 and $1.78 per share, respectively, and is no longer relevant for expense recognition due to the modification in the fourth quarter of 2021. The weighted average grant date fair value of the RSAs granted during the year ended December 31, 2019 was $1.99 per share. No RSAs were granted during 2021 and 2020. The aggregate fair value of the RSUs that vested during the year ended December 31, 2021 was $1,149.5 million. No RSUs vested during 2020 and 2019 as the performance condition was not probable of being met. The aggregate fair value of the RSAs that vested during the years ended December 31 , 2021 , 2020 and 2019 was $0.5 million, $0.5 million and $0.7 million, respectively. Earnouts As described in Note , the holders of Rollover Equity Awards outstanding immediately prior to the effective time of the Business Combination received a proportional amount of the Earnout Consideration, which is divided into equal tranches subject to vesting during the after the Closing Date (the “Earnout Period”). The earnout shares in respect of the Rollover Equity Awards are subject to the same terms and conditions as the underlying Rollover Equity Awards (including with respect to vesting and termination-related provisions). Additionally, the earnout shares in respect of the Rollover Equity Awards are subject to a market condition that will be met when the trading price of the Company’s common stock is greater than or equal to $ , $ , $ and $ for any trading days within any period of consecutive trading days during the Earnout Period (collectively, the “Earnout Targets”). To the extent that the Earnout Targets are not achieved during the Earnout Period, the portion of the Earnout Consideration that remains subject to vesting and forfeiture at the end of the Earnout Period will be forfeited to New Ginkgo for consideration and cancelled. As described above, the earnout shares related to Old Ginkgo RSUs (“Earnout RSUs”) are subject to the same performance condition as the underlying RSUs. As a result of the November 2021 modification to the RSUs described above, the performance condition became probable of being met in the fourth quarter of 2021. The modification resulted in approximately The grant date fair value of Earnout RSUs was estimated on the Closing Date and remeasured on the modification date using a Monte Carlo simulation model with the following assumptions: Year Ended Risk-free interest rate 0.84% - 1.21% Expected volatility 53.1% - 81% Expected term (in years) 4.83 - 5 Dividend yield — A summary of activity during the year ended December 31, 2021 for the Earnout RSUs and the earnout shares underlying Old Ginkgo RSAs (“Earnout RSAs”) is presented below: Number of Weighted Nonvested as of December 31, 2020 — Granted 30,539,475 $ 12.91 Vested (2,580,570 ) $ 13.33 Forfeited (95,780 ) $ 12.92 Nonvested as of December 31, 2021 27,863,125 $ 12.87 The aggregate fair value of the Earnout RSUs and Earnout RSAs that vested during the year ended December 31, 2021 was $34.4 million. Stock-Based Compensation Stock-based compensation expense was allocated as follows (in thousands): Year Ended December 31, 2021 2020 2019 Research and development $ 926,730 $ 79 $ 64 General and administrative 755,835 397 707 Total $ 1,682,565 $ 476 $ 771 As of December 31, 2021, there was $0.5 million of unrecognized compensation expense related to stock options to be recognized over a weighted-average period of 2.4 years, $2,160.8 million of unrecognized compensation expense related to RSUs and Earnout RSUs to be recognized over a weighted-average period of 1.6 years and $0.4 million of unrecognized compensation expense related to RSAs and Earnout RSAs to be recognized over a weighted-average period of 1.0 year. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 19. Revenue Recognition Disaggregation of Revenue The following table sets forth the percentage of total Foundry revenue by industry: Year Ended December 31, 2021 2020 2019 Consumer and technology 36 % 12 % 19 % Food and nutrition 25 % 35 % 39 % Industrial and environment 16 % 29 % 13 % Agriculture 8 % 13 % 18 % Pharma and Biotech 8 % 2 % 2 % Government and Defense 7 % 9 % 9 % Total Foundry revenue 100 % 100 % 100 % The Company’s revenue is derived from customers located primarily in the United States. For the years ended December 31, 2021, 2020, and 2019, the Company’s revenue from customers within the United States comprised 86%, 88% and 81%, respectively, of total revenue. Contract Balances The Company recognizes a contract asset when the Company transfers goods or services to a customer before the customer pays consideration or before payment is due, excluding any amounts presented as accounts receivable. The Company did not have any contract assets as of December 31, 2021 and 2020. Contract liabilities, or deferred revenue, primarily consist of payments received in advance of performance under the contract or when the Company has an unconditional right to consideration under the terms of the contract before it transfers goods or services to the customer. The Company’s collaborative arrangements with its equity investees and related parties typically include upfront payments consisting of cash or non-cash non-cash The Company also invoices customers based on contractual billing schedules, which results in the recording of deferred revenue to the extent payment is received prior to the Company’s performance of the related services. Contract liabilities are recognized as revenue as (or when) the Company performs under the contract. Of the Company’s $128.5 million in deferred revenue at December 31, 2020, $28.8 million was recognized as revenue during 2021. Of the Company’s $147.9 million in deferred revenue at December 31, 2019, $25.5 million was recognized as revenue during 2020. Performance Obligations The aggregate amount of the transaction price that was allocated to performance obligations that have not yet been satisfied or are partially satisfied as of December 31, 2021 and 2020 was $21.1 million and $20.7 million, respectively. The Company has elected the practical expedient not to provide the remaining performance obligation disclosures related to contracts for which the Company recognizes revenue on a cost-plus basis in the amount to which it has the right to invoice and for contracts with a term of one year or less. As of December 31, 2021, of the performance obligations not yet satisfied or partially satisfied, approximately 90% is expected to be recognized as revenue during the years 2022 to 2026. The remainder cannot be reasonably estimated due to uncertainty about the timing of future events, including development milestones. When a milestone subject to the variable consideration constraint is achieved, the Company updates its estimate of the transaction price to include the milestone payment and records a cumulative catch-up catch-up catch-up |
Significant Collaboration Trans
Significant Collaboration Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Significant Collaboration Transactions [Abstract] | |
Significant Collaboration Transactions | 20. Significant Collaboration Transactions Arcaea LLC (FKA Kalo Ingredients, LLC) Summary of Arrangement Arcaea was formed in March 2021 to focus on the application of synthetic biology in the personal care products industry. In March 2021, the Company entered into (i) an Intellectual Property Contribution Agreement (“Arcaea IP Agreement”) that granted Arcaea a license to certain of the Company’s intellectual property, (ii) a Technical Development Agreement (“Arcaea TDA”) that establishes the terms under which the Company will provide technical research and development services, and (iii) a Common Unit Issuance Agreement (“Arcaea CUIA”) which compensates the Company for its intellectual property contribution. Contemporaneous with these transactions, Arcaea entered into a Series A Preferred Unit Purchase Agreement under which it sold 1,755,000 Series A preferred units to certain of the Company’s investors, for aggregate proceeds of approximately $19.5 million. The Series A Preferred Unit Purchase Agreement provided for the sale and issuance of up to an additional 7,245,000 Series A preferred units subsequent to the initial closing. In subsequent closings during 2021, Arcaea issued an additional 5,139,900 Series A preferred units to existing and third-party investors for aggregate proceeds of approximately $57.1 million and closed its Series A preferred unit financing. As a result, the Company received an additional 5,229,900 common units in Arcaea for total consideration of $35.5 million. Under the Arcaea IP Agreement, the Company licensed certain intellectual property to Arcaea for use in the development or the production of Arcaea’s products that the parties will subsequently agree to research and develop under technical development plans (“TDPs”). The license rights provide Arcaea with the ability to commercialize the specified products from the corresponding TDP under the Arcaea TDA. In return for the license to the intellectual property, Arcaea has agreed to issue the Company up to 9,000,000 common units in accordance with certain terms and conditions set forth within the agreements. The Company received 1,755,000 common units upon execution of the Arcaea CUIA and an additional 5,229,900 common units upon closing of the Series A preferred unit financing in July 2021 (as discussed above). No additional common units are expected to be issued to the Company. Under the Arcaea TDA, the parties jointly agree on TDPs, through equal representation on a joint steering committee, under which the Company will perform agreed-upon research and development services in return for consideration on a cost-plus basis for all services provided. Accounting Analysis The common unit investment in Arcaea is considered an equity method investment as a result of the Company’s ability to exercise significant influence over Arcaea’s financial and operating policies through its ownership of common units. The initial carrying value of the equity method investment in Arcaea is the fair value of the common units of $11.9 million received in exchange for the Arcaea IP Agreement which, as discussed below, was accounted for as deferred revenue at inception. The fair value of Arcaea’s common units was determined at inception of the agreements using the option pricing method. The option pricing method used a back-solve methodology to infer the total equity value based on the pricing of the Series A preferred unit financing, which was contemporaneous with the Arcaea IP Agreement. Further, the Company determined the rights to up to an additional 7,245,000 common units did not meet the definition of a freestanding financial instrument and are not representative of a derivative. The right to the additional common units is considered variable consideration that is fully constrained at inception and until the contingencies related to the issuance of the additional shares are resolved. The Series A preferred units issued by Arcaea receive a liquidation preference prior to common units. As such, the Company concluded that this represents a substantive profit-sharing arrangement, and the Company is recognizing earnings and losses on the equity method investment using the HLBV method. The Company recorded a $11.9 million loss on its equity method investment in Arcaea in 2021. The loss allocated to the Company primarily relates to Arcaea’s accounting for the non-cash in-process The relationship with Arcaea is a vendor-customer relationship and is within the scope of ASC 606, as the provision of services and corresponding license rights are considered a part of the Company’s ordinary activities. The common units issued to the Company represent non-cash The Company’s performance obligations under the contract consist of ten material rights to future technical research and development services and commercial licenses under individual TDPs that the Company expects to execute under the Arcaea TDA. The material rights represent an advance payment for the license rights, which will be granted upon the execution of future TDPs. As there is no additional payment for these license rights when future TDPs are executed, the Company has determined that there is a material right associated with each of the contemplated additional TDPs under the Arcaea TDA. The Company has allocated approximately $1.2 million of the upfront non-cash non-cash non-current Upon the execution of a TDP underlying a material right, the Company is obligated to provide technical research and development services under the TDP and a license to applicable patents and other intellectual property designed and developed under the TDP. The technical research and development services and license provided under a TDP are highly interdependent and interrelated with one another. Without the Company’s knowledge, expertise, and platform, there would not be a licensable strain or other commercializable product to transfer to Arcaea. Further, Arcaea has rights to development intellectual property created as part of each TDP, irrespective of the result of the development. Therefore, each executed TDP underlying a material right consists of one combined performance obligation for the technical research and development services and license to be provided by the Company. For each TDP underlying a material right, the transaction price consists of variable consideration for the most likely amount of estimated consideration to be received under the cost-plus arrangement and non-cash catch-up As of December 31, 2021, the Company had a deferred revenue balance of $47.4 million with Arcaea. During the year ended December 31, 2021, the Company recognized revenue of $3.7 million from services provided to Arcaea. Allonnia, LLC Summary of Arrangement In December 2019, the Company entered into (i) an Intellectual Property Contribution Agreement (“Allonnia IP Agreement”) that granted Allonnia a license to certain of the Company’s intellectual property, (ii) a Technical Development Agreement (“Allonnia TDA”) that establishes the terms under which the Company is providing technical development services, and (iii) a Common Unit Issuance Agreement (“CUIA”) which provides for the issuance of common units of Allonnia to the Company in exchange for the license rights granted under the Allonnia IP Agreement. Contemporaneous with these agreements, Allonnia entered into a Series A Preferred Unit Purchase Agreement under which Allonnia sold 2,970,000 Series A Preferred Units to certain of the Company’s investors, as well as a third-party investor, for aggregate proceeds of approximately $33.0 million. Allonnia also agreed to issue an additional 630,000 Series A Preferred Units to a strategic partner as compensation for the delivery of future services to Allonnia. The Series A Preferred Unit Purchase Agreement also provided for the sale and issuance of up to an additional 5,400,000 Series A Preferred Units subsequent to the initial closing. In 2020, Allonnia issued an additional 1,844,911 Series A Preferred Units, 1,664,911 of which were sold for aggregate proceeds of $18.5 million and 180,000 of which were issued in exchange for the rights to certain intellectual property which will vest based on the achievement of milestones associated with the development of the intellectual property received. In 2021, Allonnia issued an additional 22,500 Series A Preferred Units for aggregate proceeds of $0.2 million and closed their Series A Preferred Unit financing. Under the Allonnia IP Agreement, the Company licensed intellectual property to Allonnia for use in the development or the production of its products that the parties will subsequently agree to develop under TDPs. The license rights provide Allonnia with the ability to commercialize the specified products from the corresponding strain or enzyme, which can only be developed by the Company under the Allonnia TDA. The Company received 3,600,000 common units as consideration for the license upon execution of the Allonnia IP Agreement and an additional 1,867,411 common units during the year ended December 31, 2021 in connection with the closing of the Series A preferred unit financing. Under the Allonnia TDA, the parties jointly agree, through equal representation on a joint steering committee, on TDPs for specific strains and enzymes, in which the Company will perform agreed upon development services in return for consideration on a cost-plus basis for all services provided. Accounting Analysis The common unit investment in Allonnia is considered an equity method investment as a result of the Company’s ability to exercise significant influence over Allonnia’s financial and operating policies through its ownership of common units. The initial carrying value of the equity method investment in Allonnia is the fair value of the common units of $24.5 million received in exchange for the Allonnia IP Agreement which, as discussed below, was accounted for as deferred revenue at inception. The fair value of Allonnia’s common units was determined at inception of the agreements using the option pricing method. The option pricing method used a back-solve methodology to infer the total equity value based on the pricing of the Series A Preferred Unit financing, which was contemporaneous with the Allonnia IP Agreement. Further, the Company determined the rights to up to an additional 5,400,000 common units did not meet the definition of a freestanding financial instrument and are not representative of a derivative. The right to the additional common units is considered variable consideration that is fully constrained at inception and until the contingencies related to the issuance of the additional shares are resolved. This contingency was resolved in 2021 when the Company received an additional 1,867,411 common units in connection with the closing of the Series A preferred unit financing. The Series A Preferred Units issued by Allonnia receive a liquidation preference prior to common units. As such, the Company concluded that this represents a substantive profit-sharing arrangement and the Company is recognizing earnings and losses on the equity method investment using the HLBV method. The Company recorded a loss on equity method investment of $24.5 million in million in 2021 as a result of the application of the HLBV method. The loss allocated to the Company primarily relates to Allonnia’s accounting for the non-cash consideration related to the Allonnia IP Agreement as in-process research and development, which resulted in the full value of the Company’s intellectual property contribution being expensed in the year that the shares were issued. As of December 31, 2021, the carrying value of the equity method investment in Allonnia has been reduced to . There is no commitment for the Company to provide further financial support to Allonnia and therefore the carrying value of the equity method investment will not be reduced below zero. The relationship with Allonnia is a vendor-customer relationship and is within the scope of ASC 606 as the provision of services and corresponding license rights are considered a part of the Company’s ordinary activities and the common units represent non-cash The Company’s performance obligations under the contract consist of a ten material rights related to the estimated number of TDPs the parties expect to execute under the Allonnia TDA. The material rights represent an advance payment for the license rights which will be granted upon the execution of each TDP. As there is no additional payment for these license rights upon execution of a TDP, the Company has determined that there is a material right associated with each of the contemplated future TDPs. The Company has allocated $2.5 million of the upfront non-cash non-current Upon the execution of each TDP, the Company is obligated to provide development services under the TDP and a license to applicable patents and other intellectual property to the ingredient developed under the plan. The license and research and development services under a TDP are highly interdependent and interrelated with one another. Without the Company’s knowledge, expertise, and platform, there would not be a licensable strain or other commercializable product to transfer to Allonnia. Further, Allonnia has rights to all development intellectual property created as part of each TDP, irrespective of the result of the development. Therefore, each executed TDP consists of one combined performance obligation for the license and research and development services to be performed by the Company. For each TDP, the transaction price consists of variable consideration for the most likely amount of estimated consideration to be received under the cost-plus arrangement and the $2.5 million allocation of the fixed non-cash catch-up non-cash As of December 31, 2021 and 2020, the Company had a deferred revenue balance of $38.0 million and $26.1 million, respectively, with Allonnia. During the years ended December 31, 2021, 2020 and 2019, the Company recognized revenue of $5.1 million, $5.0 million and $0 million, respectively, from services provided to Allonnia. Motif FoodWorks, Inc. Summary of Arrangement In September 2018, the Company entered into (i) an Intellectual Property Contribution Agreement (“Motif IP Agreement”) with Motif that granted Motif a license to certain of the Company’s intellectual property and (ii) a Technical Development Agreement (“Motif TDA”) that establishes the terms under which the Company is providing technical development services. Under the Motif IP Agreement, the Company licensed intellectual property to Motif for use in strain development to produce ingredients that the parties will subsequently agree to develop under TDPs. The license rights provide Motif with the ability to commercialize the specified ingredients from the corresponding strain, which can only be developed by the Company under the Motif TDA. In return for the license to the intellectual property, Motif granted the Company 9,000,900 shares of common stock. Concurrent with the Motif IP Agreement, Motif also sold 8,100,720 shares of Series A preferred stock to certain of the Company’s investors, as well as third-party investors, for aggregate proceeds of approximately $90.0 million. The Motif TDA governs the procurement of the Company’s expertise and technical development services to collaborate in the research, development, and commercialization of specified ingredients. Under the Motif TDA, the parties jointly agree on TDPs for specific ingredients, in which the Company will perform agreed upon development services in return for consideration on a cost-plus fixed margin basis for all services provided. At inception, the Company estimated that it would execute ten TDPs with Motif. Accounting Analysis The investment in Motif common stock is considered an equity method investment as a result of the Company’s ability to exercise significant influence over the financial and operating policies through its common stock ownership. The initial carrying value of the equity method investment in Motif is the fair value of the common stock received in exchange for the Motif IP Agreement of $65.1 million which, as discussed below, is being accounted for as non-cash investment using the HLBV method. The Company recorded a loss on equity method investment of $65.1 million from inception through December 31, 2018 which reduced the carrying value to zero. The loss allocated to the Company primarily relates to Motif’s accounting for the non-cash in-process The overall arrangement with Motif is a vendor-customer relationship and is within the scope of ASC 606 as the provision of development services and corresponding license rights are considered a part of the Company’s ordinary activities. The licenses contemplated under the Motif IP Agreement are contingent upon a TDP being agreed to by the parties under the Motif TDA and only relate to strains that are developed under a TDP. While the TDPs require approval by the parties, the parties initially estimated that ten TDPs would be negotiated under the arrangement. The Company’s performance obligations under the Motif IP Agreement consist of ten material rights, related to the initial set of ingredients that the parties desired to develop in the first two years. The material rights represent an advance payment for the license rights which will be granted upon the execution of each TDP. As there is no additional payment for these license rights upon execution of a TDP, the Company has determined that there is a material right associated with each of the contemplated TDPs. The common stock received under the Motif IP Agreement is considered non-cash non-current Upon the execution of each TDP, the Company is obligated to provide development services under the TDP and a license to applicable patents and other intellectual property to the ingredient developed under the plan. The license and research and development services under a TDP are highly interdependent and interrelated with one another. Without the Company’s knowledge, expertise and platform, there would not be a licensable strain or other commercializable product to transfer to Motif. Further, Motif has rights to all development intellectual property created as part of each TDP, irrespective of the result of the development. Therefore, each executed TDP consists of one combined performance obligation for the license and research and development services to be performed by the Company. For each TDP, the transaction price consists of variable consideration for the most likely amount of estimated consideration to be received under the cost-plus arrangement and the $6.5 million which was allocated to the associated material right under the Motif IP Agreement. As the services performed by the Company create or enhance an asset (i.e., the specified ingredient) that Motif controls as the asset is created or enhanced, the Company satisfies the performance obligation and recognizes revenue over time. The Company uses an input method that compares total costs incurred relative to total estimated cost to complete to estimate progress under the contract. Any revisions to the estimated total budgeted costs to complete, and the resulting impact to revenue recognition, are reflected in the period of the change through a cumulative catch-up As of December 31, 2021 and 2020, the Company had a deferred revenue balance of $52.2 million and $54.0 million, respectively, with Motif. During the years ended December 31, 2021, 2020 and 2019, the Company recognized revenue of $20.2 million, $20.8 million and $19.0 million, respectively, from services provided to Motif. Genomatica, Inc. 2016 Genomatica Agreement In 2016, the Company purchased Series A preferred stock of Genomatica, Inc. (“Genomatica”), a biotechnology company specializing in the development and manufacturing of intermediate and specialty chemicals from both sugar and alternative feedstocks. The Company also entered into a Collaboration Agreement with Genomatica (“Genomatica Collaboration”) in connection with the financing. The Genomatica Collaboration was entered into to share expertise on biotechnology solutions. Specifically, Genomatica provided the Company with scale-up 2018 Genomatica Agreement In September 2018, the Company entered into a stock purchase agreement with Genomatica under which it received $40.0 million of Series B preferred stock from Genomatica. In lieu of cash consideration, the Company entered into a Foundry Terms of Service Agreement (“Genomatica FSA”) with Genomatica in which the Company would provide up to $40.0 million in services at no charge to Genomatica (“Initial Prepayment”). The Genomatica FSA terminated the Genomatica Collaboration and changed the pricing terms for work performed under TDPs to a cost-plus fixed margin agreement. Genomatica can apply a portion of the $40.0 million in prepaid services to outstanding invoices under the Genomatica FSA, subject to certain limitations that require cash payment for services over certain monthly thresholds. Further, while the Genomatica FSA replaced the Genomatica Collaboration, any fees that would have been paid to or by the Company under contracts previously governed by the Genomatica Collaboration continued to be shared between the parties. These amounts are either (i) added to, if payable to the Company, or (ii) reduced from, if payable to Genomatica, the balance of the prepaid services over the term of the arrangement, with certain restrictions. As of December 31, 2021 and 2020, the Company has received $8.3 million and $6.9 million, respectively, under the Genomatica FSA. All contracts previously governed by the Genomatica Collaboration have ended as of December 31, 2021, therefore, no additional payments are expected. Accounting Analysis The Company concluded the preferred stock investment was not in-substance Under the Genomatica Collaboration, the Company was entitled to receive a portion of fees earned from third party customers of Genomatica that were within the scope of the agreement. The Company accounted for the collaboration under ASC 808, however the Company applied ASC 606 by analogy for measurement and recognition purposes. Under the Genomatica Collaboration, the Company’s promises consisted of (i) licenses to the Company’s intellectual property, related to the specified development work, and (ii) research and development services. The Company determined that there was a single, combined performance obligation consisting of research services and licenses to certain intellectual property. The Company recognized the revenue for the combined performance obligation using an over-time input method, as the Company’s performance under the contract created or enhanced the target product or strain as such product or strain was developed. The Company measured progress based on the cost incurred relative to total forecasted cost. The Genomatica FSA represents a modification to the Genomatica Collaboration that resulted in a change in transaction price from milestones to a cost-plus fixed margin structure. The Genomatica FSA did not result in the addition of any distinct promised goods or services, and the Company’s remaining obligation post-modification was to finish the partially satisfied development work that had commenced under the Genomatica Collaboration. This performance obligation was satisfied during the year ended December 31, 2019 and the parties have entered into subsequent TDPs under the Genomatica FSA. As of December 31, 2021 and 2020, the Company had a deferred revenue balance of $17.1 million and $30.1 million, respectively, with Genomatica. During the years ended December 31, 2021, 2020 and 2019, the Company recognized revenue of $12.9 million, $9.4 million and $6.2 million, respectively, from services provided to Genomatica. Joyn Bio, LLC Summary of Arrangement In September 2017, the Company and certain other investors formed Cooksonia for the purposes of holding the Company’s investment in Joyn. Concurrently, Cooksonia entered into a commitment agreement with Bayer CropScience LP (“Bayer”) to form Joyn. Joyn is focused on research, development, discovery, and commercialization of engineered microbes for use in agriculture. The initial program uses advanced techniques in biology to study and engineer naturally occurring soil microbes and their nitrogen-fixing genes to enable crops to produce their own fixed nitrogen and reduce the nitrogen fertilizer required. The Company contributed $5.0 million in cash and certain intellectual property to Cooksonia in exchange for a 70% equity interest in Cooksonia (“Class A Units”). Cooksonia received $20.0 million in cash from another investor, who is a related party of the Company, for a 20% equity interest in Cooksonia (“Class B Units”). Cooksonia also received certain intellectual property from Genomatica and issued Genomatica a 10% equity interest in Cooksonia (“Cooksonia Class C Units”) and paid Genomatica $5.0 million in cash. Subsequently, Cooksonia contributed $20.0 million and all intellectual property received from the Company and Genomatica in exchange for a 50% equity interest in Joyn. Bayer contributed $20.0 million in cash funding plus specified intellectual property. In addition, Bayer committed to contribute up to an additional $60.0 million to be paid subject to certain funding procedures. In return, Bayer obtained a 50% equity interest in Joyn. The agreements may be terminated by mutual agreement, following a change in control, and for breach. Joyn is governed by a Board of Managers (“Joyn Board”) comprised of equal representation of the Company and Bayer. The Joyn Board has all the rights, powers, obligations, and authority to manage the business and affairs of Joyn. The Company also entered into a Foundry Services Agreement (“Joyn FSA”) with Joyn under which the Company will provide Joyn with technical services and preferred access to the Company’s facilities. Joyn paid the Company a non-refundable Accounting Analysis From inception, the Company’s investment in Cooksonia has represented a controlling financial interest, resulting in consolidation of Cooksonia within the Company’s consolidated financial statements (see Note 11). The initial cash and in-kind Consolidation non-controlling non-controlling Cooksonia accounts for its 50% equity interest in Joyn as an equity method investment based on the size of its equity interest and its influence on the board of directors. The equity method investment in Joyn was recorded at an initial carrying value of $97.9 million, which is the fair value of Cooksonia’s interest in Joyn. The fair value was determined by management with the assistance of a third-party valuation specialist. The option pricing model used a back-solve methodology to determine the total equity value based on the pricing of the Class B Units which were exchanged for cash. The license of intellectual property to Joyn has been accounted for under ASC 606 as described below. Upon liquidation, the net assets of Joyn are not distributed in accordance with each party’s respective ownership interest. Depending on the circumstances or type of liquidation event, Bayer or Cooksonia may receive certain preference payments or priority in the assets that are distributed. These preferences represent a substantive profit-sharing arrangement and, accordingly, Cooksonia recognizes earnings and losses on its equity method investment using the HLBV method. Refer to Note 11 for additional details on Cooksonia’s investment in Joyn. The Company accounts separately under ASC 606 for Cooksonia’s contribution of its intellectual property and the services performed by the Company under technical project plans governed by the Joyn FSA. The Company accounts for the intellectual property sale and the technical services separately as the two agreements were not negotiated with a single commercial objective, the consideration under each agreement is not interdependent, and the intellectual property contribution from Cooksonia is separate and distinct from the research and development services performed under the Joyn FSA. The Company considers the granting of licenses to the Company’s intellectual property as part of its ordinary business activities and, therefore, Cooksonia’s contribution of intellectual property to Joyn represents a contract with a customer. The intellectual property contains multiple licenses for which control transfers at inception and all revenue associated with the licenses was recognized during the year ended December 31, 2017. The Joyn FSA functions as a master services agreement that provides the framework for the ongoing research and development services relationship between the Company and Joyn. The Joyn FSA does not create a contract under ASC 606 as it does not identify goods or services to be performed nor does it define consideration under the contract. Upon the execution of a technical project plan under the Joyn FSA, the arrangement qualifies as a contract under ASC 606. The Company accounts for each technical project separately. Each technical project plan provides for distinct services in the context of the contract, has been separately negotiated with Joyn, focuses on different specified strains with separate scopes of work, and has its own budget. The sole performance obligation under each individual technical project plan consists of the research and development services as the requisite licenses were transferred prior to the execution of the technical project plans. The transaction price for each technical project plan is determined at plan inception based on the consideration that the Company negotiated in exchange for the services to be provided. The Company’s performance under each technical project plan creates or enhances assets under Joyn’s control. Joyn receives the benefits of the output of the research and development services which allow Joyn to make strategic business decisions on the direction of each product candidate. Therefore, the Company satisfies the respective performance obligations and recognizes revenue over time. As of December 31, 2021 and 2020, the Company had a deferred revenue balance of $4.6 million and $9.9 million, respectively, with Joyn, representing the remaining balance of the prepaid services. The entire deferred revenue balance remains refundable under certain termination scenarios. During the years ended December 31, 2021, 2020 and 2019, the Company recognized revenue of $5.3 million, $7.3 million and $9.3 million, respectively, from services provided to Joyn for which the balance was applied against deferred revenue. Amyris, Inc. During 2017, the Company terminated its collaborative relationship with Amyris, Inc. (“Amyris”) as provided in the Amyris Collaboration Agreement and executed a settlement arrangement (“Partnership Agreement”) under which the Company is entitled to receive (i) value share payments owed to the Company under the Amyris Collaboration Agreement, (ii) payments of $0.8 million each quarter commencing on December 31, 2018 through the quarter ended September 30, 2022, and (iii) payments due under an interest bearing $12.0 million promissory note. The parties amended the agreements during the year ended December 31, 2020 to defer certain payments and provide Amyris waivers for noncompliance with certain covenants. As of December 31, 2020, the Company was owed (i) the $12.0 million principal balance on the promissory note which matures on October 19, 2022 and (ii) payments under the Partnership Agreement, as amended, which includes quarterly payments of $0.2 million to $0.3 million through September 2022 and an end of term payment of $9.8 million on October 19, 2022. The Company concluded that all amounts due are a settlement for accounting purposes as the payments are being made without any obligation from the Company to Amyris. The balance due on the promissory note and right to payments due under the Partnership Agreement are not recognized in the Company’s financial statements until the gain is realized. The Company recognizes any payments made under the Partnership Agreement and promissory note, including interest, when the cash is received as a component of other (expense) income. On November 15, 2021, the Company received a $22.8 million payment from Amyris in full settlement of all amounts due under the Partnership Agreement including (i) the $12.0 million principal balance on the promissory note and all interest due, (ii) all quarterly payments due under the Partnership Agreement through September 2022 and (iii) an en |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 21. Employee Benefit Plan The Company has a 401(k) retirement plan covering substantially all employees. Under the retirement plan, employees make voluntary contributions and the Company makes a 5% non-elective |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 22. Income Taxes For the years ended December 31, 2021, 2020 and 2019, the loss before income tax es Year Ended December 31, 2021 2020 2019 Domestic $ (1,837,497 ) $ (124,834 ) $ (119,835 ) Foreign (625 ) — — Total $ (1,838,122 ) $ (124,834 ) $ (119,835 ) For the years ended December 31, 2021, 2020 and 2019, the Company incurred the following income tax (benefit) expense (in thousands): Year Ended December 31, 2021 2020 2019 Current state income tax $ 1 $ 26 $ 22 Deferred federal income tax (413 ) 581 — Deferred state income tax (912 ) 1,282 — Deferred foreign income tax (156 ) — — Income tax (benefit) expense $ (1,480 ) $ 1,889 $ 22 A reconciliation of income tax (benefit) expense computed at the statutory corporate income tax rate to the effective income tax rate for the years ended December 31, 2021, 2020 and 2019 is as follows: Year Ended December 31, 2021 2020 2019 Federal income tax at statutory rate 21.0 % 21.0 % 21.0 % State income tax 4.5 % 4.5 % 4.2 % Change in valuation allowance (23.9 )% (31.3 )% (25.2 )% Executive compensation (2.0 )% — — Equity investments (0.7 )% (0.6 )% (5.7 )% Tax credits 0.9 % 4.8 % 4.4 % Non-deductible 0.9 % (0.2 )% (0.1 )% Other expenses (0.6 )% 0.3 % 1.4 % Effective tax rate 0.1 % (1.5 )% — The Company’s deferred tax assets and liabilities consist of the following (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 174,127 $ 91,467 Tax credit carryforwards 37,455 20,338 Accrued expenses 2,690 1,265 Deferred revenue 45,928 28,590 Stock-based compensation 318,049 — Amortizable intangibles 3,834 4,198 Tenant allowance 2,927 2,206 Deferred tax assets before valuation allowance 585,010 148,064 Valuation allowance (583,107 ) (143,827 ) Deferred tax assets, net of valuation allowance 1,903 4,237 Deferred tax liabilities: Amortizable intangibles (4,722 ) — Property and equipment (830 ) (830 ) Basis differences (1,522 ) (5,270 ) Deferred tax liabilities (7,074 ) (6,100 ) Net deferred taxes $ (5,171 ) $ (1,863 ) Activity in the deferred tax assets valuation allowance is summarized as follows (in thousands): Beginning of Additions End of Deferred tax assets valuation allowance: Year ended December 31, 2021 $ 143,827 $ 439,280 $ 583,107 Year ended December 31, 2020 $ 104,745 $ 39,082 $ 143,827 The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. The Company considered its history of cumulative net losses incurred since inception and has concluded that it is more likely than not that it will not realize the benefits of the deferred tax assets. Accordingly, a valuation allowance has been established against the deferred tax assets as of December 31, 2021 and 2020 that are not expected to be realized. The Company reevaluates the positive and negative evidence at each reporting period. The valuation allowance increased on a net basis by approximately $439.3 million during the year ended December 31, 2021 primarily due to an increase in the deferred tax asset related to stock-based compensation and the increase in the net operating losses and tax credits carryforwards. As of December 31, 2021, the Company had federal net operating loss carryforwards of approximately $665.2 million, of which $139.2 million begin to expire in 2029. The Company has approximately $526.0 million of federal net operating losses as of December 31, 2021 that can be carried forward indefinitely. As of December 31, 2021, the Company had state net operating loss carryforwards of approximately $529.3 million, of which $485.9 million begin to expire in 2029. The Company has approximately $43.4 million of state net operating losses as of December 31, 2021 that can be carried forward indefinitely. As of December 31, 2021, the Company had federal research and development tax credit carryforwards of approximately $23.3 million which begin to expire in 2029. As of December 31, 2021, the Company also had state research and development and investment tax credit carryforwards of approximately $18.0 million which begin to expire in 2030. Under Sections 382 and 383 of the U.S. Internal Revenue Code, if a corporation undergoes an ownership change, the corporation’s ability to use its pre-change pre-change pre-change pre-change We assess the impact of various tax reform proposals and modifications to existing tax treaties in all jurisdictions where we have operations to determine the potential effect on our business and any assumptions we have made about our future taxable income. We cannot predict whether any specific proposals will be enacted, the terms of any such proposals or what effect, if any, such proposals would have on our business if they were to be enacted. Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminates the currently available option to deduct research and development expenditures and requires taxpayers to amortize them over five years. The U.S. Congress is considering legislation that would defer the amortization requirement to future periods, however, we have no assurance that the provision will be repealed or otherwise modified. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which the Company operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. As of December 31, 2021, the Company’s tax years are still open under statute from 2018 to the present in the United States and 2016 to the present in the Netherlands. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state taxing authorities to the extent utilized in a future period. The Company accounts for uncertain tax positions using a more likely than not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors that include, but are not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company evaluates uncertain tax positions on an annual basis and adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. As of December 31, 2021 and 2020, the Company had no recorded liabilities for uncertain tax positions and had no accrued interest or penalties related to uncertain tax positions. The Company does not expect a material change in unrecognized tax benefits in the next twelve months. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 23. Net Loss per Share As a result of the Business Combination, the Company has retroactively restated the weighted average shares outstanding prior to September 16, 2021 to give effect to the Exchange Ratio. The Company computes net loss per share of the Class A common stock and Class B common stock using the two-class Year ended December 31, 2021 2020 2019 Numerator: Net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders, basic $ (1,830,047 ) $ (126,609 ) $ (119,327 ) Change in fair value of warrant liabilities $ 58,615 — — Net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders, diluted $ (1,888,662 ) $ (126,609 ) $ (119,327 ) Denominator Weighted average common shares outstanding, basic 1,359,848,803 1,274,766,915 1,149,000,417 Weighted average effect of dilutive outstanding warrants 524,540 — — Weighted average common shares outstanding, diluted 1,360,373,343 1,274,766,915 1,149,000,417 Basic net loss per share $ (1.35 ) $ (0.10 ) $ (0.10 ) Diluted net loss per share $ (1.39 ) $ (0.10 ) $ (0.10 ) The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to Ginkgo Bioworks Holdings, Inc. common stockholders for the periods presented because including them would have been anti-dilutive: As of December 31, 2021 2020 2019 Warrants to purchase Class A common stock — 1,020,187 1,020,187 Outstanding stock options 25,228,853 33,354,871 35,276,812 Unvested RSUs 168,321,952 124,932,207 70,119,944 Unvested RSAs 182,622 419,049 675,887 New Ginkgo and Sponsor earnout shares (1) 160,995,237 — — 354,728,664 159,726,314 107,092,830 (1) Represents earnout shares for which the vesting conditions have not been satisfied. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | 24. Related Parties Related party transactions included in the Consolidated Balance Sheets, excluding the Company’s investments and equity method investments, are summarized below (in thousands): As of December 31, 2021 2020 Accounts receivable: Joyn $ 5 $ — Motif 3,020 2,403 Genomatica — 1,500 Allonnia 849 1,309 Arcaea 724 — $ 4,598 $ 5,212 Deferred revenue, current and non-current: Joyn $ 4,608 $ 9,862 Motif 52,171 53,952 Genomatica 17,111 30,128 Allonnia 38,016 26,064 Arcaea 47,356 — Other equity investees 1,559 72 $ 160,821 $ 120,078 Related party transactions included in the Consolidated Statements Operations and Comprehensive Loss, excluding the losses on the Company’s investments and equity method investments, are summarized below (in thousands): Year Ended December 31, 2021 2020 2019 Foundry revenue: Joyn $ 5,254 $ 7,273 $ 9,349 Motif 20,224 20,798 18,986 Genomatica 12,868 9,431 6,248 Allonnia 5,126 4,960 — Arcaea 3,676 — — Other equity investees 13 73 685 $ 47,161 $ 42,535 $ 35,268 Refer to Notes 10 and 20 for additional details on the Company’s investments and equity method investments held in its related parties. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 25. Subsequent Events The Company announced subsequent to year end a change in its reporting structure to formalize Concentric as a separate business unit. The purpose of the reorganization is to strengthen the Company’s focus on the Biosecurity market opportunity which the Company believes is broader than its current offering of the Concentric testing program. The Biosecurity business unit will initially consist of the Concentric platform along with additional biosecurity activities as they are developed potentially including wastewater monitoring, supporting rapid vaccine readiness and future biology-based countermeasures for infectious disease. Beginning in the first quarter of 2022, the Company will report its segment results under two reportable segments: Cell Programming / Foundry and Biosecurity. On March 11, 2022, the Company entered into a definitive 2 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The Business Combination was accounted for as a reverse recapitalization, in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, SRNG was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Old Ginkgo issuing stock for the net assets of SRNG, accompanied by a recapitalization. The net assets of SRNG are stated at historical cost, with no goodwill or other intangible assets recorded. The determination of Old Ginkgo as the accounting acquirer was primarily based on the fact that Old Ginkgo’s former shareholders currently have the largest voting interest in New Ginkgo, all of the management of New Ginkgo is comprised of Old Ginkgo’s former executive management, Old Ginkgo’s former directors and individuals designated by, or representing, Old Ginkgo shareholders constitute a majority of the initial New Ginkgo Board, and the operations of Old Ginkgo comprise all of the ongoing operations of New Ginkgo. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Old Ginkgo. The shares and corresponding capital amounts and loss per share prior to the Reverse Recapitalization have been retroactively restated to reflect the Exchange Ratio established in the Merger Agreement. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, majority owned subsidiaries and variable interest entities if the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Variable Interest Entities | Variable Interest Entities The Company evaluates its variable interests in variable interest entities (“VIE”) and consolidates VIEs when the Company is the primary beneficiary. The Company determines whether it is the primary beneficiary of each VIE based on its assessment of whether the Company possesses both (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses that could be significant to the VIE or the right to receive benefits that could be significant to the VIE. The Company reevaluates the accounting for its VIEs upon the occurrence of events that could change the primary beneficiary conclusion. As of December 31, 2021 and 2020, the maximum risk of loss related to the Company’s VIEs was limited to the carrying value of its investment in such entities. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions used in preparation of these consolidated financial statements include, among others, those related to the fair value of equity instruments and equity awards, revenue recognition, the fair value of loans receivable, the fair value of certain investments, including equity method investments, the fair value of warrant liabilities, accrued expenses, and income taxes. The Company bases its estimates on historical experience and other market-specific or relevant assumptions that it believes to be reasonable under the circumstances. Reported amounts and disclosures reflect the overall economic conditions that management believes are most likely to occur, and the anticipated measures management intends to take. Actual results could differ materially from those estimates. All revisions to accounting estimates are recognized in the period in which the estimates are revised. |
Segment Information | Segment Information The Company and the Chief Operating Decision Maker (“CODM”), which is comprised of the Chief Executive Officer and the Chief Operating Officer, view the Company’s operations and manage the business as a single operating segment. Strategic decisions are managed centrally, and consistent with this decision-making process, the CODM uses consolidated financial information for purposes of evaluating performance, allocating resources, as well as forecasting future period financial results. The majority of the Company’s long-lived assets are held in the United States. For the year ended December 31, 2021, two customers accounted for 17.0% and 10.5% of the Company’s total revenue. For the year ended December 31, 2020, two customers that are related parties accounted for 27.1% and 12.3% of the Company’s total revenue. For the year ended December 31, 2019, three customers that are related parties accounted for 35.0%, 17.3% and 11.5% of the Company’s total revenue and one customer that was not a related party accounted for 13.5% of the Company’s total revenue. No other customers exceeded more than 10% of the Company’s total revenue during the years ended December 31, 2021, 2020 and 2019. |
Concentration of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, accounts receivable, and loans receivable. The Company’s cash and cash equivalents and restricted cash are maintained in bank deposit accounts and money market funds that regularly exceed federally insured limits. The Company believes that it is not exposed to significant credit risk as its deposits are held in financial institutions that management believes to be of high credit quality. The Company’s accounts receivable primarily consists of amounts due under its Biosecurity contracts; however, concentrations of credit risk associated with these contracts are limited because the customer base is largely made up of state government agencies. The Company has not experienced any material write-offs related to its accounts receivable since inception. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in money market accounts. The carrying value of the Company’s cash and cash equivalents approximate fair value due to their short-term maturities. |
Restricted Cash | Restricted Cash Restricted cash primarily includes cash balances collateralizing letters of credit associated with the Company’s facility leases and a customer prepayment requiring segregation and restrictions in its use in accordance with the customer agreement. Restricted cash is included in other non-current |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable consists of credit extended to customers in the normal course of business and is reported at the estimated net realizable value. Accounts receivable includes unbilled amounts that have been recognized in revenue but have not yet been invoiced based on timing differences and the terms of the underlying arrangements. The Company maintains an allowance for doubtful accounts to provide for the estimated amounts of receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable. The Company re-evaluates |
Inventory, net | Inventory, net Inventory mainly consists of diagnostic testing kits purchased from suppliers, testing program supplies and the costs of assembling sample collection kits. Finished goods inventory for lateral flow assay (“LFA”) and polymerase chain reaction (“PCR”) tests are valued at the lower of cost or net realizable value using the first-in first-out |
Loans Receivable | Loans Receivable The Company has elected the fair value option under ASC 825, Financial Instruments |
Equity Method Investments | Equity Method Investments The Company utilizes the equity method to account for its investments in common stock, or in-substance For investments with a substantive profit-sharing agreement, the Company utilizes the Hypothetical Liquidation at Book Value (“HLBV”) method to allocate income and losses from the equity method investment. Under the HLBV method, the Company utilizes the capital account at the end of the period assuming the book value of the entity was liquidated or sold minus the same calculation at the beginning of the period. The difference is the share of earnings or losses attributable to the equity method investment. Under the equity method, if there is a commitment for the Company to fund the losses of its equity method investees, the Company would continue to record its share of losses resulting in a negative equity method investment, which would be presented as a liability on the Consolidated Balance Sheets. Commitments may be explicit and may include formal guarantees, legal obligations, or arrangements by contract. Implicit commitments may arise from reputational expectations, intercompany relationships, statements by the Company of its intention to provide support, a history of providing financial support or other facts and circumstances. When the Company has no commitment to fund the losses of its equity method investees, the carrying value of its equity method investments will not be reduced below zero. The Company had no commitment to fund additional losses of its equity method investments during the years ended December 31, 2021, 2020 and 2019. The Company evaluates its equity method investments for impairment whenever events or circumstances indicate that the carrying value of the investment may not be recoverable. The Company considers the investee’s financial position, forecasts and economic outlook, and the estimated duration and extent of losses to determine whether a recovery is anticipated. An impairment that is other-than-temporary is recognized in the period identified. The Company has not recognized an impairment loss related to its equity method investments for the years ended December 31, 2021, 2020 and 2019. The Company may elect the fair value option for its equity method investments on an investment-by-investment |
Investments | Investments Investments include warrants and marketable equity securities in publicly-traded companies and non-marketable Investments in warrants and marketable equity securities of publicly-traded companies are measured at fair value with subsequent changes in fair value recorded in loss on investments in the Consolidated Statements of Operations and Comprehensive Loss. Investments in non-marketable regularly monitors these investments to |
Fair Value Measurements | Fair Value Measurements The Company categorizes its assets and liabilities measured at fair value in accordance with the authoritative accounting guidance that establishes a consistent framework for measuring fair value and requires disclosures for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. ASC 820, Fair Value Measurement ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1- • Level 2- • Level 3- To the extent that the valuation is based on models or inputs that are either less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company valued its money market fund holdings, loans receivable, marketable equity securities, warrant liabilities and contingent consideration at fair value on a recurring basis. The carrying amounts of the Company’s other financial instruments, which include accounts receivable, certain prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities, approximate their fair values due to their short-term nature. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value. The Company has not recognized an impairment loss for the years ended December 31, 2021, 2020 and 2019. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method of accounting. The Company recognizes the identifiable assets acquired and liabilities assumed at their acquisition-date fair values and recognizes any excess of the total consideration paid over the fair value of the identifiable net assets as goodwill. Any purchase price that is considered contingent consideration is measured at its estimated fair value at the acquisition date and remeasured at each reporting period, with changes in estimated fair value recorded in general and administrative expenses on the Consolidated Statements of Operations and Comprehensive Loss. Acquisition transaction costs are expensed when incurred. The operating results of an acquisition are included in the Company’s consolidated financial statements as of the acquisition date. |
Intangible Assets, net | Intangible Assets, net Intangible assets, net consist of certain definite-lived assets including patents, processes and know-how The Company reviews intangible assets for impairment whenever events or changes in circumstances have occurred which could indicate that the carrying value of the assets are not recoverable. Recoverability is measured by comparing the carrying value of the intangible assets to the future undiscounted cash flows expected to be generated by the asset. In determining the expected future cash flows, the Company uses assumptions believed to be reasonable, but which are unpredictable and inherently uncertain. Actual future cash flows may differ from the estimates used in impairment testing. The Company recognizes an impairment loss when and to the extent that the estimated fair value of an intangible asset is less than its carrying value. The Company has not recognized an impairment loss for the years ended December 31, 2021, 2020 and 2019. |
Goodwill | Goodwill Goodwill represents the excess of acquisition cost over the fair market value of the net assets acquired. Goodwill is tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. The Company considers various qualitative factors that could indicate impairment such as macroeconomic conditions, industry and market environment, technological obsolescence, overall financial performance of the Company, cash flow from operating activities and market capitalization. If the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment to compare the fair value of the reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds the fair value, an impairment loss is recognized. A combination of the income approach and the market approach may be used to determine fair value of the reporting unit. The Company has not recognized an impairment loss for the years ended December 31, 2021, 2020 and 2019. |
Deferred Rent | Deferred Rent Deferred rent consists of the difference between cash paid and rent expense recognized on a straight-line basis for the facilities that the Company occupies under operating leases. The Company classifies the current portion of the deferred rent balance as a component of accrued expenses and other current liabilities on the Consolidated Balance Sheets. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers exchange for those goods or services. To determine revenue recognition for arrangements that are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the promises and distinct performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligations. Foundry Revenue The Company generates license and service revenue through the execution of license and collaboration agreements whereby customers obtain license rights to the Company’s proprietary technology and intellectual property for use in the research, development and commercialization of engineered organisms, and derived products. Under these agreements, the Company typically provides research and development services, which includes the provision of a license to the Company’s intellectual property. Additionally, the customer obtains license rights to the output of the Company’s services in order to commercialize the resulting output of such services. Generally, the terms of these agreements provide that the Company receives some combination of: (1) Foundry usage fees in the form of (i) upfront payments upon consummation of the agreement or other fixed payments, (ii) reimbursement for costs incurred for research and development services and (iii) milestone payments upon the achievement of specified technical criteria, plus (2) downstream value share payments in the form of (i) milestone payments upon the achievement of specified commercial criteria, (ii) royalties on sales of products from or comprising engineered organisms arising from the collaboration or licensing agreement and (iii) royalties related to cost of goods sold reductions realized by customers. The Company’s collaboration and licensing agreements often contain multiple promises, including (i) licenses and assignments of intellectual property and materials and (ii) research and development services, and the Company determines whether each of the promises is a distinct performance obligation based on the nature of each agreement. As the Company is generally performing research and development services that are highly integrated and interrelated to the licenses and assignments of intellectual property and materials, the promises are generally inseparable. As such, the Company typically combines the research and development services, licenses, and assignments into a single performance obligation. However, for certain agreements, the Company only grants licenses or effects such transfers and assignments upon the successful completion of the research and development services or delivery of a developed product. For these agreements, the Company typically considers (i) the research and development services and (ii) the licenses, transfers, and assignments as distinct performance obligations, as each is transferred separately and has a separately identifiable benefit. Options to acquire additional goods and services are evaluated to determine if such options provide a material right to the counterparty that it would not have received without entering into the contract. If so, the option is accounted for as a separate performance obligation. If not, the option is considered a marketing offer which is accounted for as a separate contract upon the counterparty’s election. At contract inception, the Company determines the transaction price, including fixed consideration and any estimated amounts of variable consideration. Any upfront cash payment received upon consummation of the agreement is fixed and generally non-refundable. non-cash non-cash non-cash For agreements with promises that are combined into a single performance obligation, the entire transaction price is allocated to the single performance obligation. For agreements with multiple performance obligations, the transaction price is allocated to the performance obligations using the relative standalone selling price methodology. For agreements featuring variable consideration, the Company allocates variable consideration to one or more, but not all, performance obligations if certain conditions are met. Specifically, the Company assesses whether the variable consideration relates solely to its efforts to satisfy the performance obligation and whether allocating such variable consideration entirely to the performance obligation is consistent with the overall allocation objective. If these conditions are not met, the Company allocates the variable consideration based on the relative standalone selling price methodology. The key assumptions utilized in determining the standalone selling price for each performance obligation include development timelines, estimated research and development costs, commercial markets, likelihood of exercise (in the case of options considered to be material rights), and probabilities of success. For agreements where the licenses or assignments are considered separate performance obligations or represent the only performance obligation, the Company recognizes revenue at the point in time that the Company effectively grants the license as the licenses or assignments represent functional intellectual property. For agreements where the licenses and the research and development services represent a combined performance obligation, the Company recognizes revenue over the period of performance using a measure of progress based on costs incurred to date as compared to total estimated costs. The Company evaluates its measure of progress to recognize revenue at each reporting period and, as necessary, adjusts the measure of progress and related revenue recognition. The Company’s measure of progress and revenue recognition involves significant judgment and assumptions, including, but not limited to, estimated costs and timelines to complete its performance obligations. The Company evaluates contract modifications and amendments to determine whether any changes should be accounted for prospectively or on a cumulative catch-up Royalties are recognized as revenue when sales have occurred as the Company applies the sales or usage-based royalties recognition constraint. The Company has determined the application of this exception is appropriate because the license granted in the agreement is the predominant item to which the royalties relate. As the Company receives upfront payments for technical services under certain of its arrangements, the Company evaluates whether any significant financing components exist given the term over which the fees will be earned may exceed one year. Based on the nature of the Company’s agreements, there are no significant financing components as the purpose of the upfront payment is not to provide financing, but rather to secure technical services, exclusivity rights, and Foundry capacity, or the timing of transfer of those goods or services is at the discretion of the customer. Deferred revenue represents consideration received by the Company in excess of revenue recognized and primarily results from transactions where the Company receives upfront payments and non-cash non-current Collaboration Arrangements For arrangements that do not represent contracts with a customer, the Company analyzes its collaboration transactions to assess whether they are within the scope of ASC 808, Collaborative Arrangements Biosecurity Revenue In 2020, the Company launched its commercial offering of COVID-19 end-to-end COVID-19 K-12 COVID-19 end-to-end end-to-end COVID-19 web-based Product revenue is recognized when the test kits are shipped and risk of loss is transferred to the carrier. The Company’s test kits are generally not subject to a customer right of return except for product recalls under the rules and regulations of the U.S. Food and Drug Administration (“FDA”). The Company has elected to include shipping and handling fees billed to customers as a component of Biosecurity revenue. Service revenue from the Company’s end-to-end COVID-19 web-based |
Cost of Biosecurity Revenue | Cost of Biosecurity Revenue Cost of Biosecurity product revenue consists of costs associated with the sale of diagnostic and sample collection test kits which includes costs paid to purchase test kits from third parties. Cost of Biosecurity service revenue consists of costs associated with the provision of the Company’s end-to-end COVID-19 web-based |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development costs consist of direct and indirect internal costs related to specific projects and initiatives, acquired intellectual property deemed to be in-process |
Patent Costs | Patent Costs The Company expenses all costs as incurred in connection with the filing, prosecution, maintenance, defense, and enforcement of patent applications, including direct application fees and related legal and consulting expenses. Patent costs are included in general and administrative expenses within the Consolidated Statements of Operations and Comprehensive Loss. |
Stock-Based Compensation | Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards based on estimated grant-date fair values recognized over the requisite service period. For awards that vest solely based on a service condition, the Company recognizes compensation expense on a straight-line basis over the requisite service period. For awards that vest based on multiple conditions, the Company recognizes compensation expense using the accelerated attribution method on a tranche- by-tranche catch-up The Company estimates the grant date fair value of stock options using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of subjective assumptions, including fair value of common stock (for options granted prior to the Business Combination), expected term, expected volatility, risk-free interest rate and expected dividend yield. The expected term was generally determined using the “simplified” method for standard options. The Company determined expected volatility using the historical volatility of the stock prices of similar publicly traded peer companies. The risk-free interest rate was based on the yield available on U.S. Treasury zero-coupon For awards with market conditions, the Company determines the grant date fair value using a Monte Carlo simulation model, which incorporates various assumptions including expected stock price volatility, risk-free interest rates, expected term, and expected dividend yield. The Company determines expected volatility using the historical volatility of the stock prices of similar publicly traded peer companies. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon For awards granted prior to the Business Combination, the Company utilized the hybrid method to estimate the grant date fair value of its common stock underlying its stock-based awards. The hybrid method is a probability-weighted expected return method (“PWERM”) where the equity value in at least one scenario is allocated using an option pricing method (“OPM”). Under the PWERM, the value of the common stock is estimated based on the probability-weighted present value of expected future investment returns considering various liquidity events and the rights and privileges of each class of equity. Under the OPM, each class of stock is treated as a call option on the Company’s equity value, with exercise prices based on the liquidation preferences of the convertible preferred stock. The Black-Scholes model is used to price the call options which includes assumptions for the time to liquidity and volatility of equity value. A discount for lack of marketability is then applied to the common stock value. There are significant judgments and estimates inherent in determining the fair value of the common stock. These judgments and estimates include factors, both subjective and objective, including: (i) a discount for lack of marketability; (ii) external market data; (iii) historical activity by the Company in selling equity to outside investors; (iv) the Company’s stage of development; (v) rights and preferences of the Company’s equity securities that rank senior to common stock; and (vi) the likelihood of various liquidity events, among others. Changes to these assumptions could result in different fair values of common stock. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Potential for recovery of deferred tax assets is evaluated by considering several factors, including estimating the future taxable profits expected, estimating future reversals of existing taxable temporary differences, considering taxable profits in carryback periods, and considering prudent and feasible tax planning strategies. The Company accounts for uncertain tax positions using a more-likely-than-not |
Warrant Liabilities | Warrant Liabilities The Company classifies Private Placement Warrants and Public Warrants (both defined and discussed in Note 15) as liabilities. At the end of each reporting period, changes in fair value during the period are recognized as change in fair value of warrant liabilities on the Consolidated Statements of Operations and Comprehensive Loss. The Company will continue to adjust the warrant liability for changes in the fair value until the earlier of (a) the exercise or expiration of the warrants or (b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in |
Foreign Currency Translation | Foreign Currency Translation The Company’s reporting currency is the U.S. dollar while the functional currency of the Company’s non-U.S. non-U.S. Foreign Currency Matters period-end |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner |
Net Loss per Share | Net Loss per Share The Company follows the two-class two-class two-class two-class Basic net loss per share is computed by dividing the net loss attributable to Ginkgo Bioworks Holdings, Inc. common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share is equal to the net loss attributable to Ginkgo Bioworks Holdings, Inc. common stockholders less the gain (if any) on the change in fair value of warrant liabilities, divided by the weighted average number of common shares outstanding for the period, including the effect of potentially dilutive common shares. For purposes of this calculation, outstanding options to purchase shares of common stock, unvested RSAs, unvested RSUs, warrants to purchase shares of common stock and contingently issued earnout shares are considered potentially dilutive common shares. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, under which it may take advantage of an extended transition period for complying with new or revised accounting standards until such time as those standards apply to private companies. The Company has elected not to opt out of this extended transition period and, as a result, these consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Recently Adopted Accounting Pronouncements In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities 2018-17”). 2018-17 2018-17 Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842): Amendments to the FASB Accounting Standards Codification right-of-use and uncertainty of cash flows arising from leases. The Company is required to adopt ASC 842 as of January 1, 2022. In connection with the adoption of ASC 842, the Company will apply the modified retrospective approach and recognize a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption. The Company has elected to apply the package of practical expedients that allows for not reassessing (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification of any expired or existing leases, and (iii) the accounting for initial direct costs for any existing leases. The Company has also elected, by class of underlying asset, not to apply the recognition requirements of ASC 842 to short-term leases. While the Company continues to assess the various impacts of adoption, the most significant effects will primarily relate to (1) the recognition of an ROU asset and lease liability on the balance sheet for the Company’s existing operating leases; and (2) providing significant new disclosures about leasing activities. The Company does not anticipate that the adoption of ASC 842 will have a material impact on its results of operations and cash flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2016-13”). 2016-13 In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ 2019-12”). 2019-12 step-up 2019-12 In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the FASB Emerging Issues Task Force) 2020-01”). 2020-01 2020-01 In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40) 2020-06”) 2020-06 if-converted In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance 2021-10”). transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy including: (1) the types of transactions; (2) the accounting for the transactions; and (3) the effect of the transactions on a business entity’s financial statements. ASU 2021-10 2021-10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Lives of Property and Equipment | Estimated lives of property and equipment are as follows: Estimated Useful Life Computer equipment and software 2 to 5 years Furniture and fixtures 7 years Lab equipment 1 to 5 years Facilities 15 to 30 years Vehicles 5 years Leasehold improvements Shorter of useful life or remaining lease term |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Summary of Net Proceeds from Business Combination | Cash—SRNG Trust and cash (net of redemptions) $ 857,747 Cash—PIPE Investment 760,000 Less: Payment of underwriter fees and other offering costs (108,118 ) Net proceeds from the Business Combination $ 1,509,629 |
Schedule of Business Combination Common Stock Shares Outstanding | The following table summarizes the number of shares of common stock outstanding immediately following the consummation of the Business Combination: SRNG shares outstanding prior to the Business Combination 215,625,000 Less: redemption of SRNG shares prior to the Business Combination (86,725,312 ) Less: SRNG shares forfeited (11,534,052 ) Common stock of SRNG (1) 117,365,636 Shares issued pursuant to the PIPE Investment 76,000,000 Business Combination and PIPE Investment shares 193,365,636 Conversion of Old Ginkgo Series B preferred stock to common stock 203,346,152 Conversion of Old Ginkgo Series C preferred stock to common stock 228,641,430 Conversion of Old Ginkgo Series D preferred stock to common stock 302,464,716 Conversion of Old Ginkgo Series E preferred stock to common stock 170,227,108 Conversion of Old Ginkgo common stock (2) 387,016,194 Total shares of New Ginkgo common stock outstanding immediately following the Business Combination 1,485,061,236 (1) Includes 16,737,183 shares of Class A common stock, the Sponsor Earnout Shares, that are subject to forfeiture if certain earnout conditions are not met, as the shares are legally outstanding as of the Closing of the Business Combination. (2) Excludes 283,396,094 shares of Class A and Class B common stock underlying rollover equity instruments (i.e., restricted stock units and stock options) and 259,440 shares of Class A and Class B common stock underlying unvested restricted stock awards. |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Asset Acquisition [Abstract] | |
Fair Value Of Consideration Transferred | The following table summarizes the preliminary acquisition date fair value of the consideration transferred for Dutch DNA (in thousands): Cash $ 11,451 Fair value of Class A common stock 15,087 Contingent consideration 8,760 Total Dutch DNA consideration $ 35,298 |
Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the acquisition date fair values of assets acquired and liabilities assumed as of the acquisition date (in thousands): Cash $ 387 Accounts receivable 149 Prepaid expenses and other current assets 170 Property, plant and equipment 234 Intangibles (1) 20,500 Goodwill (2) 15,177 Accounts payable (194 ) Accrued expenses and other current liabilities (137 ) Other non-current (988 ) Net assets acquired $ 35,298 (1) Estimated useful life of 15 years. (2) Non-deductible |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Summary of Assets and Liabilities That Are Measured At Fair Value On Recurring Basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): As of December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Money market funds, included in cash and cash equivalents $ 1,482,063 $ 1,482,063 $ — $ — Synlogic, Inc. common stock, included in investments 15,345 15,345 — — Synlogic, Inc. warrants, included in investments 6,166 — 6,166 — Cronos Group Inc. common stock, included in investments 10,331 — 10,331 — Loans receivable, included in prepaid expenses and other current assets 11,559 — — 11,559 Total assets $ 1,525,464 $ 1,497,408 $ 16,497 $ 11,559 Liabilities: Public Warrants, included in warrant liabilities $ 77,280 $ 77,280 $ — $ — Private Placement Warrants, included in warrant liabilities 58,558 — — 58,558 Contingent consideration, included in other non-current 8,467 — — 8,467 Total liabilities $ 144,305 $ 77,280 $ — $ 67,025 As of December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Money market funds, included in cash and cash equivalents $ 372,537 $ 372,537 $ — $ — Synlogic, Inc. common stock, included in investments 13,696 13,696 — — Synlogic, Inc. warrants, included in investments 5,504 — 5,504 — Loans receivable, included in prepaid expenses and other current assets 2,268 — — 2,268 Loans receivable, net of current portion 13,298 — — 13,298 Total assets $ 407,303 $ 386,233 $ 5,504 $ 15,566 |
Summary of Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 inputs used in the recurring valuation of the Private Placement Warrants as of their measurement dates: September 16, 2021 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 11.42 $ 8.31 Volatility 53.1 % 58.7 % Term (in years) 5.00 4.71 Risk-free interest rate 0.84 % 1.25 % |
Schedule of Change in the Fair Value of the Warrant Liability | The following table provides a reconciliation of loans receivable measured at fair value using Level 3 significant unobservable inputs (in thousands): 2021 2020 Balance at January 1 $ 15,566 $ 4,830 Purchases and issuances — 10,475 Proceeds from loans receivable (304 ) (800 ) Conversion of promissory notes (195 ) — Change in fair value (3,508 ) 1,061 Balance at December 31 $ 11,559 $ 15,566 |
Contingent Consideration [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of Change in the Fair Value of the Warrant Liability | The following table provides a reconciliation of the contingent consideration measured at fair value using Level 3 significant unobservable inputs (in thousands): 2021 Balance at January 1 $ — Acquisition 8,760 Change in fair value (293 ) Balance at December 31 $ 8,467 |
Private Placement Warrants [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of Change in the Fair Value of the Warrant Liability | The following table provides a reconciliation of the Private Placement Warrants measured at fair value using Level 3 significant unobservable inputs (in thousands): 2021 Balance at January 1 $ — Additions pursuant to the Business Combination 90,263 Change in fair value (31,705 ) Balance at December 31 $ 58,558 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of Prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2021 2020 Prepaid expenses $ 9,739 $ 9,727 Prepaid insurance 9,199 1,127 Prepaid inventory 144 6,536 Loans receivable 11,559 2,268 Other receivables 2,198 761 Other current assets 698 680 Prepaid expenses and other current assets $ 33,537 $ 21,099 |
Inventory, net (Tables)
Inventory, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Net | Inventory, net consisted of the following (in thousands): As of December 31, 2021 2020 Finished goods $ 3,264 $ 2,756 Raw materials 64 — Work in process 50 — Less: Inventory reserve (16 ) (20 ) Inventory, net $ 3,362 $ 2,736 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment Net | Property and equipment, net consisted of the following (in thousands): As of December 31, 2021 2020 Facilities $ 12,762 $ 12,762 Furniture and fixtures 4,617 2,165 Lab equipment 113,963 51,072 Computer equipment and software 10,129 6,204 Leasehold improvements 55,033 40,435 Construction in progress 10,278 42,575 Vehicles 40 — Total property and equipment 206,822 155,213 Less: Accumulated depreciation (61,052 ) (33,778 ) Property and equipment, net $ 145,770 $ 121,435 |
Investments and Equity Method_2
Investments and Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Investments and Equity Method Investments | Investments and equity method investments consisted of the following (in thousands): As of December 31, 2021 2020 Investments: Genomatica, Inc. preferred stock $ 55,000 $ 55,000 Synlogic, Inc. common stock 15,345 13,696 Synlogic, Inc. warrants 6,166 5,504 Cronos Group Inc. common stock 10,331 — Non-marketable 15,195 — Total $ 102,037 $ 74,200 Equity method investments (1) Joyn Bio, LLC $ 11,694 $ 28,924 Other 1,500 — Total $ 13,194 $ 28,924 (1) Equity method investments in Platform Ventures with a carrying value of zero as of December 31, 2021 and 2020 were excluded from the table above. (Loss) gain on investments and equity method investments consisted of the following (in thousands): Year Ended December 31, 2021 2020 2019 (Loss) gain on investments: Synlogic, Inc. common stock $ 1,649 $ (2,663 ) $ (19,403 ) Synlogic, Inc. warrants 662 (1,070 ) (7,797 ) Cronos Group Inc. (13,854 ) — — Total $ (11,543 ) $ (3,733 ) $ (27,200 ) Loss on equity method investments: Joyn Bio, LLC $ (17,230 ) $ (396 ) $ (1,730 ) Allonnia, LLC (12,698 ) — (24,480 ) Arcaea, LLC (47,356 ) — — Glycosyn, LLC — — (1,323 ) Total $ (77,284 ) $ (396 ) $ (27,533 ) |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Summary of assets and liabilities | The following table presents the carrying amounts and classification of the VIEs’ assets and liabilities included in the Consolidated Balance Sheets: As of December 31, 2021 2020 Cash and cash equivalents $ 58,025 $ — Prepaid expenses and other current assets 737 — Equity method investments 11,694 28,924 Total assets $ 70,456 $ 28,924 Accounts payable $ 188 $ — Accrued expenses and other current liabilities 440 — Total liabilities $ 628 $ — |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following (in thousands): As of December 31, 2021 2020 Beginning balance $ 1,857 $ 1,857 Goodwill acquired in Dutch DNA acquisition 15,177 — Measurement period adjustment (see Note 4) 5,000 — Currency translation (722 ) — Ending balance $ 21,312 $ 1,857 |
Schedule of Intangible Assets | Intangible assets, net consisted of the following (in thousands): Weighted Gross Accumulated Net (1) Balances as of December 31, 2021 Acquired technology 13.3 $ 25,038 $ (3,396 ) $ 21,642 Balances as of December 31, 2020 Acquired technology 6.0 $ 5,490 $ (2,196 ) $ 3,294 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Summary of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, 2021 2020 Employee compensation and benefits $ 3,650 $ 3,037 Professional fees 14,871 6,381 Property and equipment 991 10,017 Product revenue accruals 4,565 — Biosecurity service revenue accruals 28,726 1,440 Inventory related accruals 3,538 — Lab supplies 560 4,276 External research and development expenses 11 2,594 Liability classified stock-based compensation (Note 18) 26,612 — Capital lease obligation 747 485 Other current liabilities 9,061 2,275 Accrued expenses and other current liabilities $ 93,332 $ 30,505 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under noncancelable operating lease agreements, inclusive of payments for the lease financing obligations, as of December 31, 2021 are as follows (in thousands): Years Ending December 31, Minimum Lease (1) 2022 $ 20,600 2023 22,505 2024 33,469 2025 47,376 2026 44,092 Thereafter 517,399 Total $ 685,441 (1) Excluded from the table above is $6.1 million of other debt associated with construction in progress related to build-to-suit |
Schedule of Future Minimum Lease Payments Under Capital Leases | Future minimum lease payments under capital leases as of December 31, 2021 are as follows (in thousands): Years Ending December 31, Minimum Lease 2022 $ 816 2023 681 2024 438 2025 163 2026 — Thereafter — Total noncancelable payments $ 2,098 Less: Imputed interest expense (127 ) Present value of future minimum lease payments $ 1,971 |
Summary of Minimum Purchase Commitments Under Collaboration Agreement | Minimum purchase commitments for the remaining contract years of the collaboration agreement are as follows (in thousands): Contract Years Minimum Purchase October 1, 2020 - March 31, 2022 15,000 April 1, 2022 - March 31, 2023 14,000 April 1, 2023 - March 31, 2024 17,500 April 1, 2024 - March 31, 2025 17,500 Thereafter 35,000 Total $ 99,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule Of Common Stock Reserved For Future Issuances | Common Stock Reserved for Future Issuances The Company had the following common stock reserved for future issuance as of the date indicated: December 31, 2021 Stock options issued and outstanding 25,228,853 Restricted stock units outstanding 168,321,952 Shares available for grant under the 2021 Plan 200,569,979 Shares available for grant under the ESPP 20,000,000 Warrants to purchase Class A common stock 51,824,925 Total common stock reserved for future issuances (1) 465,945,709 (1) Excludes unvested earnout shares which are restricted shares issued to equity holders of Old Ginkgo as part of the Business Combination (Note 3) and are recorded in equity as shares outstanding upon satisfying the vesting conditions. |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity for the year ended December 31, 2021 is presented below: Number Weighted Weighted Aggregate (1) (in years) (in thousands) Outstanding as of December 31, 2020 33,354,871 $ 0.02 Granted 1,664,251 $ 0.50 Exercised (10,969,639 ) $ 0.02 Forfeited (1,594,820 ) $ 0.02 Outstanding as of December 31, 2021 22,454,663 $ 0.05 2.32 $ 185,620 Exercisable as of December 31, 2021 22,385,232 $ 0.02 2.30 $ 185,620 (1) The aggregate intrinsic value is calculated as the difference between the Company’s closing stock price on the last trading day of the year and the exercise prices, multiplied by the number of in-the-money |
Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards Granted | The weighted-average fair value of options granted during the year ended December 31, 2021 was $8.97 per share and was calculated using the following assumptions. No options were granted during 2020 and 2019. Year Ended Risk-free interest rate 0.11 % Dividend yield 0 % Expected volatility 88.6 % Expected term (in years) 0.96 |
Summary of RSU and RSA Activity | A summary of the RSU and RSA activity for the year ended December 31, 2021 is presented below: Restricted Stock Units Restricted Stock Awards Number of Weighted (1) Number Weighted Nonvested as of December 31, 2020 124,932,207 $ 1.74 419,049 $ 1.99 Granted 133,307,479 $ 13.53 — Vested (85,829,389 ) $ 13.39 (236,427 ) $ 1.99 Forfeited (4,088,345 ) $ 5.23 — Nonvested as of December 31, 2021 168,321,952 $ 13.58 182,622 $ 1.99 (1) The weighted average grant date fair value of awards nonvested as of December 31, 2020 and awards forfeited prior to the modification date reflect the original grant date fair value and not the modification-date fair value. |
Schedule of Assumptions Used to Estimate Fair Value, Earnout RSUs | The grant date fair value of Earnout RSUs was estimated on the Closing Date and remeasured on the modification date using a Monte Carlo simulation model with the following assumptions: Year Ended Risk-free interest rate 0.84% - 1.21% Expected volatility 53.1% - 81% Expected term (in years) 4.83 - 5 Dividend yield — |
Summary of Activity For Earnout RSA | A summary of activity during the year ended December 31, 2021 for the Earnout RSUs and the earnout shares underlying Old Ginkgo RSAs (“Earnout RSAs”) is presented below: Number of Weighted Nonvested as of December 31, 2020 — Granted 30,539,475 $ 12.91 Vested (2,580,570 ) $ 13.33 Forfeited (95,780 ) $ 12.92 Nonvested as of December 31, 2021 27,863,125 $ 12.87 |
Summary of Stock-based Compensation | Stock-based compensation expense was allocated as follows (in thousands): Year Ended December 31, 2021 2020 2019 Research and development $ 926,730 $ 79 $ 64 General and administrative 755,835 397 707 Total $ 1,682,565 $ 476 $ 771 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disaggregation of Revenue [Abstract] | |
Disaggregation Of Revenue | The following table sets forth the percentage of total Foundry revenue by industry: Year Ended December 31, 2021 2020 2019 Consumer and technology 36 % 12 % 19 % Food and nutrition 25 % 35 % 39 % Industrial and environment 16 % 29 % 13 % Agriculture 8 % 13 % 18 % Pharma and Biotech 8 % 2 % 2 % Government and Defense 7 % 9 % 9 % Total Foundry revenue 100 % 100 % 100 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Loss Before Provision for Incomes Taxes | For the years ended December 31, 2021, 2020 and 2019, the loss before income tax es Year Ended December 31, 2021 2020 2019 Domestic $ (1,837,497 ) $ (124,834 ) $ (119,835 ) Foreign (625 ) — — Total $ (1,838,122 ) $ (124,834 ) $ (119,835 ) |
Summary of Income Taxes Expenses Incurred During the Period | For the years ended December 31, 2021, 2020 and 2019, the Company incurred the following income tax (benefit) expense (in thousands): Year Ended December 31, 2021 2020 2019 Current state income tax $ 1 $ 26 $ 22 Deferred federal income tax (413 ) 581 — Deferred state income tax (912 ) 1,282 — Deferred foreign income tax (156 ) — — Income tax (benefit) expense $ (1,480 ) $ 1,889 $ 22 |
Summary of Reconciliation of the Statutory Corporate Income Tax Rate to the Effective Tax Rate | A reconciliation of income tax (benefit) expense computed at the statutory corporate income tax rate to the effective income tax rate for the years ended December 31, 2021, 2020 and 2019 is as follows: Year Ended December 31, 2021 2020 2019 Federal income tax at statutory rate 21.0 % 21.0 % 21.0 % State income tax 4.5 % 4.5 % 4.2 % Change in valuation allowance (23.9 )% (31.3 )% (25.2 )% Executive compensation (2.0 )% — — Equity investments (0.7 )% (0.6 )% (5.7 )% Tax credits 0.9 % 4.8 % 4.4 % Non-deductible 0.9 % (0.2 )% (0.1 )% Other expenses (0.6 )% 0.3 % 1.4 % Effective tax rate 0.1 % (1.5 )% — |
Summary of Deferred Taxes Assets and Liabilities | The Company’s deferred tax assets and liabilities consist of the following (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 174,127 $ 91,467 Tax credit carryforwards 37,455 20,338 Accrued expenses 2,690 1,265 Deferred revenue 45,928 28,590 Stock-based compensation 318,049 — Amortizable intangibles 3,834 4,198 Tenant allowance 2,927 2,206 Deferred tax assets before valuation allowance 585,010 148,064 Valuation allowance (583,107 ) (143,827 ) Deferred tax assets, net of valuation allowance 1,903 4,237 Deferred tax liabilities: Amortizable intangibles (4,722 ) — Property and equipment (830 ) (830 ) Basis differences (1,522 ) (5,270 ) Deferred tax liabilities (7,074 ) (6,100 ) Net deferred taxes $ (5,171 ) $ (1,863 ) |
Summary of Deferred Tax Assets Valuation Allowance | Activity in the deferred tax assets valuation allowance is summarized as follows (in thousands): Beginning of Additions End of Deferred tax assets valuation allowance: Year ended December 31, 2021 $ 143,827 $ 439,280 $ 583,107 Year ended December 31, 2020 $ 104,745 $ 39,082 $ 143,827 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The calculation of basic and diluted earnings per common share are as follows (in thousands, except per share amounts): Year ended December 31, 2021 2020 2019 Numerator: Net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders, basic $ (1,830,047 ) $ (126,609 ) $ (119,327 ) Change in fair value of warrant liabilities $ 58,615 — — Net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders, diluted $ (1,888,662 ) $ (126,609 ) $ (119,327 ) Denominator Weighted average common shares outstanding, basic 1,359,848,803 1,274,766,915 1,149,000,417 Weighted average effect of dilutive outstanding warrants 524,540 — — Weighted average common shares outstanding, diluted 1,360,373,343 1,274,766,915 1,149,000,417 Basic net loss per share $ (1.35 ) $ (0.10 ) $ (0.10 ) Diluted net loss per share $ (1.39 ) $ (0.10 ) $ (0.10 ) |
Summary Of Anti-Dilutive Shares | The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to Ginkgo Bioworks Holdings, Inc. common stockholders for the periods presented because including them would have been anti-dilutive: As of December 31, 2021 2020 2019 Warrants to purchase Class A common stock — 1,020,187 1,020,187 Outstanding stock options 25,228,853 33,354,871 35,276,812 Unvested RSUs 168,321,952 124,932,207 70,119,944 Unvested RSAs 182,622 419,049 675,887 New Ginkgo and Sponsor earnout shares (1) 160,995,237 — — 354,728,664 159,726,314 107,092,830 (1) Represents earnout shares for which the vesting conditions have not been satisfied. |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Summary of Condensed Consolidated Balance Sheets | Related party transactions included in the Consolidated Balance Sheets, excluding the Company’s investments and equity method investments, are summarized below (in thousands): As of December 31, 2021 2020 Accounts receivable: Joyn $ 5 $ — Motif 3,020 2,403 Genomatica — 1,500 Allonnia 849 1,309 Arcaea 724 — $ 4,598 $ 5,212 Deferred revenue, current and non-current: Joyn $ 4,608 $ 9,862 Motif 52,171 53,952 Genomatica 17,111 30,128 Allonnia 38,016 26,064 Arcaea 47,356 — Other equity investees 1,559 72 $ 160,821 $ 120,078 |
Summary of Condensed Consolidated Statements of Operations and Comprehensive Loss | Related party transactions included in the Consolidated Statements Operations and Comprehensive Loss, excluding the losses on the Company’s investments and equity method investments, are summarized below (in thousands): Year Ended December 31, 2021 2020 2019 Foundry revenue: Joyn $ 5,254 $ 7,273 $ 9,349 Motif 20,224 20,798 18,986 Genomatica 12,868 9,431 6,248 Allonnia 5,126 4,960 — Arcaea 3,676 — — Other equity investees 13 73 685 $ 47,161 $ 42,535 $ 35,268 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021USD ($)customer | Dec. 31, 2020USD ($)customer | Dec. 31, 2019USD ($)customer | ||
Impairments of investments | $ 0 | $ 0 | $ 0 | |
Equity Method Investments | [1] | 13,194 | 28,924 | |
Impairment long lived asset held for use | 0 | 0 | 0 | |
Impairment of intangible assets finite lived | 0 | 0 | 0 | |
Goodwill impairment loss | 0 | 0 | 0 | |
Additional Paid-in Capital [Member] | ||||
Equity Method Investments | $ 0 | $ 0 | $ 0 | |
Customer Concentration Risk [Member] | Major Customer Related Party Two [Member] | ||||
Number of customers related parties over net sales ten percent benchmark | customer | 2 | |||
Customer Concentration Risk [Member] | Major Customer Related Party Three [Member] | ||||
Number of customers related parties over net sales ten percent benchmark | customer | 3 | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Number of other customers over net sales ten percent benchmark | customer | 0 | 0 | 0 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Major Customer Related Party One [Member] | ||||
Concentration risk percentage | 17.00% | 27.10% | 35.00% | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Major Customer Related Party Two [Member] | ||||
Concentration risk percentage | 10.50% | 12.30% | 17.30% | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Major Customer Related Party Three [Member] | ||||
Concentration risk percentage | 11.50% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Major Customer One [Member] | ||||
Concentration risk percentage | 13.50% | |||
Number of other customers over net sales ten percent benchmark | customer | 1 | |||
[1] | Equity method investments in Platform Ventures with a carrying value of zero as of December 31, 2021 and 2020 were excluded from the table above. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and Fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Vehicles [Member] | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of useful life or remaining lease term |
Minimum [Member] | Computer Equipment and Software [Member] | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Minimum [Member] | Lab Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 1 year |
Minimum [Member] | Facilities [Member] | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Maximum [Member] | Computer Equipment and Software [Member] | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Maximum [Member] | Lab Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Maximum [Member] | Facilities [Member] | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Business Combination - Addition
Business Combination - Additional Information (Details) $ / shares in Units, $ in Millions | Sep. 16, 2021USD ($)$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2019shares | Nov. 15, 2021$ / sharesshares | Dec. 31, 2020$ / shares |
Business Acquisition [Line Items] | |||||
Shares exchange ratio | 49.080452 | ||||
Common stock per share | $ 0.0001 | ||||
Vesting period | 20 days | ||||
Share price | $ 12.50 | ||||
Earnout shares vested and outstanding | shares | 38,800,000 | ||||
PIPE Investment [Member] | |||||
Business Acquisition [Line Items] | |||||
Issuance of Series E convertible preferred stock, net of issuance costs | shares | 76,000,000 | ||||
12.50 Then 25% [Member] | |||||
Business Acquisition [Line Items] | |||||
Share price | $ 12.50 | ||||
Common Class A | |||||
Business Acquisition [Line Items] | |||||
Common stock per share | $ 0.0001 | $ 0.0001 | |||
Issuance of Series E convertible preferred stock, net of issuance costs | shares | 16,737,183 | 904,700,000 | |||
Common Class A | PIPE Investment [Member] | |||||
Business Acquisition [Line Items] | |||||
Issuance of Series E convertible preferred stock, net of issuance costs | $ | $ 760 | ||||
Shares issued price per share | $ 10 | ||||
Issuance of Series E convertible preferred stock, net of issuance costs | shares | 76,000,000 | ||||
Common Class A | 12.50 Then 25% [Member] | |||||
Business Acquisition [Line Items] | |||||
Share price | $ 12.50 | ||||
Share-based compensation arrangement by share-based payment award vesting rights, percentage | 25.00% | ||||
Common Class A | 15.00 Then 25% [Member] | |||||
Business Acquisition [Line Items] | |||||
Share price | $ 15 | ||||
Share-based compensation arrangement by share-based payment award vesting rights, percentage | 25.00% | ||||
Common Class A | 17.50 then 25% [Member] | |||||
Business Acquisition [Line Items] | |||||
Share price | $ 17.50 | ||||
Share-based compensation arrangement by share-based payment award vesting rights, percentage | 25.00% | ||||
Common Class A | 20.00 Then 25% [Member] | |||||
Business Acquisition [Line Items] | |||||
Share price | $ 20 | ||||
Share-based compensation arrangement by share-based payment award vesting rights, percentage | 25.00% | ||||
Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Vesting period | 20 days | ||||
Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Vesting period | 30 days | ||||
New Ginkgo Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares exchange ratio | 49.080452 | ||||
Common stock converted into option to purchase common stock | 49.080452 | ||||
Earn out consideration | $ | $ 188.7 | ||||
New Ginkgo Common Stock [Member] | Common Class A | |||||
Business Acquisition [Line Items] | |||||
Shares forfeited | shares | 11,534,052 | ||||
SRNG [Member] | |||||
Business Acquisition [Line Items] | |||||
Issuance of Series E convertible preferred stock, net of issuance costs | $ | $ 15,800 | ||||
Shares issued price per share | $ 10 |
Business Combination - Summary
Business Combination - Summary of Net Proceeds from Business Combination (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Other offering costs | $ (108,118) |
Net proceeds from the Business Combination | 1,509,629 |
SRNG [Member] | |
Business Acquisition [Line Items] | |
Cash and cash equivalents | 857,747 |
PIPE Investment [Member] | |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 760,000 |
Business Combination - Schedule
Business Combination - Schedule of Business Combination Common Stock Shares Outstanding (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Business Acquisition [Line Items] | |||
Common stock shares outstanding | 1,611,392,152 | 1,288,595,876 | |
Series B Preferred Stock [Member] | |||
Business Acquisition [Line Items] | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 203,346,152 | ||
Series C Preferred Stock [Member] | |||
Business Acquisition [Line Items] | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 228,641,430 | ||
Series D Preferred Stock [Member] | |||
Business Acquisition [Line Items] | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 302,464,716 | ||
Series E Preferred Stock [Member] | |||
Business Acquisition [Line Items] | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 170,227,108 | ||
Old Ginkgo Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Conversion of Stock, Shares Issued | [1] | 387,016,194 | |
New Ginkgo Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Common stock shares outstanding | 1,485,061,236 | ||
PIPE Investment [Member] | |||
Business Acquisition [Line Items] | |||
Common stock shares outstanding | 193,365,636 | ||
Issuance of Series E convertible preferred stock, net of issuance costs | 76,000,000 | ||
SRNG [Member] | |||
Business Acquisition [Line Items] | |||
Common stock shares outstanding | 215,625,000 | ||
Redemption Of Common Stock | (86,725,312) | ||
Common Stock Shares Forfeited | (11,534,052) | ||
SRNG [Member] | Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Common stock shares outstanding | [2] | 117,365,636 | |
[1] | Excludes 283,396,094 shares of Class A and Class B common stock underlying rollover equity instruments (i.e., restricted stock units and stock options) and 259,440 shares of Class A and Class B common stock underlying unvested restricted stock awards. | ||
[2] | Includes 16,737,183 shares of Class A common stock, the Sponsor Earnout Shares, that are subject to forfeiture if certain earnout conditions are not met, as the shares are legally outstanding as of the Closing of the Business Combination. |
Business Combination - Schedu_2
Business Combination - Schedule of Business Combination Common Stock Shares Outstanding (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Common Class A | |
Business Acquisition [Line Items] | |
Sponsor Earn Out Shares Included In Common Stock | 16,737,183 |
Common Class B | Restricted Stock Units | |
Business Acquisition [Line Items] | |
Common Stock Shares Excluded From Conversion | 283,396,094 |
Common Class B | Restricted Stock Awards | |
Business Acquisition [Line Items] | |
Common Stock Shares Excluded From Conversion | 259,440 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - Dutch DNA Biotech B.V. [Member] - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Jul. 01, 2021 | |
Business Acquisition [Line Items] | ||
Percentage of voting interests acquired | 100.00% | |
Deferred income tax net [Member] | ||
Business Acquisition [Line Items] | ||
Decrease in legal accrual, measurement period adjustment | $ 5 | |
Goodwill purchase accounting adjustments | $ 19.5 |
Acquisition - Summary of Acquis
Acquisition - Summary of Acquisition Date Fair Value of the Consideration Transferred (Details) - Dutch DNA Biotech B.V. [Member] $ in Thousands | Jul. 01, 2021USD ($) |
Asset Acquisition [Line Items] | |
Cash | $ 11,451 |
Contingent consideration | 8,760 |
Total Dutch DNA consideration | 35,298 |
Common Class A [Member] | |
Asset Acquisition [Line Items] | |
Fair value of Class A common stock | $ 15,087 |
Acquisition - Summary of acqu_2
Acquisition - Summary of acquisition date fair values of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jul. 01, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Accrued expenses and other current liabilities | $ (9,061) | $ (2,275) | ||
Dutch DNA Biotech B.V. [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 387 | |||
Accounts receivable | 149 | |||
Prepaid expenses and other current assets | 170 | |||
Property, plant and equipment | 234 | |||
Intangibles | [1] | 20,500 | ||
Goodwill | [2] | 15,177 | ||
Accounts payable | (194) | |||
Accrued expenses and other current liabilities | (137) | |||
Other non-current liabilities | (988) | |||
Net assets acquired | $ 35,298 | |||
[1] | Estimated useful life of 15 years. | |||
[2] | Non-deductible for tax purposes. |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 135,838 | $ 0 |
Contingent consideration, included in other non-current liabilities | 20,000 | |
Fair Value, Recurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Receivables Fair Value Disclosure | 13,298 | |
Total assets | 1,525,464 | 407,303 |
Contingent consideration, included in other non-current liabilities | 8,467 | |
Total liabilities | 144,305 | |
Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 77,280 | |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 58,558 | |
Fair Value, Recurring [Member] | Prepaid Expenses And Other Current Assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Receivables Fair Value Disclosure | 11,559 | 2,268 |
Synlogic Inc [Member] | Fair Value, Recurring [Member] | Common Stock [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total included in investment | 15,345 | 13,696 |
Synlogic Inc [Member] | Fair Value, Recurring [Member] | Warrant [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total included in investment | 6,166 | 5,504 |
Cronos Group Inc [Member] | Fair Value, Recurring [Member] | Common Stock [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total included in investment | 10,331 | |
Fair Value Inputs Level1 [Member] | Fair Value, Recurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Receivables Fair Value Disclosure | ||
Total assets | 1,497,408 | 386,233 |
Contingent consideration, included in other non-current liabilities | ||
Total liabilities | 77,280 | |
Fair Value Inputs Level1 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 77,280 | |
Fair Value Inputs Level1 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | ||
Fair Value Inputs Level1 [Member] | Fair Value, Recurring [Member] | Prepaid Expenses And Other Current Assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Receivables Fair Value Disclosure | ||
Fair Value Inputs Level1 [Member] | Synlogic Inc [Member] | Fair Value, Recurring [Member] | Common Stock [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total included in investment | 15,345 | 13,696 |
Fair Value Inputs Level1 [Member] | Synlogic Inc [Member] | Fair Value, Recurring [Member] | Warrant [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total included in investment | ||
Fair Value Inputs Level1 [Member] | Cronos Group Inc [Member] | Fair Value, Recurring [Member] | Common Stock [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total included in investment | ||
Fair Value Inputs Level2 [Member] | Fair Value, Recurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Receivables Fair Value Disclosure | ||
Total assets | 16,497 | 5,504 |
Contingent consideration, included in other non-current liabilities | ||
Total liabilities | ||
Fair Value Inputs Level2 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | ||
Fair Value Inputs Level2 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | ||
Fair Value Inputs Level2 [Member] | Fair Value, Recurring [Member] | Prepaid Expenses And Other Current Assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Receivables Fair Value Disclosure | ||
Fair Value Inputs Level2 [Member] | Synlogic Inc [Member] | Fair Value, Recurring [Member] | Common Stock [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total included in investment | ||
Fair Value Inputs Level2 [Member] | Synlogic Inc [Member] | Fair Value, Recurring [Member] | Warrant [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total included in investment | 6,166 | 5,504 |
Fair Value Inputs Level2 [Member] | Cronos Group Inc [Member] | Fair Value, Recurring [Member] | Common Stock [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total included in investment | 10,331 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Receivables Fair Value Disclosure | 13,298 | |
Total assets | 11,559 | 15,566 |
Contingent consideration, included in other non-current liabilities | 8,467 | |
Total liabilities | 67,025 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 58,558 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Prepaid Expenses And Other Current Assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Receivables Fair Value Disclosure | 11,559 | 2,268 |
Fair Value, Inputs, Level 3 [Member] | Synlogic Inc [Member] | Fair Value, Recurring [Member] | Common Stock [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total included in investment | ||
Fair Value, Inputs, Level 3 [Member] | Synlogic Inc [Member] | Fair Value, Recurring [Member] | Warrant [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total included in investment | ||
Fair Value, Inputs, Level 3 [Member] | Cronos Group Inc [Member] | Fair Value, Recurring [Member] | Common Stock [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total included in investment | ||
Money Market Funds [Member] | Fair Value, Recurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total included in cash and cash equivalents | 1,482,063 | 372,537 |
Money Market Funds [Member] | Fair Value Inputs Level1 [Member] | Fair Value, Recurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total included in cash and cash equivalents | 1,482,063 | 372,537 |
Money Market Funds [Member] | Fair Value Inputs Level2 [Member] | Fair Value, Recurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total included in cash and cash equivalents | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total included in cash and cash equivalents |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | Jul. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | |||
Conversion discount | 20.00% | ||
Discount Rate | 32.80% | ||
Volatility rate | 85.50% | 88.50% | |
Risk-free interest rate | 0.11% | ||
Risk adjusted rate | 30.9 | ||
Expected dividend yield | 0.00% | ||
Years to maturity | 10 months 17 days | ||
Contingent consideration, included in other non-current liabilities | $ 20 | ||
Promissory Note [Member] | |||
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | |||
Discount Rate | 15.00% | ||
Probabilities rate | 50.00% | ||
Recovery rate on first lien debt | 63.00% | ||
Promissory Note Maturity | 1 year 2 months 12 days | ||
Minimum [Member] | |||
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | |||
Discount Rate | 6.93% | 9.00% | |
Milestone Percentage | 10.00% | 10.00% | |
Minimum [Member] | Promissory Note [Member] | |||
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | |||
Discount Rate | 10.00% | ||
Promissory Note Maturity | 1 year | ||
Maximum [Member] | |||
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | |||
Discount Rate | 9.00% | 11.31% | |
Milestone Percentage | 80.00% | 80.00% | |
Maximum [Member] | Promissory Note [Member] | |||
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | |||
Discount Rate | 40.00% | ||
Promissory Note Maturity | 2 years 6 months | ||
Cronos Group Inc [Member] | |||
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | |||
Total consideration | 2,934,980 | ||
Access Bio [Member] | |||
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | |||
Risk-free interest rate | 0.30% |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Fair Value Measurements Inputs (Detail) - Fair Value, Inputs, Level 3 [Member] | Dec. 31, 2021yr | Sep. 16, 2021yr |
Measurement Input, Exercise Price [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 11.50 | 11.50 |
Measurement Input, Share Price [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 8.31 | 11.42 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 58.7 | 53.1 |
Measurement Input, Expected Term [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 4.71 | 5 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 1.25 | 0.84 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Change in the Fair Value of the Warrant Liabilities (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Beginning balance warrant liabilities | $ 15,566 | $ 4,830 |
Purchases and issuances | 10,475 | |
Proceeds from loans receivable | (304) | (800) |
Conversion of promissory notes | (195) | |
Change in fair value | (3,508) | 1,061 |
Ending balance warrant liabilities | 11,559 | 15,566 |
Contingent Consideration [Member] | ||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Beginning balance warrant liabilities | 0 | |
Acquisition | 8,760 | |
Change in fair value | (293) | |
Ending balance warrant liabilities | 8,467 | 0 |
Private Placement Warrants [Member] | ||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Beginning balance warrant liabilities | 0 | |
Additions pursuant to the Business Combination | 90,263 | |
Change in fair value | (31,705) | |
Ending balance warrant liabilities | $ 58,558 | $ 0 |
Loans Receivable - Additional I
Loans Receivable - Additional Information (Details) - USD ($) $ in Thousands | Jul. 01, 2021 | Nov. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2021 | Oct. 31, 2018 |
Debt Instrument [Line Items] | |||||||
Proceeds from issuance of convertible promissory notes, net of issuance costs | $ 0 | $ 0 | $ 198,957 | ||||
Prepaid Expenses and Other Current Assets | |||||||
Debt Instrument [Line Items] | |||||||
Fair value of promissory note | 2,000 | ||||||
Glycosyn Promissory Note | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 200 | $ 10,000 | |||||
Maturity date | Dec. 31, 2021 | ||||||
Unpaid principal amount | 5,400 | 5,300 | |||||
Fair value of promissory note | 4,500 | ||||||
Changes in fair value | (2,500) | 500 | $ 900 | ||||
Glycosyn Promissory Note | Prepaid Expenses and Other Current Assets | |||||||
Debt Instrument [Line Items] | |||||||
Fair value of promissory note | $ 1,800 | ||||||
Glycosyn Promissory Note | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 7.50% | ||||||
Glycosyn Promissory Note | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 12.50% | ||||||
Access Bio Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 10,000 | ||||||
Interest rate | 2.00% | ||||||
Periodic payment | plus a 2% rate of return compounded annually | ||||||
Proceeds from issuance of convertible promissory notes, net of issuance costs | $ 10,000 | ||||||
Conversion ratio percentage | 70.00% | ||||||
Debt instrument, interest rate terms | the Company has the option to cause Access Bio to repurchase, or Access Bio has the option to repurchase, a portion of the outstanding balance under the notes (up to the entire balance in the case of the Company’s option) at a price to ensure a 2% rate of return compounded annually. | ||||||
Access Bio Convertible Notes | Other (Expense) Income, Net | |||||||
Debt Instrument [Line Items] | |||||||
Changes in fair value | $ (900) | 700 | |||||
Access Bio Convertible Notes | Loans Receivable | |||||||
Debt Instrument [Line Items] | |||||||
Fair value of promissory note | $ 9,800 | $ 10,700 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 9,739 | $ 9,727 |
Prepaid insurance | 9,199 | 1,127 |
Prepaid inventory | 144 | 6,536 |
Loans receivable | 11,559 | 2,268 |
Other receivables | 2,198 | 761 |
Other current assets | 698 | 680 |
Prepaid expenses and other current assets | $ 33,537 | $ 21,099 |
Inventory, net - Schedule of In
Inventory, net - Schedule of Inventory, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 3,264 | $ 2,756 |
Raw materials | 64 | |
Work in process | 50 | |
Less: Inventory reserve | (16) | (20) |
Inventory, net | $ 3,362 | $ 2,736 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 206,822 | $ 155,213 |
Less: Accumulated depreciation | (61,052) | (33,778) |
Property and equipment, net | 145,770 | 121,435 |
Facilities [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property Plant And Equipment Gross | 12,762 | 12,762 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property Plant And Equipment Gross | 4,617 | 2,165 |
Lab Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property Plant And Equipment Gross | 113,963 | 51,072 |
Computer Equipment and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property Plant And Equipment Gross | 10,129 | 6,204 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property Plant And Equipment Gross | 55,033 | 40,435 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property Plant And Equipment Gross | 10,278 | 42,575 |
Vehicles [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 40 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | |||
Depreciation | $ 26.9 | $ 12.6 | $ 9.6 |
Assets Held under Capital Leases | |||
Property Plant And Equipment [Line Items] | |||
Capital leased assets, gross | 4.1 | 3.3 | |
Depreciation | 0.7 | 0.7 | $ 0.6 |
Lab Equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Capital leased assets, accumulated depreciation | $ 2.1 | $ 2.4 |
Investments and Equity Method_3
Investments and Equity Method Investments - Additional Information (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Net Investment Income [Line Items] | ||
Common stock shares issued | 1,690,990,815 | 1,289,014,925 |
Synlogic [Member] | ||
Net Investment Income [Line Items] | ||
Common stock shares issued | 6,340,771 | 6,340,771 |
Shares purchased | 2,548,117 |
Investments and Equity Method_4
Investments and Equity Method Investments - Schedule of Investments and Equity Method Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Investment Income [Line Items] | |||
Investments | $ 102,037 | $ 74,200 | |
Equity Method Investments | [1] | 13,194 | 28,924 |
Genomatica, Inc. preferred stock [Member] | |||
Net Investment Income [Line Items] | |||
Investments | 55,000 | 55,000 | |
Synlogic, Inc. common stock [Member] | |||
Net Investment Income [Line Items] | |||
Investments | 15,345 | 13,696 | |
Synlogic, Inc. warrants [Member] | |||
Net Investment Income [Line Items] | |||
Investments | 6,166 | 5,504 | |
Cronos Group Inc. common stock [Member] | |||
Net Investment Income [Line Items] | |||
Investments | 10,331 | 0 | |
Non-marketable equity securities [Member] | |||
Net Investment Income [Line Items] | |||
Investments | 15,195 | 0 | |
Joyn Bio, LLC [Member] | |||
Net Investment Income [Line Items] | |||
Equity Method Investments | [1] | 11,694 | 28,924 |
Other | |||
Net Investment Income [Line Items] | |||
Equity Method Investments | [1] | $ 1,500 | $ 0 |
[1] | Equity method investments in Platform Ventures with a carrying value of zero as of December 31, 2021 and 2020 were excluded from the table above. |
Investments and Equity Method_5
Investments and Equity Method Investments - Schedule of Investments and Equity Method Investments (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Investment Income [Line Items] | |||
Equity Method Investments | [1] | $ 13,194 | $ 28,924 |
Platform Ventures [Member] | |||
Net Investment Income [Line Items] | |||
Equity Method Investments | $ 0 | $ 0 | |
[1] | Equity method investments in Platform Ventures with a carrying value of zero as of December 31, 2021 and 2020 were excluded from the table above. |
Investments and Equity Method_6
Investments and Equity Method Investments - Schedule of (Losses) Gains on Investments and Equity Method Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Investment Income [Line Items] | |||
(Loss) gain on investments | $ (11,543) | $ (3,733) | $ (27,200) |
Loss on equity method investments | (77,284) | (396) | (27,533) |
Synlogic, Inc. common stock [Member] | |||
Net Investment Income [Line Items] | |||
(Loss) gain on investments | 1,649 | (2,663) | (19,403) |
Synlogic, Inc. warrants [Member] | |||
Net Investment Income [Line Items] | |||
(Loss) gain on investments | 662 | (1,070) | (7,797) |
Cronos Group Inc. [Member] | |||
Net Investment Income [Line Items] | |||
(Loss) gain on investments | (13,854) | ||
Joyn Bio, LLC [Member] | |||
Net Investment Income [Line Items] | |||
Loss on equity method investments | (17,230) | $ (396) | (1,730) |
Allonnia, LLC [Member] | |||
Net Investment Income [Line Items] | |||
Loss on equity method investments | (12,698) | (24,480) | |
Arcaea LLC [Member] | |||
Net Investment Income [Line Items] | |||
Loss on equity method investments | $ (47,356) | ||
Glycosyn, LLC [Member] | |||
Net Investment Income [Line Items] | |||
Loss on equity method investments | $ (1,323) |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | |||||
Consideration | $ 8,760 | $ 0 | $ 0 | ||
Series A Preferred Stock | |||||
Variable Interest Entity [Line Items] | |||||
Consideration | $ 19,500 | $ 57,100 | |||
Share Sold | 1,755,000 | ||||
Ayana Bio Llc | Series A Preferred Stock | |||||
Variable Interest Entity [Line Items] | |||||
Consideration | $ 30,000 | ||||
Share Sold | 9,000,000 | ||||
Ayana Bio Llc | License | |||||
Variable Interest Entity [Line Items] | |||||
Common units | 9,000,000 | ||||
Parent | |||||
Variable Interest Entity [Line Items] | |||||
Equity interest | 70.00% | ||||
Controls of Board of Directors | 100.00% | ||||
Noncontrolling Interest [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Equity interest | 30.00% |
Variable Interest Entities - Su
Variable Interest Entities - Summary of VIE assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash and cash equivalents | $ 1,550,004 | $ 380,801 | $ 495,287 | |
Prepaid expenses and other current assets | 33,537 | 21,099 | ||
Equity Method Investments | [1] | 13,194 | 28,924 | |
Total assets | 2,070,990 | 675,153 | ||
Accounts payable | 8,189 | 13,893 | ||
Accrued expenses and other current liabilities | 93,332 | 30,505 | ||
Total liabilities | 503,611 | 205,101 | ||
Variable Interest Entity, Primary Beneficiary [Member] | ||||
Cash and cash equivalents | 58,025 | |||
Prepaid expenses and other current assets | 737 | |||
Equity Method Investments | 11,694 | 28,924 | ||
Total assets | 70,456 | $ 28,924 | ||
Accounts payable | 188 | |||
Accrued expenses and other current liabilities | 440 | |||
Total liabilities | $ 628 | |||
[1] | Equity method investments in Platform Ventures with a carrying value of zero as of December 31, 2021 and 2020 were excluded from the table above. |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 1,857 | $ 1,857 |
Goodwill acquired in Dutch DNA acquisition | 15,177 | 0 |
Measurement period adjustment | 5,000 | 0 |
Currency translation | (722) | 0 |
Ending balance | $ 21,312 | $ 1,857 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net - Schedule of Intangible Assets (Details) - Acquired Developed Technology [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period | 13 years 3 months 18 days | 6 years | |
Gross Carrying Value | $ 25,038 | $ 5,490 | |
Accumulated Amortization | (3,396) | (2,196) | |
Net | [1] | $ 21,642 | $ 3,294 |
[1] | (1) Includes a decrease of $0.9 million in the net intangible assets balance in 2021 due to foreign currency translation. |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net - Schedule of Intangible Assets (Parenthetical) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Increase(Decrease) in intangible assets due to foreign currency translation | $ 0.9 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 1.2 | $ 0.5 | $ 0.5 |
Future amortization expense for 2022 | $ 1.8 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Employee compensation and benefits | $ 3,650 | $ 3,037 |
Professional fees | 14,871 | 6,381 |
Property and equipment | 991 | 10,017 |
Product revenue accruals | 4,565 | |
Biosecurity service revenue accruals | 28,726 | 1,440 |
Inventory related accruals | 3,538 | |
Lab supplies | 560 | 4,276 |
External research and development expenses | 11 | 2,594 |
Liability classified stock-based compensation (Note 18) | 26,612 | |
Capital lease obligation | 747 | 485 |
Other current liabilities | 9,061 | 2,275 |
Accrued expenses and other current liabilities | $ 93,332 | $ 30,505 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021USD ($)ft² | Apr. 30, 2021ft² | Sep. 30, 2019USD ($) | Mar. 31, 2016USD ($)ft² | Dec. 31, 2011ft² | Dec. 31, 2021USD ($)ft²BuildingSuits | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Loss Contingencies [Line Items] | ||||||||
Number of properties subject to operating lease occupied by the company | Building | 2 | |||||||
Construction in progress of property and equipment | $ 6,100 | |||||||
Research and development | 1,149,662 | $ 159,767 | $ 96,299 | |||||
Twist Bioscience Corporation (Twist) | ||||||||
Loss Contingencies [Line Items] | ||||||||
Research and development | $ 8,900 | 10,400 | 8,300 | |||||
Berkeley Lights, Inc. | ||||||||
Loss Contingencies [Line Items] | ||||||||
Long-term Purchase Commitment, Amount | $ 150,000 | |||||||
Collaboration prepayments | 11,500 | |||||||
Minimum [Member] | Research and Development Expense | ||||||||
Loss Contingencies [Line Items] | ||||||||
Term Of Capital Lease | 3 years | |||||||
Minimum [Member] | Berkeley Lights, Inc. | ||||||||
Loss Contingencies [Line Items] | ||||||||
Obligations relating to assets on operating lease | 109,000 | |||||||
Maximum [Member] | Research and Development Expense | ||||||||
Loss Contingencies [Line Items] | ||||||||
Term Of Capital Lease | 5 years | |||||||
Maximum [Member] | Berkeley Lights, Inc. | ||||||||
Loss Contingencies [Line Items] | ||||||||
Obligations relating to assets on operating lease | $ 150,000 | |||||||
21-23-25 Drydock Avenue | ||||||||
Loss Contingencies [Line Items] | ||||||||
Area of Real Estate Property | ft² | 70,000 | |||||||
Number of Suits occupied | Suits | 4 | |||||||
Incentive from Lessor | $ 5,300 | |||||||
Lessee, operating lease option to extend | five years | |||||||
Depreciation On Property Subject To Operating Lease | $ 400 | 400 | 400 | |||||
Lease, interest expenses | 2,300 | 2,300 | 2,300 | |||||
Assets subject to operating lease capitalized during the period | 16,500 | 16,800 | ||||||
21-23-25 Drydock Avenue | Letter of Credit | ||||||||
Loss Contingencies [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,400 | |||||||
21-23-25 Drydock Avenue | Office and Laboratory | ||||||||
Loss Contingencies [Line Items] | ||||||||
Area of Real Estate Property | ft² | 87,000 | |||||||
27 Drydock Avenue | ||||||||
Loss Contingencies [Line Items] | ||||||||
Area of Real Estate Property | ft² | 130,000 | |||||||
Lessee, operating lease option to extend | six years | five years | ||||||
Additional Area Of Real Estate Property | ft² | 48,000 | |||||||
Incentive from lessor unamortized net | 10,000 | 8,100 | ||||||
Operating Leases, Rent Expense, Net | $ 16,100 | |||||||
27 Drydock Avenue | Letter of Credit | ||||||||
Loss Contingencies [Line Items] | ||||||||
Line of credit | 2,900 | 1,600 | ||||||
1 Au Bon Pain Way and 3 Anchor Way | ||||||||
Loss Contingencies [Line Items] | ||||||||
Area of Real Estate Property | ft² | 262,000 | 152,000 | ||||||
Lessee, Operating Lease, Renewal Term | 10 years | |||||||
Construction in progress of property and equipment | 6,100 | |||||||
Proceeds from lease financing obligation | 6,100 | |||||||
Annual rent increases | $ 21,600 | |||||||
Operating Leases, Rent Expense, Net | 17,700 | $ 7,000 | $ 6,100 | |||||
1 Au Bon Pain Way and 3 Anchor Way | Joyn And Motiff | ||||||||
Loss Contingencies [Line Items] | ||||||||
Operating sublease rent receivable per annum | 2,100 | |||||||
1 Au Bon Pain Way and 3 Anchor Way | Joyn [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Operating Lease Rental Expense Per Annum Under Sublease | 200 | |||||||
1 Au Bon Pain Way and 3 Anchor Way | Motiff | ||||||||
Loss Contingencies [Line Items] | ||||||||
Operating lease month of expiry | 2024-11 | |||||||
Operating Lease Rental Expense Per Annum Under Sublease | $ 700 | |||||||
1 Au Bon Pain Way and 3 Anchor Way | Letter of Credit | ||||||||
Loss Contingencies [Line Items] | ||||||||
Line of credit | $ 14,700 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) | [1] |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 | $ 20,600 | |
2023 | 22,505 | |
2024 | 33,469 | |
2025 | 47,376 | |
2026 | 44,092 | |
Thereafter | 517,399 | |
Total | $ 685,441 | |
[1] | Excluded from the table above is $6.1 million of other debt associated with construction in progress related to build-to-suit operating leases. |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Parenthetical) (Details) $ in Millions | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Construction in progress of property and equipment | $ 6.1 |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Future Minimum Lease Payments Under Capital Leases (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 816 |
2023 | 681 |
2024 | 438 |
2025 | 163 |
2026 | 0 |
Thereafter | 0 |
Total noncancelable payments | 2,098 |
Less: Imputed interest expense | (127) |
Present value of future minimum lease payments | $ 1,971 |
Commitments and Contingencies_5
Commitments and Contingencies - Summary of Minimum Purchase Commitments Under Collaboration Agreement (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Purchase Commitment Excluding Longterm Commitment [Line Items] | |
Minimum purchase commitment in contract years | $ 99,000 |
October 1, 2020 - March 31, 2022 | |
Purchase Commitment Excluding Longterm Commitment [Line Items] | |
Minimum purchase commitment in contract years | 15,000 |
April 1, 2022 - March 31, 2023 | |
Purchase Commitment Excluding Longterm Commitment [Line Items] | |
Minimum purchase commitment in contract years | 14,000 |
April 1, 2023 - March 31, 2024 | |
Purchase Commitment Excluding Longterm Commitment [Line Items] | |
Minimum purchase commitment in contract years | 17,500 |
April 1, 2024 - March 31, 2025 | |
Purchase Commitment Excluding Longterm Commitment [Line Items] | |
Minimum purchase commitment in contract years | 17,500 |
Thereafter | |
Purchase Commitment Excluding Longterm Commitment [Line Items] | |
Minimum purchase commitment in contract years | $ 35,000 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) - USD ($) | Feb. 26, 2021 | Dec. 31, 2021 | Nov. 15, 2021 | Dec. 31, 2020 |
Class Of Warrant Or Right [Line Items] | ||||
Term of warrants | 5 years | |||
Share price | $ 12.50 | |||
Number of trading days to determine call of warrant redemption | 30 days | |||
Warrant liabilities | $ 135,838,000 | $ 0 | ||
Common Class A | ||||
Class Of Warrant Or Right [Line Items] | ||||
Exercise price of warrants or rights | $ 11.50 | |||
Shares purchased | 1 | |||
Common Class A | Minimum [Member] | Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Share price | $ 18 | |||
Public Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants Issued | $ 34,499,925 | |||
Warrant redemption price (in dollars per share) | $ 0.01 | |||
Warrant minimum days for prior written notice of redemption | 30 days | |||
Number of trading days to determine call of warrant redemption | 20 days | |||
Public Warrants | Common Class A | ||||
Class Of Warrant Or Right [Line Items] | ||||
Exercise price of warrants or rights | $ 0 | |||
Warrant liabilities | $ 77,300,000 | |||
Shares purchased | 34,500,000 | |||
Private Placement Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants Issued | $ 17,325,000 | |||
Private Placement Warrants | Common Class A | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrant liabilities | $ 58,600,000 | |||
Shares purchased | 17,300,000 |
Convertible Promissory Notes -
Convertible Promissory Notes - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | ||||
Gross proceeds | $ 195 | $ 0 | $ 211,608 | |
Conversion of convertible promissory notes to preferred stock | 195 | $ 0 | 211,608 | |
Note Purchase Agreement [Member] | Series D Convertible Preferred Stock [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt discount | 199,000 | |||
Note Purchase Agreement [Member] | Convertible Promissory Notes Payable [Member] | ||||
Short-term Debt [Line Items] | ||||
Proceeds from Debt, Net of Issuance Costs | $ 1,000 | |||
Note Purchase Agreement [Member] | Amortization Of The Debt Discount [Member] | ||||
Short-term Debt [Line Items] | ||||
Interest Expense, Debt | $ 100 | |||
Convertible Promissory Notes [Member] | Series E Convertible Preferred Stock [Member] | ||||
Short-term Debt [Line Items] | ||||
Gross proceeds | 211,600 | |||
Conversion of convertible promissory notes to preferred stock | $ 211,600 | |||
Convertible Promissory Notes [Member] | Note Purchase Agreement [Member] | ||||
Short-term Debt [Line Items] | ||||
Cash proceeds | $ 199,000 | |||
Debt Instrument, Interest Rate During Period | 3.00% | |||
Debt Instrument, Maturity Date | Jun. 21, 2021 | |||
Gross proceeds | $ 50,000 | |||
Discount rate | 5.00% | |||
Conversion of convertible promissory notes to preferred stock | $ 50,000 | |||
Reduction to additional paid-in capital | 211,600 | |||
Other (expense) income | $ 100 | |||
Convertible Promissory Notes [Member] | Note Purchase Agreement [Member] | Series E Convertible Preferred Stock [Member] | ||||
Short-term Debt [Line Items] | ||||
Stock Issued During Period, Shares | 1,408,934 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 16, 2021 | Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 |
Class Of Stock [Line Items] | |||||
Preferred stock shares authorized | 200,000,000 | 200,000,000 | |||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Preferred stock shares issued | 0 | 0 | |||
Common stock shares authorized | 15,800,000,000 | 15,800,000,000 | |||
Common stock per share | $ 0.0001 | ||||
Conversion of Stock, Description | Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Generally, shares of Class B common stock will convert automatically into Class A common stock upon the holder ceasing to be an Eligible Holder (i.e., director, employee, trust or legal entity of New Ginkgo), unless otherwise determined by affirmative vote of a majority of independent directors of New Ginkgo. | ||||
Dividends | $ 0 | ||||
Shares repurchase | 490,805 | ||||
Fair value of repurchase shares | $ 100 | ||||
Treasury remaining shares | 0 | 0 | |||
Common Class A | |||||
Class Of Stock [Line Items] | |||||
Common stock shares authorized | 10,500,000,000 | 10,500,000,000 | |||
Common stock per share | $ 0.0001 | $ 0.0001 | |||
Common Stock, Voting Rights | one | ||||
Issuance of Series E convertible preferred stock, net of issuance costs | 16,737,183 | 904,700,000 | |||
Common Class B | |||||
Class Of Stock [Line Items] | |||||
Common stock shares authorized | 4,500,000,000 | 4,500,000,000 | |||
Common stock per share | $ 0.0001 | $ 0.0001 | |||
Common Stock, Voting Rights | ten | ||||
Common Class C | |||||
Class Of Stock [Line Items] | |||||
Common stock shares authorized | 800,000,000 | 800,000,000 | |||
Common stock per share | $ 0.0001 | $ 0.0001 | |||
New Ginkgo Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Preferred stock shares authorized | 200,000,000 | ||||
Preferred stock par or stated value per share | $ 0.0001 | ||||
Preferred stock shares issued | 0 | ||||
Preferred stock shares outstanding | 0 | ||||
Old Ginkgo Convertible Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Issuance of Series E convertible preferred stock, shares | 69,812,427 | ||||
Conversion discount rate | 5.00% | ||||
Convertible promissory notes Converted, shares | 69,151,117 | ||||
Issuance of additional Series E preferred stock, shares | 30,855,065 | ||||
Additional issuance price | $ 3.06 | ||||
Shares issued price per share | $ 3.06 | ||||
Series E Preferred Stock [Member] | Investor | |||||
Class Of Stock [Line Items] | |||||
Amount received in cash | $ 94,400 | $ 208,800 | |||
Outstanding interest | $ 201,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuances (Detail) | Dec. 31, 2021shares | |
Class Of Stock [Line Items] | ||
Total common stock reserved for future issuances | 465,945,709 | [1] |
Warrants [Member] | ||
Class Of Stock [Line Items] | ||
Total common stock reserved for future issuances | 51,824,925 | |
2021 Incentive Award Plan [Member] | ||
Class Of Stock [Line Items] | ||
Total common stock reserved for future issuances | 200,569,979 | |
2021 Employee Stock Purchase Plan [Member] | ||
Class Of Stock [Line Items] | ||
Total common stock reserved for future issuances | 20,000,000 | |
Employee Stock Option [Member] | ||
Class Of Stock [Line Items] | ||
Total common stock reserved for future issuances | 25,228,853 | |
Restricted Stock Units (RSUs) [Member] | ||
Class Of Stock [Line Items] | ||
Total common stock reserved for future issuances | 168,321,952 | |
[1] | Excludes unvested earnout shares which are restricted shares issued to equity holders of Old Ginkgo as part of the Business Combination (Note 3) and are recorded in equity as shares outstanding upon satisfying the vesting conditions. |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | Nov. 17, 2021 | Nov. 16, 2021 | Sep. 16, 2021 | Sep. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 15, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total common stock reserved for future issuances | [1] | 465,945,709 | |||||||
Share-based payment award, percentage of outstanding stock | 1.00% | ||||||||
Number of shares authorised | 20 | 20 | |||||||
Number of shares to be issued pursuant to awards granted | 100 | 100 | |||||||
Aggregate intrinsic value of stock options exercised | $ 91,000,000 | $ 5,300,000 | $ 1,100,000 | ||||||
Options, grants in period, weighted average grant date fair value | $ 8.97 | ||||||||
Stock options expiration period | 10 years | ||||||||
Stock-based compensation | $ 0 | $ 1,606,020,000 | $ 476,000 | $ 771,000 | |||||
Number of share, Vested | 0 | 0 | |||||||
Share price | $ 12.50 | ||||||||
Vesting period | 20 days | ||||||||
Unrecognized compensation expense | $ 500,000 | ||||||||
Unrecognized stock-based compensation recognition period | 2 years 4 months 24 days | ||||||||
Number of shares, Granted | 1,664,251 | ||||||||
Maximum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period | 30 days | ||||||||
Tranche One [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share price | $ 12.50 | ||||||||
Earnout Shares [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period | 5 years | ||||||||
Earnout Shares [Member] | Maximum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period | 30 days | ||||||||
Common Stock [Member] | Earnout Shares [Member] | Tranche One [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share price | $ 12.50 | $ 12.50 | |||||||
Common Stock [Member] | Earnout Shares [Member] | Tranche Two [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share price | 15 | 15 | |||||||
Common Stock [Member] | Earnout Shares [Member] | Tranche Three [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share price | 17.50 | 17.50 | |||||||
Common Stock [Member] | Earnout Shares [Member] | Tranche Four [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share price | $ 20 | $ 20 | |||||||
Restricted Stock Units | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total common stock reserved for future issuances | 168,321,952 | ||||||||
Options, grants in period, weighted average grant date fair value | $ 13.53 | $ 2.68 | $ 1.78 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | RSAs granted under the 2014 Plan are subject to a service-based vesting condition and generally vest in equal monthly installments over four years. RSUs granted under the 2014 Plan are subject to two vesting conditions: (i) a service-based vesting condition that is generally met over four years with 25% of the shares vesting on the first anniversary of the grant date with monthly vesting thereafter, and (ii) a performance-based vesting condition that is met through a liquidity event in the form of either a change of control or an initial public offering (“the performance condition”). RSUs granted under the 2021 Plan are subject to a service-based vesting condition only that is generally met over four years with 25% of the shares vesting on the first anniversary of the grant date with monthly vesting thereafter. | ||||||||
Share-based payment award, Plan modification terms | As a result of the Business Combination, on November 17, 2021 the Board of Directors modified the vesting terms of RSUsgranted under the 2014 Plan to allow 10% of the RSUs that met the service condition as of the closing of the Business Combination (the “10% RSUs”) to vest with respect to the performance condition, effective as of November 19, 2021, the date on which the Form S-8 registration statement covering such shares became effective. In addition, on November 17, 2021 the Board of Directors modified the vesting terms of the remaining RSUs granted under the 2014 Plan such that they will vest in full with respect to the performance condition on or before March 15, 2022 (the original service-based vesting condition is still applicable). As a result of these modifications, the performance condition for all RSUs granted under the 2014 Plan became probable of being met during the fourth quarter of 2021. | ||||||||
Incremental compensation expense | $ 1,492,200,000 | ||||||||
Cash payment in plan modification | $ 76,500,000 | ||||||||
Share-based payment award vesting rights, Description | RSUs granted to non-employee directors by adding a cash settlement feature to the awards which allowed the non-employee directors to elect to settle in cash up to 50% of their RSUs that were vested with respect to the service condition on or prior to December 31, 2021 (the “50% RSUs”). The director RSUs were subject to the same performance condition as all other RSUs granted under the 2014 Plan. In the fourth quarter of 2021, all directors elected to cash settle the 50% RSUs. As a result, the 50% RSUs are classified as liability awards and the liability is measured at fair value at the reporting date. | ||||||||
No of awards granted | 133,307,479 | ||||||||
Fair value of vested stock options | $ 1,149,500,000 | ||||||||
Number of share, Vested | 85,829,389 | ||||||||
Restricted Stock Units | Accrued Expenses and Other Current Liabilities [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Fair value of liability | $ 26,600,000 | ||||||||
Restricted Stock Awards | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Options, grants in period, weighted average grant date fair value | $ 1.99 | ||||||||
No of awards granted | 0 | 0 | |||||||
Number of share, Vested | 236,427 | ||||||||
Stock options [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of shares, Granted | 0 | 0 | |||||||
Earnout RSUs [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Incremental compensation expense | $ 173,500,000 | ||||||||
Earnout RSAs [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Fair value of vested stock options | $ 34,400,000 | ||||||||
RSUs and Earnout RSUs [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unrecognized compensation expense | $ 2,160,800,000 | ||||||||
Unrecognized stock-based compensation recognition period | 1 year 7 months 6 days | ||||||||
RSAs and Earnout RSAs [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unrecognized compensation expense | $ 400,000 | ||||||||
Unrecognized stock-based compensation recognition period | 1 year | ||||||||
2021 Incentive Award Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares issued in period | 200,440,957 | ||||||||
Total common stock reserved for future issuances | 200,569,979 | ||||||||
Share-based payment award, percentage of outstanding stock | 4.00% | ||||||||
Number of shares authorised | 200,000,000 | 200,000,000 | |||||||
2021 Employee Stock Purchase Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total common stock reserved for future issuances | 20,000,000 | ||||||||
Percentage of non-participation of combined voting power or value of all classes of stock | 5.00% | ||||||||
[1] | Excludes unvested earnout shares which are restricted shares issued to equity holders of Old Ginkgo as part of the Business Combination (Note 3) and are recorded in equity as shares outstanding upon satisfying the vesting conditions. |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)$ / sharesshares | ||
Share-based Payment Arrangement [Abstract] | ||
Number of shares , Beginning balance | shares | 33,354,871 | |
Number of shares, Granted | shares | 1,664,251 | |
Number of shares, Exercised | shares | (10,969,639) | |
Number of shares, Forfeited | shares | (1,594,820) | |
Number of shares, Ending balance | shares | 22,454,663 | |
Number of shares, Exercisable | shares | 22,385,232 | |
Weighted average exercise price per share, Beginning balance | $ / shares | $ 0.02 | |
Weighted average exercise price per share, Granted | $ / shares | 0.50 | |
Weighted-average exercise price per share, Exercised | $ / shares | 0.02 | |
Weighted-average exercise price per share, Forfeited | $ / shares | 0.02 | |
Weighted average exercise price per share, Ending balance | $ / shares | 0.05 | |
Weighted-average exercise price per share, Exercisable | $ / shares | $ 0.02 | |
Weighted-average remaining contractual term, Outstanding | 2 years 3 months 25 days | |
Weighted-average remaining contractual term, Exercisable | 2 years 3 months 18 days | |
Aggregate intrinsic value, Outstanding | $ | $ 185,620 | [1] |
Aggregate intrinsic value, Exercisable | $ | $ 185,620 | [1] |
[1] | The aggregate intrinsic value is calculated as the difference between the Company's closing stock price on the last trading day of the year and the exercise prices, multiplied by the number of in-the-money stock options. |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Risk-free interest rate | 0.11% |
Expected dividend yield | 0.00% |
Expected volatility | 88.60% |
Expected term | 11 months 15 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU and RSA Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of share, Vested | 0 | 0 | |
Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares, Nonvested at beginning of period (in shares) | 124,932,207 | ||
Number of share, Granted | 133,307,479 | ||
Number of share, Vested | (85,829,389) | ||
Number of share, Forfeited | (4,088,345) | ||
Number of shares, Nonvested at end of period (in shares) | 168,321,952 | 124,932,207 | |
Weighted average grant date fair value, Nonvested at beginning of period | $ 1.74 | ||
Weighted average grant date fair value, Granted | 13.53 | ||
Weighted average grant date fair value, Vested | 13.39 | ||
Weighted average grant date fair value, Forfeited | 5.23 | ||
Weighted average grant date fair value, Nonvested at end of period | $ 13.58 | $ 1.74 | |
Restricted Stock Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares, Nonvested at beginning of period (in shares) | 419,049 | ||
Number of share, Granted | 0 | 0 | |
Number of share, Vested | (236,427) | ||
Number of share, Forfeited | 0 | ||
Number of shares, Nonvested at end of period (in shares) | 182,622 | 419,049 | |
Weighted average grant date fair value, Nonvested at beginning of period | $ 1.99 | ||
Weighted average grant date fair value, Vested | 1.99 | ||
Weighted average grant date fair value, Nonvested at end of period | $ 1.99 | $ 1.99 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Assumptions Used to Estimate Fair Value, Earnout RSUs (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.11% |
Expected volatility | 88.60% |
Expected term | 11 months 15 days |
Expected dividend yield | 0.00% |
Earnout RSU [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | 0.00% |
Earnout RSU [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.84% |
Expected volatility | 53.10% |
Expected term | 4 years 9 months 29 days |
Earnout RSU [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 1.21% |
Expected volatility | 81.00% |
Expected term | 5 years |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Activity For Earnout RSA (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Number of share, Vested | 0 | 0 | |
Earnout RSAs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Number of shares, Nonvested at beginning of period (in shares) | 0 | ||
Number of share, Granted | 30,539,475 | ||
Number of share, Vested | (2,580,570) | ||
Number of share, Forfeited | (95,780) | ||
Number of shares, Nonvested at end of period (in shares) | 27,863,125 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average grant date fair value, Nonvested at beginning of period | |||
Weighted average grant date fair value, Granted | 12.91 | ||
Weighted average grant date fair value, Vested | 13.33 | ||
Weighted average grant date fair value, Forfeited | 12.92 | ||
Weighted average grant date fair value, Nonvested at end of period | $ 12.87 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 1,682,565 | $ 476 | $ 771 |
Research and Development Expense [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 926,730 | 79 | 64 |
General and Administrative [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 755,835 | $ 397 | $ 707 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | |||
Total Foundry revenue | 100.00% | 100.00% | 100.00% |
Consumer and technology | |||
Disaggregation Of Revenue [Line Items] | |||
Total Foundry revenue | 36.00% | 12.00% | 19.00% |
Food And Nutrition | |||
Disaggregation Of Revenue [Line Items] | |||
Total Foundry revenue | 25.00% | 35.00% | 39.00% |
Industrial And Environment | |||
Disaggregation Of Revenue [Line Items] | |||
Total Foundry revenue | 16.00% | 29.00% | 13.00% |
Agriculture | |||
Disaggregation Of Revenue [Line Items] | |||
Total Foundry revenue | 8.00% | 13.00% | 18.00% |
Pharma and Biotech | |||
Disaggregation Of Revenue [Line Items] | |||
Total Foundry revenue | 8.00% | 2.00% | 2.00% |
Government and Defense | |||
Disaggregation Of Revenue [Line Items] | |||
Total Foundry revenue | 7.00% | 9.00% | 9.00% |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Contract asset | $ 0 | $ 0 | |
Revenue recognized | 28,800 | 25,500 | |
Deferred Revenue | $ 128,500 | $ 147,900 | |
Cumulative catch-up adjustment to revenue | $ 6,400 | ||
UNITED STATES | Customer Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 86.00% | 88.00% | 81.00% |
Revenue Recognition - Additio_2
Revenue Recognition - Additional Information 1 (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining Performance Obligation, Amount | $ 21.1 | $ 20.7 |
Revenue remaining performance obligation percentage | 90.00% | |
Revenue remaining performance obligation expected timing of satisfaction year | 2026 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-12-31 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue remaining performance obligation expected timing of satisfaction year | 2022 |
Significant Collaboration Tra_2
Significant Collaboration Transactions - Additional Information (Details) | Jun. 01, 2019USD ($)$ / sharesshares | Nov. 15, 2021USD ($) | Jul. 31, 2021shares | Mar. 31, 2021USD ($)shares | Dec. 31, 2019USD ($)shares | Jun. 30, 2019$ / sharesshares | Sep. 30, 2017USD ($) | Mar. 31, 2021USD ($)shares | Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2021USD ($)Obligationsshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)Obligationsshares | Jul. 31, 2019USD ($) | Dec. 01, 2018USD ($) | Sep. 30, 2018USD ($) | |
Business Acquisition [Line Items] | ||||||||||||||||||
Consideration | $ 8,760,000 | $ 0 | $ 0 | |||||||||||||||
Number of additional common units received | shares | 7,245,000 | |||||||||||||||||
Loss on equity method investments | $ (77,284,000) | (396,000) | (27,533,000) | |||||||||||||||
Number Of Allocated Performance Obligations | Obligations | 10 | |||||||||||||||||
Revenue remaining performance obligation amount | $ 21,100,000 | 20,700,000 | ||||||||||||||||
Deferred Revenue | $ 147,900,000 | 128,500,000 | 147,900,000 | |||||||||||||||
Equity Method Investments | [1] | 13,194,000 | 28,924,000 | |||||||||||||||
Deferred Revenue, Balance | 147,900,000 | 128,500,000 | 147,900,000 | |||||||||||||||
Revenue recognized | 28,800,000 | 25,500,000 | ||||||||||||||||
Amyris Inc | Amyris Collaboration Agreement | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Due from Related Parties | $ 800,000 | $ 800,000 | ||||||||||||||||
Synlogic Inc | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Revenue remaining performance obligation amount | $ 30,000,000 | |||||||||||||||||
Deferred Revenue, Revenue Recognized | 100,000 | 100,000 | ||||||||||||||||
Equity method investments fair value | $ 35,800,000 | |||||||||||||||||
Equity Method Investment Difference Between Aggregated Cost And Underlying Equity | 29,800,000 | |||||||||||||||||
Equity method investment | 80,000,000 | |||||||||||||||||
Synlogic Inc | Warrant Agreement [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Number of ordinary share called by each warrant | shares | 2,548,117 | |||||||||||||||||
Exercise price of warrants or rights | $ / shares | $ 9 | |||||||||||||||||
Synlogic Inc | Foundry Services Agreement [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Exercise price of warrants or rights | $ / shares | $ 8.99 | |||||||||||||||||
Cash | $ 30,000,000 | |||||||||||||||||
Payments for repurchase of warrants | $ 22,900,000 | |||||||||||||||||
Warrant Exercisable Interest Rate | 19.99% | |||||||||||||||||
Maximum [Member] | Synlogic Inc | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Deferred Revenue | 200,000 | 200,000 | ||||||||||||||||
Deferred Revenue, Balance | 200,000 | 200,000 | ||||||||||||||||
Promissory Note | Amyris Inc | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Upfront payment received | $ 22,800,000 | |||||||||||||||||
Debt instrument, face amount | $ 12,000,000 | |||||||||||||||||
Maturity date | Oct. 19, 2022 | |||||||||||||||||
Repayments of debt | $ 9,800,000 | |||||||||||||||||
Promissory Note | Amyris Inc | Amyris Collaboration Agreement | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Due to Related Parties | 12,000,000 | 12,000,000 | ||||||||||||||||
Promissory Note | Minimum [Member] | Amyris Inc | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment | 200,000 | |||||||||||||||||
Promissory Note | Maximum [Member] | Amyris Inc | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment | 300,000 | |||||||||||||||||
Common Stock [Member] | Synlogic Inc | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Equity metohd investment ownership percentage | 19.90% | |||||||||||||||||
Stock issued during period shares | shares | 6,340,771 | |||||||||||||||||
Shares issued price per share | $ / shares | $ 9 | |||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs | $ 57,100,000 | |||||||||||||||||
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share [Member] | Synlogic Inc | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Equity Method Investments | $ 14,400,000 | |||||||||||||||||
Joyn Bio, LLC [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Deferred Revenue | 4,600,000 | 9,900,000 | ||||||||||||||||
Deferred Revenue, Revenue Recognized | $ 5,300,000 | 7,300,000 | 9,300,000 | |||||||||||||||
Equity Method Investments | 97,900,000 | $ 97,900,000 | ||||||||||||||||
Equity metohd investment ownership percentage | 50.00% | |||||||||||||||||
Deferred Revenue, Balance | $ 4,600,000 | $ 9,900,000 | ||||||||||||||||
Joyn Bio, LLC [Member] | Foundry Services Agreement [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Upfront payment received | 20,000,000 | 15,000,000 | ||||||||||||||||
Capital Units Class C [Member] | Joyn Bio, LLC [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Payment to acquire equity method investments | 20,000,000 | |||||||||||||||||
Capital Units Class C [Member] | Bayer [Member] | Joyn Bio, LLC [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Payment to acquire equity method investments | $ 20,000,000 | |||||||||||||||||
Equity metohd investment ownership percentage | 50.00% | 50.00% | ||||||||||||||||
Commitment to contribute additional capital | $ 60,000,000 | $ 60,000,000 | ||||||||||||||||
Partnership Agreement [Member] | Promissory Note | Amyris Inc | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Debt Instrument, Term Payment | 9,800,000 | |||||||||||||||||
Promissory Note, Principal Balance | $ 12,000,000 | |||||||||||||||||
Arcaea LLC [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Number of common units received | shares | 1,755,000 | |||||||||||||||||
Loss on equity method investments | $ 11,900,000 | |||||||||||||||||
carrying value outstanding | 0 | |||||||||||||||||
Allocated Upfront Non Cash Consideration | 1,200,000 | |||||||||||||||||
Additional Non Cash Consideration | 35,500,000 | |||||||||||||||||
Revenue remaining performance obligation amount | 3,600,000 | |||||||||||||||||
Deferred Revenue | 47,400,000 | |||||||||||||||||
Deferred Revenue, Revenue Recognized | 3,700,000 | |||||||||||||||||
Deferred Revenue, Balance | 47,400,000 | |||||||||||||||||
Allonnia [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Number of common units received | shares | 3,600,000 | |||||||||||||||||
Carrying value of the equity method investment | 24,500,000 | |||||||||||||||||
Loss on equity method investments | 12,700,000 | 24,500,000 | ||||||||||||||||
carrying value outstanding | $ 0 | 0 | ||||||||||||||||
Allocated Upfront Non Cash Consideration | $ 2,500,000 | |||||||||||||||||
Number Of Allocated Performance Obligations | Obligations | 10 | |||||||||||||||||
Deferred Revenue | $ 38,000,000 | $ 26,100,000 | ||||||||||||||||
Deferred Revenue, Revenue Recognized | 5,100,000 | 5,000,000 | $ 0 | |||||||||||||||
Fixed non-cash consideration | 2,500,000 | |||||||||||||||||
Deferred Revenue, Balance | $ 38,000,000 | 26,100,000 | ||||||||||||||||
Additional common units | shares | 1,867,411 | |||||||||||||||||
Total consideration of common unit | $ 12,700,000 | |||||||||||||||||
Variable Interest Entity, Primary Beneficiary [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Equity Method Investments | $ 11,694,000 | 28,924,000 | ||||||||||||||||
License | Arcaea LLC [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Common units | shares | 9,000,000 | 9,000,000 | ||||||||||||||||
Arcaea [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Consideration | $ 35,500,000 | |||||||||||||||||
Additional preferred units issued | shares | 5,229,900 | |||||||||||||||||
Allonnia [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Consideration | $ 18,500,000 | |||||||||||||||||
Series A Preferred Stock | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Share Sold | shares | 1,755,000 | |||||||||||||||||
Consideration | $ 19,500,000 | $ 57,100,000 | ||||||||||||||||
Additional preferred units issued | shares | 7,245,000 | 5,400,000 | ||||||||||||||||
Number of additional common units received | shares | 5,229,900 | |||||||||||||||||
Series A Preferred Stock | Arcaea LLC [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Number of additional common units received | shares | 11.9 | |||||||||||||||||
Series A Preferred Stock | Allonnia [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Share Sold | shares | 1,664,911 | |||||||||||||||||
Consideration | $ 200,000 | |||||||||||||||||
Business Combination, Issue | shares | 22,500 | |||||||||||||||||
Number of additional common units received | shares | 1,867,411 | |||||||||||||||||
Share issued In Exchange For The Rights To Certain Intellectual Property | shares | 180,000 | |||||||||||||||||
Additional preferred units issued | shares | 1,844,911 | |||||||||||||||||
Series A Preferred Stock | Arcaea [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business Combination, Issue | shares | 5,139,900 | |||||||||||||||||
Series A Preferred Stock | Allonnia [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Share Sold | shares | 2,970,000 | |||||||||||||||||
Consideration | $ 33,000,000 | |||||||||||||||||
Additional preferred units issued | shares | 630,000 | |||||||||||||||||
Additional preferred units issued | shares | 5,400,000 | 5,400,000 | ||||||||||||||||
Motif FoodWorks, Inc. | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Additional loss recognized | $ 0 | $ 0 | $ 0 | |||||||||||||||
Equity method investments fair value | $ 65,100,000 | |||||||||||||||||
Motif FoodWorks, Inc. | Variable Interest Entity, Not Primary Beneficiary | Technical Development Agreement [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Deferred Revenue | 52,200,000 | 54,000,000 | ||||||||||||||||
Deferred Revenue, Revenue Recognized | 20,200,000 | 20,800,000 | 19,000,000 | |||||||||||||||
Investment owned, balance, shares | shares | 9,000,900 | |||||||||||||||||
Equity Method Investments | $ 65,100,000 | |||||||||||||||||
Impairment losses on equity method investments | $ 65,100,000 | |||||||||||||||||
Equity method investments fair value | 0 | |||||||||||||||||
Deferred Revenue, Balance | 52,200,000 | 54,000,000 | ||||||||||||||||
Contract with customers liability | 52,200,000 | 54,000,000 | ||||||||||||||||
Motif FoodWorks, Inc. | Variable Interest Entity, Not Primary Beneficiary | Technical Development Agreement [Member] | Material Rights Tranche One [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Number Of Allocated Performance Obligations | Obligations | 10 | |||||||||||||||||
Revenue remaining performance obligation amount | $ 6,500,000 | |||||||||||||||||
Motif FoodWorks, Inc. | Series A Preferred Stock | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Share Sold | shares | 8,100,720 | |||||||||||||||||
Consideration | $ 90,000,000 | |||||||||||||||||
Genomatica [Member] | Variable Interest Entity, Not Primary Beneficiary | Two Thousand And Eighteen Technical Development Agreement [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Revenue remaining performance obligation amount | $ 40,000,000 | |||||||||||||||||
Investment owned, at cost | $ 40,000,000 | |||||||||||||||||
Genomatica [Member] | Variable Interest Entity, Not Primary Beneficiary | Foundry Terms Of Service Agreement [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Deferred Revenue | 17,100,000 | 30,100,000 | ||||||||||||||||
Deferred Revenue, Revenue Recognized | 12,900,000 | 9,400,000 | ||||||||||||||||
Upfront amount received | 8,300,000 | 6,900,000 | ||||||||||||||||
Deferred Revenue, Balance | 17,100,000 | 30,100,000 | ||||||||||||||||
Revenue recognized | $ 6,200,000 | |||||||||||||||||
Genomatica [Member] | Variable Interest Entity, Not Primary Beneficiary | Foundry Terms Of Service Agreement [Member] | Preferred Stock [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Equity securities without readily determinable fair value | $ 55,000,000 | $ 55,000,000 | ||||||||||||||||
Cooksonia | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Equity method investment, underlying equity in net assets | $ 8,100,000 | |||||||||||||||||
Cooksonia | Parent | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Equity Method Investments | 13,100,000 | |||||||||||||||||
Payment to acquire equity method investments | 5,000,000 | |||||||||||||||||
Cooksonia | Joyn Bio, LLC [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Equity metohd investment ownership percentage | 50.00% | |||||||||||||||||
Cooksonia | Capital Unit, Class B [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Payment to acquire equity method investments | 5,000,000 | |||||||||||||||||
Cooksonia | Capital Unit, Class B [Member] | Related Party Investor [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Payment to acquire equity method investments | $ 20,000,000 | |||||||||||||||||
Equity metohd investment ownership percentage | 20.00% | 20.00% | ||||||||||||||||
Cooksonia | Capital Units Class C [Member] | Joyn Bio, LLC [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Equity metohd investment ownership percentage | 50.00% | 50.00% | ||||||||||||||||
Cooksonia | Variable Interest Entity, Primary Beneficiary [Member] | Capital Unit, Class A [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Payment to acquire equity method investments | $ 5,000,000 | |||||||||||||||||
Variable interest entity ownership percentage | 70.00% | |||||||||||||||||
Cooksonia | Noncontrolling Interest [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Equity Method Investments | 29,700,000 | |||||||||||||||||
Equity method investment, underlying equity in net assets | $ 8,100,000 | |||||||||||||||||
[1] | Equity method investments in Platform Ventures with a carrying value of zero as of December 31, 2021 and 2020 were excluded from the table above. |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Contribution by company, percent | 5.00% | ||
Contribution by company, amount | $ 3.7 | $ 2.2 | $ 1.6 |
Income Taxes - Summary of Loss
Income Taxes - Summary of Loss Before Provision for Incomes Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Loss From Continuing Operations Before Income Taxes Minority Interest And Income Loss From Equity Method Investments [Abstract] | |||
Domestic | $ (1,837,497) | $ (124,834) | $ (119,835) |
Foreign | (625) | 0 | 0 |
Total | $ (1,838,122) | $ (124,834) | $ (119,835) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Taxes Expenses Incurred During the Period (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income tax (benefit) expense: | |||
Current state income tax | $ 1 | $ 26 | $ 22 |
Deferred federal income tax | (413) | 581 | 0 |
Deferred state income tax | (912) | 1,282 | 0 |
Deferred foreign income tax | (156) | 0 | 0 |
Income tax (benefit) expense | $ (1,480) | $ 1,889 | $ 22 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of the Statutory Corporate Income Tax Rate to the Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Federal income tax at statutory rate | 21.00% | 21.00% | 21.00% |
State income tax | 4.50% | 4.50% | 4.20% |
Change in valuation allowance | (23.90%) | (31.30%) | (25.20%) |
Executive compensation | (2.00%) | 0.00% | 0.00% |
Equity investments | (0.70%) | (0.60%) | (5.70%) |
Tax credits | 0.90% | 4.80% | 4.40% |
Non-deductible expenses and change in fair value of warrant liability | 0.90% | (0.20%) | (0.10%) |
Other expenses | (0.60%) | 0.30% | 1.40% |
Effective tax rate | 0.10% | (1.50%) | 0.00% |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Taxes Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 174,127 | $ 91,467 | |
Tax credit carryforwards | 37,455 | 20,338 | |
Accrued expenses | 2,690 | 1,265 | |
Deferred revenue | 45,928 | 28,590 | |
Stock-based compensation | 318,049 | 0 | |
Amortizable intangibles | 3,834 | 4,198 | |
Tenant allowance | 2,927 | 2,206 | |
Deferred tax assets before valuation allowance | 585,010 | 148,064 | |
Valuation allowance | (583,107) | (143,827) | $ (104,745) |
Deferred tax assets, net of valuation allowance | 1,903 | 4,237 | |
Deferred tax liabilities: | |||
Amortizable intangibles | (4,722) | 0 | |
Property and equipment | (830) | (830) | |
Basis differences | (1,522) | (5,270) | |
Deferred tax liabilities | (7,074) | (6,100) | |
Net deferred taxes | $ (5,171) | $ (1,863) |
Income Taxes - Summary of Def_2
Income Taxes - Summary of Deferred Tax Assets Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation Allowance [Abstract] | ||
Beginning of Period | $ 143,827 | $ 104,745 |
Additions | 439,280 | 39,082 |
End of Period | $ 583,107 | $ 143,827 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | ||
Valuation allowance, Deferred tax asset, Increase, Amount | $ 439,280,000 | $ 39,082,000 |
Percenetage of stockholders determining cumulative change in ownership | 5.00% | |
Percentage points used in determining cumulative change in ownership | 50.00% | |
Uncertain tax positions | $ 0 | 0 |
Unrecognized tax benefits, Income tax penalties and interest accrued | 0 | $ 0 |
Domestic Tax Authority [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | $ 665,200,000 | |
Operating loss expiration year | 2029 | |
Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating loss expiration year | 2029 | |
Tax credit carryforward, Amount | $ 23,300,000 | |
Domestic Tax Authority [Member] | Begin To Expire In 2029 [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | 139,200,000 | |
Domestic Tax Authority [Member] | Carried Forward Indefinitely [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | 526,000,000 | |
State and Local Jurisdiction [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | $ 529,300,000 | |
Operating loss expiration year | 2029 | |
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating loss expiration year | 2030 | |
Tax credit carryforward, Amount | $ 18,000,000 | |
State and Local Jurisdiction [Member] | Begin To Expire In 2029 [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | 485,900,000 | |
State and Local Jurisdiction [Member] | Carried Forward Indefinitely [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | $ 43,400,000 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders, basic | $ (1,830,047) | $ (126,609) | $ (119,327) |
Change in fair value of warrant liabilities | 58,615 | 0 | 0 |
Net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders, diluted | $ (1,888,662) | $ (126,609) | $ (119,327) |
Denominator | |||
Basic | 1,359,848,803 | 1,274,766,915 | 1,149,000,417 |
Weighted average effect of dilutive outstanding warrants | 524,540 | 0 | 0 |
Weighted average common shares outstanding, diluted | 1,360,373,343 | 1,274,766,915 | 1,149,000,417 |
Basic net loss per share | $ (1.35) | $ (0.10) | $ (0.10) |
Diluted net loss per share | $ (1.39) | $ (0.10) | $ (0.10) |
Net Loss per Share - Summary Of
Net Loss per Share - Summary Of Anti-Dilutive Shares (Details) - shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Class Of Stock [Line Items] | ||||
Shares excluded from the computation of diluted loss per share | 354,728,664 | 159,726,314 | 107,092,830 | |
Warrants [Member] | Class A common stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Shares excluded from the computation of diluted loss per share | 0 | 1,020,187 | 1,020,187 | |
Stock Options [Member] | ||||
Class Of Stock [Line Items] | ||||
Shares excluded from the computation of diluted loss per share | 25,228,853 | 33,354,871 | 35,276,812 | |
Restricted Stock Units (RSUs) [Member] | ||||
Class Of Stock [Line Items] | ||||
Shares excluded from the computation of diluted loss per share | 168,321,952 | 124,932,207 | 70,119,944 | |
RSA [Member] | ||||
Class Of Stock [Line Items] | ||||
Shares excluded from the computation of diluted loss per share | 182,622 | 419,049 | 675,887 | |
New Ginkgo Earn-out shares [Member] | ||||
Class Of Stock [Line Items] | ||||
Shares excluded from the computation of diluted loss per share | [1] | 160,995,237 | 0 | 0 |
[1] | Represents earnout shares for which the vesting conditions have not been satisfied. |
Related Parties - Summary of Co
Related Parties - Summary of Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | |||
Accounts receivable | $ 4,598 | $ 5,212 | |
Deferred Revenue | 128,500 | $ 147,900 | |
Joyn [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable | 5 | 0 | |
Deferred Revenue | 4,608 | 9,862 | |
Motif [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable | 3,020 | 2,403 | |
Deferred Revenue | 52,171 | 53,952 | |
Genomatica [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable | 0 | 1,500 | |
Deferred Revenue | 17,111 | 30,128 | |
Allonnia [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable | 849 | 1,309 | |
Deferred Revenue | 38,016 | 26,064 | |
Arcaea [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable | 724 | 0 | |
Deferred Revenue | 47,356 | 0 | |
Ayana [Member] | |||
Related Party Transaction [Line Items] | |||
Deferred Revenue | 1,559 | 72 | |
Verb [Member] | |||
Related Party Transaction [Line Items] | |||
Deferred Revenue | $ 160,821 | $ 120,078 |
Related Parties - Summary of _2
Related Parties - Summary of Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Foundry Revenue | $ 47,161 | $ 42,535 | $ 35,268 |
Joyn [Member] | |||
Related Party Transaction [Line Items] | |||
Foundry Revenue | 5,254 | 7,273 | 9,349 |
Motif [Member] | |||
Related Party Transaction [Line Items] | |||
Foundry Revenue | 20,224 | 20,798 | 18,986 |
Genomatica [Member] | |||
Related Party Transaction [Line Items] | |||
Foundry Revenue | 12,868 | 9,431 | 6,248 |
Allonnia [Member] | |||
Related Party Transaction [Line Items] | |||
Foundry Revenue | 5,126 | 4,960 | |
Arcaea [Member] | |||
Related Party Transaction [Line Items] | |||
Foundry Revenue | 3,676 | ||
Ayana [Member] | |||
Related Party Transaction [Line Items] | |||
Foundry Revenue | $ 13 | $ 73 | $ 685 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - Subsequent Event [Member] $ in Millions | Mar. 11, 2022USD ($) |
Subsequent Event [Line Items] | |
Business acquire consideration | $ 17.5 |
Contingent consideration | $ 25 |
FGen AG [Member] | |
Subsequent Event [Line Items] | |
Percentage of voting interests acquired | 100.00% |