UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K/A
(Amendment No. 1)
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
December 31
,2021
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
Commission File Number
001-40097
GINKGO BIOWORKS HOLDINGS, INC.
(Exact name of Registrant as specified in its Charter)
Delaware | 87-2652913 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
27 Drydock Avenue 8th Floor Boston, MA | 02210 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (877)
422-5362
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A common stock, par value $0.0001 per share | DNA | NYSE | ||
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | DNA.WS | NYSE |
Securities registered pursuant to Section 12(g) of the Act: None
Auditor Firm ID: 42 | Auditor Name: Ernst & Young LLP | Auditor Location: Boston, Massachusetts |
Indicate
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2
of the Exchange Act.Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act). YES ☐ NO ☒The aggregate market value of the voting and
non-voting
common equity held bynon-affiliates
of Soaring Eagle Acquisition Corp. (SRNG), our predecessor, on June 30, 2021, based on a closing price of $9.96 for SRNG’s Class A common stock, was approximately $250.5 million.As of March 17, 2022, there were 1,080,456,818 shares of Class A common stock, 391,147,458 shares of Class B common stock, and 288,000,000 shares of
non-voting
Class C common stock outstanding.DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form
10-K/A
(this “Amendment”) amends the Annual Report on Form10-K
for the year ended December 31, 2021 (the “Original Report”) of Ginkgo Bioworks Holdings, Inc. (the “Company”), which was filed with the Securities and Exchange Commission (“SEC”) on March 29, 2022. This Amendment is being filed for the purpose of providing separate financial statements of Allonnia, LLC (“Allonnia”) in accordance with Rule3-09
of RegulationS-X.
Allonnia was a significant investee under” of this Amendment.
Rule 3-09
for the Company’s fiscal year ended December 31, 2019, but not for the fiscal years ended December 31, 2020 and 2021. Allonnia’s audited financial statements for the fiscal years ended December 31, 2021 and 2020 and for the period from November 27, 2019 (inception) through December 31, 2019, are filed as Exhibit 99.1 hereto and are included as financial statement schedules in Item 15, “Exhibits, Financial Statement Schedules,
The consent of Wolf & Company, P.C., independent public accounting firm for Allonnia, is filed as Exhibit 23.2 to this Amendment. In addition, this Amendment includes an updated exhibit index in respect thereof and certifications under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
Except as described above, this Amendment does not update or modify any other information presented in the Original Report and does not reflect events occurring after the Original Report’s filing date of March 29, 2022. Accordingly, this Amendment should be read in conjunction with the Company’s other filings made with the SEC subsequent to the filing of the Original Report.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(1) | The Company’s consolidated financial statements were previously filed with the Original Report on March 29, 2022. |
(2) | The audited financial statements for the fiscal years ended December 31, 2021 and 2020 and for the period from November 27, 2019 (inception) through December 31, 2019 of Allonnia included in Exhibit 99.1 are filed as part of Item 15 to this Amendment to the Company’s Original Report filed on March 29, 2022 pursuant to Rule 3-09 of RegulationS-X and should be read in conjunction with the Company’s consolidated financial statements filed with the Original Report. |
(3) | Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the consolidated financial statements or the notes thereto. |
(4) | Exhibits: |
Exhibit Number | Description | |
2.1 | ||
2.2 | ||
3.1 | ||
3.2 | ||
3.3 | ||
4.1 | ||
4.2** | ||
4.3 | ||
4.4** | ||
10.1+ | ||
10.2+ |
10.3 | ||
10.4 | ||
10.5 | ||
10.6 | ||
10.7 | ||
10.8 | ||
10.9 | ||
10.10 | ||
10.11 | ||
10.12 | ||
10.13 | ||
10.14†‡ | ||
10.15† | ||
10.16† |
10.17 | ||
10.18† | ||
10.19† | ||
10.20 | ||
10.21† | ||
10.22† | ||
10.23† | ||
10.24† | ||
10.25† | ||
10.26† | ||
10.27† | ||
10.28†‡ | ||
10.29† | ||
10.30†‡ | ||
10.31† |
10.32‡ | ||
10.33 | ||
10.34 | ||
10.35 | ||
10.36 | ||
10.37 | ||
16.1 | ||
21.1 | ||
23.1** | ||
23.2* | Consent of Wolf & Company, P.C. | |
23.3* | Consent of Wolf & Company, P.C. | |
31.1** | ||
31.2** | ||
31.3* | ||
31.4* | ||
32.1** | ||
32.2** | ||
32.3* | ||
32.4* |
99.1* | ||
101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* | Filed herewith. |
† | The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request. |
‡ | Certain confidential information contained in this Exhibit has been omitted because it is (i) not material and (ii) of the type that the registrant treats as private or confidential. |
+ | Indicates a management contract of compensatory plan. |
** | Previously filed as an exhibit to the Company’s Original Report. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized
.
GINKGO BIOWORKS HOLDINGS, INC. | ||||||
Date: August 31, 2022 | By: | /s/ Jason Kelly | ||||
Jason Kelly | ||||||
Chief Executive Officer |