SECURITIES AND EXCHANGE COMMISSION
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
December 31
,
2021
| ☐ | 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)
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(State or other jurisdiction of incorporation or organization) | | |
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(Address of principal executive offices) | | |
Registrant’s telephone number, including area code: (877)
422-5362
Securities registered pursuant to Section 12(b) of the Act:
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Class A common stock, par value $0.0001 per share | | | | |
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | | | | |
Securities registered pursuant to Section 12(g) of the Act: None
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES ☐ NO ☒
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 Rule
12b-2
of the Exchange Act.
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| Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
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| Non-accelerated filer | | ☒ | | Smaller reporting company | | ☐ |
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| | | | | 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 by
non-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
