Cayman Islands |
6670 |
N/A | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Joel L. Rubinstein Jonathan P. Rochwarger White & Case LLP 1221 Avenue of the Americas New York, NY 10020 (212) 819-8200 |
Rachel W. Sheridan Shagufa R. Hossain Emily E. Taylor Latham & Watkins LLP 555 Eleventh Street NW Suite 1000 Washington, D.C. 20004 (202) 637-2200 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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Title of Each Class of Securities to be Registered(1) |
Amount to be Registered(2) |
Proposed Maximum Offering Price Per Share (3) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee(4) | ||||
Class A common stock, par value $0.0001 per share |
77,500,000 | $9.92 | $768,412,500 | $83,833.80 | ||||
| ||||||||
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(1) |
These securities are being registered solely in connection with the resale of shares of the registrant’s Class A common stock by certain selling stockholders (the “Selling Stockholders”) named in this registration statement. The Selling Stockholders have committed to purchase up to 77,500,000 shares of Class A common stock, par value $0.0001 per share, of Soaring Eagle Acquisition Corp. (“SRNG”) immediately prior to the consummation of its business combination with Ginkgo Bioworks, Inc. |
(2) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities being registered hereunder include such indeterminate number of additional securities as may be issuable to prevent dilution resulting of any stock dividend, stock split, recapitalization or other similar transactions. |
(3) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high and low prices of the registrant’s ordinary shares as reported on September 10, 2021 which was $9.92 per share. |
(4) |
$84,890.71 previously paid. |
* |
All securities being registered for resale hereunder will be issued by Soaring Eagle Acquisition Corp. (“SRNG”) in connection with the business combination with Ginkgo Bioworks, Inc. Prior to the consummation of the business combination, SRNG intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which SRNG’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). As used herein, “New SRNG” refers to SRNG after the Domestication. As used herein, “New Ginkgo” refers to SRNG after the consummation of the business combination. All securities being registered will be issued by New SRNG, the continuing entity following the Domestication. Upon the closing of the business combination, SRNG will change its name to Ginkgo Bioworks Holdings, Inc. |
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F-1 |
• | the ability of SRNG and Ginkgo prior to the Business Combination, and New Ginkgo following the Business Combination, to: |
• | meet the Closing conditions to the Business Combination, including approval by shareholders of SRNG and the availability of at least $1.25 billion of cash from the proceeds received from the Selling Stockholders and in SRNG’s Trust Account, after giving effect to redemptions of public shares, |
• | realize the benefits expected from the Business Combination; |
• | the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; |
• | the ability to obtain and/or maintain the listing of New Ginkgo Class A common stock on the NYSE following the Business Combination; |
• | New Ginkgo’s ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness; |
• | New Ginkgo’s ability to retain or recruit, or adapt to changes required in, its founders, senior executives, key personnel or directors following the Business Combination; |
• | factors relating to the business, operations and financial performance of Ginkgo, including: |
• | New Ginkgo’s ability to effectively manage its growth; |
• | New Ginkgo’s exposure to the volatility and liquidity risks inherent in holding equity interests in certain of its customers; |
• | rapidly changing technology and extensive competition in the synthetic biology industry that could make the products and processes New Ginkgo is developing obsolete or non-competitive unless it continues to collaborate on the development of new and improved products and processes and pursue new market opportunities; |
• | New Ginkgo’s reliance on its customers to develop, produce and manufacture products using the engineered cells and/or biomanufacturing processes that New Ginkgo develops; |
• | New Ginkgo’s ability to comply with laws and regulations applicable to its business; and |
• | market conditions and global and economic factors beyond New Ginkgo’s control; |
• | intense competition and competitive pressures from other companies worldwide in the industries in which the combined company will operate; |
• | litigation and the ability to adequately protect New Ginkgo’s intellectual property rights; and |
• | other factors detailed under the section entitled “ Risk Factors. |
(1) | Ginkgo stockholders holding New Ginkgo Class A common stock and New Ginkgo Class B common stock will hold approximately 60.4% and 29.0%, respectively, of the shares of New Ginkgo following the consummation of the Business Combination. |
• | Upon consummation of the Business Combination, we can exercise warrants for unexpired New Ginkgo Class A common stock at any time, which could occur at a disadvantageous time for stockholders and result in dilution for stockholders. |
• | Subsequent to the Business Combination, our business could have to restructure, we may not meet expectations of investors, or we may have materially different financial results than expected, any of which could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment. |
• | Our New Ginkgo Class A common stock issued in connection with the Business Combination may not be approved for listing or comply with the standards of NYSE following the Closing. |
• | Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders. |
• | Our creditors may have priority over our stockholders in the event of bankruptcy, which could limit the recovery of our stockholders in a liquidation. |
• | If we were to be deemed an “investment company” under the Investment Company Act, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business. |
• | The multi-class structure of our common stock could affect our business operations and the price of our stock. |
• | Our multi-class stock structure will entitle only our employees and directors to acquire and hold New Ginkgo Class B common stock which will have a greater number of votes per share than New Ginkgo Class A common stock, which may affect whether stockholders hold or purchase New Ginkgo Class A common stock. |
• | Issuing a large number of shares of New Ginkgo Class B common stock in the future may increase the concentration of voting power with our employees and directors, which could have an adverse effect on the trading price of New Ginkgo Class A common stock. |
• | Issuing New Ginkgo Class C common stock may increase concentration of voting power in New Ginkgo Class B common stock, which could discourage potential acquisitions of our business and could have an adverse effect on the trading price of New Ginkgo Class A common stock. |
• | Our focus on the long-term best interests of our company and our consideration of the interests of all of our stakeholders may conflict with short-term or medium-term financial interests and business performance, which may adversely impact the value of our common stock. |
• | Under Delaware law, the language in Proposed Charter and Proposed Bylaws may limit shareholders actions and the available forums for such actions. |
• | Our history of net losses is expected to continue, and we may never achieve or maintain profitability. |
• | We will need substantial additional capital in the future in order to fund our business. |
• | If we fail to effectively manage our rapid growth, then our business, results of operations and financial condition could be adversely affected. |
• | Our limited operating history makes it difficult to evaluate our current business and future prospects. |
• | We currently own and may in the future own equity interests in other operating companies, including certain of our customers; consequently, we have exposure to the volatility and liquidity risks inherent in holding their equity and overall operational and financial performance of these businesses. |
• | Failure to pursue strategic acquisitions and investments, achieve projected milestones or maintain and expand customer partnerships could have an adverse impact on our business. |
• | Failure to secure laboratory equipment and third-party suppliers could cause delays in our research, development or production capacity and adversely affect our business. |
• | We are subject to regulatory and legal scrutiny for our use of genetically modified organisms, biological, hazardous, flammable and/or regulated materials and DNA sequencing synthesis. |
• | Our reputation could be damaged by third parties’ use of our engineered cells and accompanying production processes. |
• | International expansion of our business exposes us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States. |
• | Our ability to enter into a definitive agreement with the U.S. International Development Finance Corporation and our overall level of indebtedness could adversely affect liquidity and have an adverse effect on our valuation, operations and business. |
• | If our customers discontinue using or are not successful in developing, producing and manufacturing products using the engineered cells and/or biomanufacturing processes that we develop, our future financial position may be adversely impacted. |
• | Our revenue, results of operations, cash flows and reputation in the marketplace may suffer upon the loss of a significant customer. |
• | Our business partners may make announcements about the status of our collaborations, and the price of our common stock may decline as a result of announcements of unexpected results or developments. |
• | Uncertainty about COVID-19 or another global pandemic could materially affect how we and our business partners are operating and may harm our business and results of operations. |
• | Decline in COVID-19 testing, decline in our capacity to test or disruption of our telehealth relationships may harm our business and results of operations. |
• | We may be subject to liability if the COVID-19 tests we utilize in our testing programs provide inaccurate results. |
• | Failure to pursue new opportunities and develop our platform could make our products obsolete or non-competitive in the market. |
• | The market may be skeptical of our novel and complex technology and use of genetically modified materials, which could limit public acceptance of our products or processes and limit our revenues. |
• | Failure to protect or enforce our intellectual property rights, trade secrets and inventions could harm our business, results of operations and financial condition and may result in litigation. |
• | We may be subject to litigation alleging infringement on the patents of third parties. |
• | Risks related to intellectual property developed under U.S. federally funded research grants and contracts. |
• | Our use of genetic resources and sequencing may subject us to obligations under the Nagoya Protocol. |
• | Our use of in-licensing from third parties and “open source” software could have a material and adverse impact on our business, financial condition and results of operation. |
• | Loss of key personnel or failure to access infrastructure could delay our programs, harm our development efforts and adversely affect our business and results of operations. |
• | We rely on our customers, joint venturers, equity investees and other third parties to deliver timely and accurate information in order to accurately report our financial results in the time frame and manner required by law. |
• | We use estimates in determining the fair value of certain assets and liabilities. If our estimates prove to be incorrect, we may be required to write down the value of these assets or write up the value of these liabilities, which could adversely affect our financial position. |
• | Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited. |
• | If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock. |
• | Our cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash equivalents fail. |
• | We are subject to numerous federal, state, local and international laws and regulations related to our business and operations, and the failure to comply with any of these laws and regulations, or failure to comply with new or changed laws and regulations, could adversely affect our business and our financial condition. |
• | We may incur significant costs complying with environmental, health and safety laws and regulations, and failure to comply with these laws and regulations could expose us to significant liabilities. |
• | We may become subject to the comprehensive laws and rules governing billing and payment, noncompliance with which could result in non-payment or recoupment of overpayments for our services or other sanctions. |
• | Our receipt of public funds subjects us to the False Claims Act, EKRA (a federal anti-kickback law) and state anti-kickback laws. |
• | We are engaged in certain research activities involving controlled substances, the making, use, sale, importation, exportation, and distribution of which may be subject to significant regulation. |
• | Disruptions of information technology systems or data security incidents could result in significant financial, legal, regulatory, business and reputational harm to us. |
• | Changes in U.S. and foreign tax laws could have a material adverse effect on our business, cash flow, results of operations or financial conditions. |
• | We may become subject to lawsuits or indemnity claims in the ordinary course of business, which could materially and adversely affect our business and results of operations. |
• | Our business could be adversely affected by legal challenges to our telehealth partner’s business model. |
THE OFFERING | ||
Issuer | Soaring Eagle Acquisition Corp. In connection with the closing of the Business Combination, SRNG will be domesticated as a Delaware corporation and, promptly thereafter, Merger Sub will merge with and into Ginkgo, with Ginkgo surviving the merger as a wholly owned subsidiary of Ginkgo Bioworks Holdings, Inc. In addition, in connection with the consummation of the Business Combination, SRNG will be renamed “Ginkgo Bioworks Holdings, Inc.” If the Business Combination is not consummated, the shares of common stock registered pursuant to this prospectus will not be issued. | |
Class A common stock offered by the Selling Stockholders | Up to 77,500,000 shares of New SRNG Class A common stock, which are expected to be issued immediately prior to the consummation of the Business Combination pursuant to the terms of the Subscription Agreements, as part of the consideration for the Business Combination. | |
Class A ordinary shares outstanding prior to the consummation of the Business Combination | 172,500,000 | |
Class A common stock outstanding after the consummation of the Business Combination | 1,190,775,753 | |
Use of proceeds | We will not receive any of the proceeds from the sale of the shares of Class A common stock by the Selling Stockholders. | |
Market for our Class A ordinary shares and New Ginkgo common stock | Our Class A ordinary shares and public warrants are currently listed on Nasdaq under the symbols “SRNG” and “SRNGW,” respectively. We intend to list the New Ginkgo Class A common stock and public warrants on NYSE under the symbols “DNA” and “DNA.WS”, respectively, upon the Closing. New Ginkgo will not have units traded following the Closing. | |
Risk factors | Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “ Risk Factors |
• | shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render small companies more vulnerable to competitors’ actions and market conditions, as well as general economic downturns; |
• | more limited access to capital and higher funding costs, may be in a weaker financial position and may need more capital than originally anticipated to expand, compete and operate their business; |
• | the inability to obtain financing from the public capital markets or other traditional sources, such as commercial banks, in part because loans made to these types of companies entail higher risks than loans made to companies that have larger businesses, greater financial resources or are otherwise able to access traditional credit sources on more attractive terms; |
• | a higher likelihood of depending on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on such company and, in turn, on us; |
• | less predictable operating results, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; |
• | particular vulnerabilities to changes in customer preferences and market conditions, depend on a limited number of customers, and face intense competition, including from companies with greater financial, technical, managerial and marketing resources; and |
• | fewer administrative resources, which can lead to greater uncertainty in their ability to generate accurate and reliable financial data, including their ability to deliver audited financial statements. |
• | our suppliers may cease or reduce production or deliveries, raise prices, or renegotiate terms; |
• | we may be unable to locate a suitable replacement on acceptable terms or on a timely basis, if at all; |
• | if there is a disruption to our single-source or preferred suppliers’ operations, and if we are unable to enter into arrangements with alternative suppliers, we will have no other means of continuing the relevant research, development, or manufacturing operations until they restore the affected facilities or we or they procure alternative sources of supply; |
• | delays caused by supply issues may harm our reputation, frustrate our customers, and cause them to turn to our competitors for future programs; and |
• | our ability to progress the development of existing programs and the expansion of our capacity to begin future programs could be materially and adversely impacted if the single-source or preferred suppliers upon which we rely were to experience a significant business challenge, disruption, or failure due to issues such as financial difficulties or bankruptcy, issues relating to other customers such as regulatory or quality compliance issues, or other financial, legal, regulatory, or reputational issues. |
• | political, social and economic instability; |
• | fluctuations in currency exchange rates; |
• | higher levels of credit risk, corruption, and payment fraud; |
• | enhanced difficulties of integrating any foreign acquisitions; |
• | increased expenses and diversion of our management’s attention from advancing programs; |
• | regulations that might add difficulties in repatriating cash earned outside the United States and otherwise prevent us from freely moving cash; |
• | import and export controls and restrictions and changes in trade regulations; |
• | compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar laws in other jurisdictions; |
• | multiple, conflicting and changing laws and regulations such as privacy, security and data use regulations, tax laws, tariffs, trade regulations, economic sanctions and embargoes, employment laws, anti-corruption laws, regulatory requirements, reimbursement or payor regimes and other governmental approvals, permits and licenses; |
• | failure by us, our collaborators or our customers to obtain regulatory clearance, authorization or approval for the use of our services in various countries; |
• | additional potentially relevant third-party patent rights; |
• | complexities and difficulties in obtaining intellectual property protection and enforcing our intellectual property; |
• | difficulties in staffing and managing foreign operations, including difficulties related to the increased operations, travel, infrastructure and legal compliance costs associated with international locations; |
• | logistics and regulations associated with shipping chemicals, biomaterials and product samples, including infrastructure conditions and transportation delays; |
• | financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises, on demand and payment for our products and exposure to foreign currency exchange rate fluctuations; |
• | natural disasters, political and economic instability, including wars, terrorism and political unrest, the outbreak of disease, or public health epidemics, such as COVID-19, which could have an adverse impact on our employees, contractors, customers, partners, travel and the global economy; |
• | breakdowns in infrastructure, utilities and other services; |
• | boycotts, curtailment of trade and other business restrictions; and |
• | the other risks and uncertainties described in this prospectus. |
• | we may choose not to file a patent in order to maintain certain trade secrets or know-how, and a third party may subsequently file a patent covering such intellectual property; |
• | others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our owned or licensed intellectual property rights; |
• | the patents of others may harm our business; |
• | we might not have been the first to make the inventions covered by the issued patents or pending patent applications that we own; |
• | we might not have been the first to file patent applications covering certain of our inventions; and |
• | issued patents that we hold rights to may fail to provide us with any competitive advantage, or may be held invalid or unenforceable, including as a result of legal challenges by our competitors. |
• | human error; |
• | equipment failure; |
• | physical, electronic and cybersecurity breaches; |
• | fire, earthquake, hurricane, flood, tornado and other natural disasters; |
• | extreme temperatures; |
• | flood and/or water damage; |
• | fiber cuts; |
• | power loss; |
• | terrorist acts, including acts of bioterrorism; |
• | sabotage and vandalism; and |
• | local epidemics or global pandemics such as the COVID-19 pandemic. |
• | the federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving or paying any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, lease, order, or arranging for or recommending the purchase, lease or order of, any item or service, for which payment may be made, in whole or in part, under federal healthcare programs such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation; |
• | the federal physician self-referral prohibition, commonly known as the Stark Law, which prohibits a physician, in the absence of an applicable exception, from making a referral for certain designated health services covered by the Medicare or Medicaid program, including clinical laboratory services, if the physician or an immediate family member of the physician has a financial relationship with the entity providing the designated health services. The Stark Law also prohibits the entity furnishing the designated health services from billing, presenting or causing to be presented a claim for the designated health services furnished pursuant to the prohibited referral; |
• | the federal civil false claims laws, including without limitation the federal False Claims Act (which can be enforced through “qui tam,” or whistleblower actions, by private citizens on behalf of the federal government), and civil monetary penalties laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, false or fraudulent claims for payment of government funds, or knowingly making, using or causing to be made or used, a false record or statement material to an obligation to pay money to the government or knowingly and improperly avoiding, decreasing or concealing an obligation to pay money to the federal government. In addition, the government may assert that a claim including items and services resulting from a violation of the federal Anti-Kickback Statute or Stark Law constitutes a false or fraudulent claim for purposes of the civil False Claims Act; |
• | the Eliminating Kickbacks in Recovery Act (“EKRA”), which created a new federal crime for knowingly and willfully: (1) soliciting or receiving any remuneration in return for referring a patient to a recovery home, clinical treatment facility, or laboratory; or (2) paying or offering any remuneration to induce such a referral or in exchange for an individual using the services of a recovery home, clinical treatment facility, or laboratory. Unlike the Anti-Kickback Statute, EKRA is not limited to services reimbursable under a government health care program, but instead extends to all services reimbursed by “health care benefit programs”; |
• | the healthcare fraud statutes under HIPAA, which impose criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare |
benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement, in connection with the delivery of, or payment for healthcare benefits, items or services by a healthcare benefit program, which includes both government and privately funded benefits programs. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation; |
• | federal consumer protection and unfair competition laws, which broadly regulate platform activities and activities that potentially harm consumers; and |
• | state law equivalents of each of the above federal laws, such as anti-kickback, self-referral, and fee-splitting, and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers and self-pay patients. |
• | decreased demand for programs and resulting products; |
• | loss of revenue; |
• | substantial monetary payments; |
• | significant time and costs to defend related litigation; |
• | the inability to commercialize any products from our programs; and |
• | injury to our reputation and significant negative media attention. |
• | it is an “orthodox” investment company because it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or |
• | it is an inadvertent investment company because, absent an applicable exemption, (i) it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets |
(exclusive of U.S. government securities and cash items) on an unconsolidated basis, or (ii) it owns or proposes to acquire investment securities having a value exceeding 45% of the value of its total assets (exclusive of U.S. government securities and cash items) and/or more than 45% of its income is derived from investment securities on a consolidated basis with its wholly owned subsidiaries. |
• | the reverse recapitalization between SRNG and Legacy Ginkgo; and |
• | the issuance and sale of 77,500,000 shares of SRNG Class A common stock at a purchase price of $10.00 per share and an aggregate purchase price of $775.0 million pursuant to the Private Placement. |
• | Legacy Ginkgo’s existing stockholders will have the largest voting interest in New Ginkgo; |
• | Legacy Ginkgo’s former executive management will make up all of the management of New Ginkgo; |
• | Legacy Ginkgo’s existing directors and individuals designated by, or representing, Legacy Ginkgo stockholders will constitute a majority of the initial New Ginkgo Board following the consummation of the Business Combination; |
• | New Ginkgo will assume the name “Ginkgo Bioworks Holdings, Inc.”; and |
• | Legacy Ginkgo is the larger entity based on revenue. Additionally, Legacy Ginkgo has a larger employee base and substantive operations. |
Shares (1) |
% |
|||||||
SRNG public stockholders (2) |
85,774,688 | 5.1 | % | |||||
SRNG sponsor and director stockholders (2) |
14,651,540 | 0.9 | % | |||||
|
|
|
|
|||||
Total SRNG |
100,426,228 | 6.0 | % | |||||
Ginkgo Class A Common Stock |
1,012,849,525 | 60.4 | % | |||||
Ginkgo Class B Common Stock |
487,191,442 | 29.0 | % | |||||
|
|
|
|
|||||
Total Ginkgo |
1,500,040,967 | 89.4 | % | |||||
PIPE Investors |
77,500,000 | 4.6 | % | |||||
|
|
|
|
|||||
Total shares outstanding at close, excluding shares below |
1,677,967,195 | 100.0 | % | |||||
Ginkgo Earn-out Consideration |
180,000,000 | |||||||
Sponsor Earn-out Shares(2) |
16,787,740 | |||||||
SRNG Shares Underlying Public and Private Warrants |
51,825,000 | |||||||
|
|
|||||||
Total Shares at Closing (including shares above) |
1,926,579,935 |
(1) | The table above does not reflect minor adjustments occurred prior to Closing, including (i) ordinary course RSU grants to employees and (ii) the forfeiture of RSUs as a result of employees departing Legacy Ginkgo. |
(2) | Amounts to be finalized at closing of the Business Combination. |
As of June 30, 2021 |
||||||||||||||||||||
Legacy Ginkgo (Historical) |
SRNG (Historical) |
Transaction Accounting Adjustments |
Pro Forma Combined |
|||||||||||||||||
Assets |
||||||||||||||||||||
Current assets |
||||||||||||||||||||
Cash and cash equivalents |
$ | 235,893 | $ | 38 | $ | 1,725,000 | (a | ) | $ | 1,708,679 | ||||||||||
775,000 | (b | ) | ||||||||||||||||||
(60,375 | ) | (c | ) | |||||||||||||||||
(74,625 | ) | (d | ) | |||||||||||||||||
(867,253 | ) | (h | ) | |||||||||||||||||
(24,999 | ) | (i | ) | |||||||||||||||||
Accounts receivable, net |
19,583 | — | 19,583 | |||||||||||||||||
Accounts receivable, net from related parties |
8,802 | — | 8,802 | |||||||||||||||||
Inventory, net |
2,716 | — | 2,716 | |||||||||||||||||
Prepaid expenses and other current assets |
17,072 | 929 | 18,001 | |||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total current assets |
284,066 | 967 | 1,472,748 | 1,757,781 | ||||||||||||||||
Cash held in trust account |
— | 1,725,021 | (21 | ) | (a | ) | — | |||||||||||||
(1,725,000 | ) | (a | ) | |||||||||||||||||
Property and equipment, net |
145,884 | — | — | 145,884 | ||||||||||||||||
Investments |
64,912 | — | — | 64,912 | ||||||||||||||||
Equity method investments |
45,214 | — | — | 45,214 | ||||||||||||||||
Intangible assets, net |
3,020 | — | — | 3,020 | ||||||||||||||||
Goodwill |
1,857 | — | — | 1,857 | ||||||||||||||||
Loans receivable, net of current portion |
16,653 | — | — | 16,653 | ||||||||||||||||
Other non-current assets |
25,439 | — | — | 25,439 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total assets |
$ | 587,045 | $ | 1,725,988 | $ | (252,273 | ) | $ | 2,060,760 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Liabilities and Stockholders’ Equity |
||||||||||||||||||||
Current liabilities |
||||||||||||||||||||
Accounts payable |
$ | 2,767 | $ | — | $ | — | $ | 2,767 | ||||||||||||
Accounts payable and accrued expenses |
4,057 | (4,057 | ) | (d | ) | — | ||||||||||||||
Accrued expenses and other current liabilities |
47,024 | — | — | 47,024 | ||||||||||||||||
Deferred revenue |
31,300 | — | — | 31,300 | ||||||||||||||||
Promissory Note—Related Party |
— | — | — | — | ||||||||||||||||
Advance from sponsor |
— | 632 | (632 | ) | (d | ) | — | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total current liabilities |
81,091 | 4,689 | (4,689 | ) | 81,091 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Non-current liabilities |
||||||||||||||||||||
Deferred underwriting compensation |
— | 60,375 | (60,375 | ) | (c | ) | — | |||||||||||||
Deferred rent, net of current portion |
13,592 | — | — | 13,592 | ||||||||||||||||
Deferred revenue, net of current portion |
115,403 | — | 115,403 | |||||||||||||||||
Lease financing obligation |
16,358 | — | 16,358 | |||||||||||||||||
Warrant Liabilities |
— | 189,888 | 189,888 | |||||||||||||||||
Other non-current liabilities |
4,815 | — | — | 4,815 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities |
231,259 | 254,952 | (65,064 | ) | 421,147 | |||||||||||||||
|
|
|
|
|
|
|
|
As of June 30, 2021 |
||||||||||||||||||||
Legacy Ginkgo (Historical) |
SRNG (Historical) |
Transaction Accounting Adjustments |
Pro Forma Combined |
|||||||||||||||||
Commitments and contingencies: |
||||||||||||||||||||
Class A common stock subject to possible redemption |
— | 1,466,036 | (1,466,036 | ) | (e | ) | — | |||||||||||||
Stockholders’ Equity |
||||||||||||||||||||
Class A ordinary shares, $0.0001 par value |
— | 3 | 8 | (b | ) | 119 | ||||||||||||||
15 | (e | ) | ||||||||||||||||||
4 | (f | ) | ||||||||||||||||||
98 | (j | ) | ||||||||||||||||||
(9 | ) | (h | ) | |||||||||||||||||
Class B ordinary shares, $0.0001 par value |
— | 4 | (4 | ) | (f | ) | 49 | |||||||||||||
49 | (j | ) | ||||||||||||||||||
Series B convertible preferred stock, $0.01 par value |
41 | — | (41 | ) | (j | ) | — | |||||||||||||
Series C convertible preferred stock, $0.01 par value |
47 | — | (47 | ) | (j | ) | — | |||||||||||||
Series D convertible preferred stock, $0.01 par value |
61 | — | (61 | ) | (j | ) | — | |||||||||||||
Series E convertible preferred stock, $0.01 par value |
35 | — | (35 | ) | (j | ) | — | |||||||||||||
Common stock, $0.01 par value |
79 | — | (1 | ) | (i | ) | — | |||||||||||||
(78 | ) | (j | ) | |||||||||||||||||
Additional paid in capital |
943,967 | 105,992 | (21 | ) | (a | ) | 2,231,527 | |||||||||||||
774,992 | (b | ) | ||||||||||||||||||
(66,298 | ) | (d | ) | |||||||||||||||||
1,466,021 | (e | ) | ||||||||||||||||||
(100,999 | ) | (g | ) | |||||||||||||||||
(867,244 | ) | (h | ) | |||||||||||||||||
(24,998 | ) | (i | ) | |||||||||||||||||
115 | (j | ) | ||||||||||||||||||
Accumulated deficit |
(595,388 | ) | (100,999 | ) | 100,999 | (g | ) | (599,026 | ) | |||||||||||
(3,638 | ) | (d | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total Ginkgo Bioworks, Inc. stockholders’ equity |
348,842 | 5,000 | 1,278,827 | 1,632,669 | ||||||||||||||||
Non-controlling interest |
6,944 | — | — | 6,944 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total stockholders’ equity |
355,786 | 5,000 | 1,278,827 | 1,639,613 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total Liabilities and Stockholders’ Equity |
$ | 587,045 | $ | 1,725,988 | $ | (252,273 | ) | $ | 2,060,760 | |||||||||||
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2021 |
||||||||||||||||||||
Legacy Ginkgo (Historical) |
SRNG (Historical) |
Transaction Accounting Adjustments |
Pro Forma Combined |
|||||||||||||||||
Foundry revenue |
$ | 44,096 | $ | — | $ | — | $ | 44,096 | ||||||||||||
Biosecurity revenue |
||||||||||||||||||||
Product |
6,130 | — | — | 6,130 | ||||||||||||||||
Service |
37,507 | — | — | 37,507 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total revenue |
87,733 | — | — | 87,733 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Costs and operating expenses |
||||||||||||||||||||
Cost of Biosecurity product revenue |
11,755 | — | — | 11,755 | ||||||||||||||||
Cost of Biosecurity service revenue |
29,055 | — | — | 29,055 | ||||||||||||||||
Research and development |
111,616 | — | — | 111,616 | ||||||||||||||||
General and administrative |
52,367 | 5,606 | — | 57,973 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total operating expenses |
204,793 | 5,606 | — | 210,399 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss from operations |
(117,060 | ) | (5,606 | ) | — | (122,666 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Other income (expense), net: |
||||||||||||||||||||
Interest income |
220 | — | — | 220 | ||||||||||||||||
Interest expense |
(1,173 | ) | — | — | (1,173 | ) | ||||||||||||||
Loss on equity method investments |
(22,001 | ) | — | — | (22,001 | ) | ||||||||||||||
Gain on investments |
4,408 | — | — | 4,408 | ||||||||||||||||
Change in fair value of warrant liabilities |
— | (92,013 | ) | — | (92,013 | ) | ||||||||||||||
Offering costs related to warrant liabilities |
— | (3,520 | ) | (3,638 | ) | (bb | ) | (7,158 | ) | |||||||||||
Net gain from investments held in trust account |
— | 145 | (145 | ) | (dd | ) | — | |||||||||||||
Other expense, net |
5,774 | — | — | 5,774 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total other income (expense), net |
(12,772 | ) | (95,388 | ) | (3,783 | ) | (111,943 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss before income taxes |
(129,832 | ) | (100,994 | ) | (3,783 | ) | (234,609 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Income tax (benefit) provision |
(590 | ) | — | (49 | ) | (cc | ) | (639 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss and comprehensive loss |
(129,242 | ) | (100,994 | ) | (3,734 | ) | (233,970 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss and comprehensive loss attributable to non-controlling interest |
(1,732 | ) | — | (1,732 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss and comprehensive loss attributable to Ginkgo Bioworks, Inc. stockholders |
$ | (127,510 | ) | $ | (100,994 | ) | $ | (3,734 | ) | $ | (232,238 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss per share attributable to Ginkgo Bioworks, Inc. common stockholders, basic and diluted |
$ | (16.12 | ) | |||||||||||||||||
Weighted average common shares outstanding, basic and diluted |
7,907,771 | |||||||||||||||||||
Pro forma weighted average common stock outstanding—Class A Common Stock |
172,500,000 | 1,190,775,753 | ||||||||||||||||||
Net loss per Class A Common Stock—basic and diluted |
$ | — | $ | (0.14 | ) | |||||||||||||||
Pro forma weighted average common stock outstanding—Class B Common Stock |
41,353,591 | 487,191,442 | ||||||||||||||||||
Net loss per Class B Common Stock—basic and diluted |
$ | (2.45 | ) | $ | (0.14 | ) |
For the Year Ended December 31, 2020 |
||||||||||||||||||||||||||||
Legacy Ginkgo (Historical) |
SNRG (Historical) |
IPO Consummation |
Transaction Accounting Adjustments |
Pro Forma Combined |
||||||||||||||||||||||||
(aa) |
||||||||||||||||||||||||||||
Foundry revenue |
$ | 59,221 | $ | — | $ | — | $ | — | $ | 59,221 | ||||||||||||||||||
Biosecurity revenue |
||||||||||||||||||||||||||||
Product |
8,707 | — | — | — | 8,707 | |||||||||||||||||||||||
Service |
8,729 | — | — | — | 8,729 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total revenue |
76,657 | — | — | — | 76,657 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Costs and operating expenses |
||||||||||||||||||||||||||||
Cost of Biosecurity product revenue |
6,705 | — | — | — | 6,705 | |||||||||||||||||||||||
Cost of Biosecurity service revenue |
8,906 | — | — | — | 8,906 | |||||||||||||||||||||||
Research and development |
159,767 | — | — | — | 159,767 | |||||||||||||||||||||||
General and administrative |
38,306 | 5 | — | 38,311 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total operating expenses |
213,684 | 5 | — | — | 213,689 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Loss from operations |
(137,027 | ) | (5 | ) | — | — | (137,032 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Other income (expense), net: |
||||||||||||||||||||||||||||
Interest income |
2,582 | — | — | — | 2,582 | |||||||||||||||||||||||
Interest expense |
(2,385 | ) | — | — | — | (2,385 | ) | |||||||||||||||||||||
Loss on equity method investments |
(3,059 | ) | — | — | — | (3,059 | ) | |||||||||||||||||||||
Loss on investments |
(1,070 | ) | — | — | — | (1,070 | ) | |||||||||||||||||||||
Excess fair value over cash proceeds for Private Placement Warrants |
(9,817 | ) | (aa | ) | — | (9,817 | ) | |||||||||||||||||||||
Warrant related issuance and deal costs |
(3,520 | ) | (aa | ) | (2,200 | ) | (bb | ) | (5,720 | ) | ||||||||||||||||||
Other income, net |
16,125 | — | — | — | 16,125 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total other income (expense), net |
12,193 | — | (13,338 | ) | (2,200 | ) | (3,345 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Loss before provision for income taxes |
(124,834 | ) | (5 | ) | (13,338 | ) | (2,200 | ) | (140,377 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Provision for income taxes |
1,889 | — | — | (33 | ) | (cc | ) | 1,856 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Net loss and comprehensive loss |
(126,723 | ) | (5 | ) | (13,338 | ) | (2,167 | ) | (142,233 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Net loss and comprehensive loss attributable to non-controlling interest |
(114 | ) | — | — | (114 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Net loss and comprehensive loss attributable to Ginkgo Bioworks, Inc. stockholders |
$ | (126,609 | ) | $ | (5 | ) | $ | (13,338 | ) | $ | (2,167 | ) | $ | (142,119 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Net loss per share attributable to Ginkgo Bioworks, Inc. common stockholders, basic and diluted |
$ | (16.18 | ) | |||||||||||||||||||||||||
Weighted average common shares outstanding, basic and diluted |
7,824,465 | |||||||||||||||||||||||||||
Pro forma weighted average common stock outstanding—Class A Common Stock |
1,190,775,753 | |||||||||||||||||||||||||||
Net loss per Class A Common Stock—basic and diluted |
$ | (0.08 | ) | |||||||||||||||||||||||||
Pro forma weighted average common stock outstanding—Class B Common Stock |
487,191,442 | |||||||||||||||||||||||||||
Net loss per Class B Common Stock—basic and diluted |
$ | (0.08 | ) |
• | SRNG’s unaudited consolidated balance sheet as of June 30, 2021 and the related notes included elsewhere in this prospectus; and |
• | Legacy Ginkgo’s unaudited condensed consolidated balance sheet as of June 30, 2021 and the related notes included elsewhere in this prospectus. |
• | SRNG’s unaudited consolidated statement of operations for the six months ended June 30, 2021 and the related notes included elsewhere in this prospectus; and |
• | Legacy Ginkgo’s unaudited condensed consolidated statement of operations for the six months ended June 30, 2021 and the related notes included elsewhere in this prospectus. |
• | SRNG’s audited statement of operations for the period from October 22, 2020 (date of inception) through December 31, 2020 and the related notes included elsewhere in this prospectus; and |
• | Legacy Ginkgo’s audited consolidated statement of operations for the year ended December 31, 2020 and the related notes included elsewhere in this prospectus. |
a) | Reflects the reclassification of $1,725.0 million of cash held in the Trust Account that becomes available to consummate the Business Combination prior to the redemptions described in adjustment h below |
b) | Reflects the proceeds of $775.0 million from the issuance and sale of 77,500,000 shares of SRNG Class A common stock at $10.00 per share in the PIPE Investment |
c) | Reflects the settlement of $60.4 million of SRNG’s deferred underwriters’ fees |
d) | Reflects the payment of the remaining $74.6 million of estimated transaction costs (the other $60.4 million of the total $135.0 million of estimated transaction costs is explained in adjustment c above). Of the $74.6 million of estimated transaction costs, $4.7 million was accrued as of June 30, 2021, $66.3 million is capitalized against APIC and $3.6 million of estimated costs are not eligible to be capitalized, which have been expensed through accumulated deficit in the unaudited pro forma condensed combined balance sheet. |
e) | Reflects the reclassification of SRNG Class A ordinary shares subject to possible redemption to permanent equity |
f) | Reflects the reclassification of Founder Shares from Class B common stock to Class A common stock at the Closing |
g) | Reflects the elimination of SRNG historical accumulated deficit |
h) | Represents the preliminary redemption of 86.7 million shares of SRNG Class A ordinary shares for $867.3 million allocated to Class A ordinary shares and additional paid-in capital using par value of |
$0.0001 per share and at a redemption price of $10.00 per share (based on the fair value of the cash and investments held in the Trust Account of $1,725.0 million). Amounts to be finalized at closing of Business Combination. |
i) | Represents the $25.0 million share repurchase by Legacy Ginkgo that occurred prior to the closing of the Business Combination. Legacy Ginkgo repurchased shares of common stock valued at approximately $5 million from each of Jason Kelly, Reshma Shetty, Austin Che, Bartholomew Canton and Thomas Knight. |
j) | Reflects the recapitalization of Legacy Ginkgo’s equity and issuance of 1,500.0 million shares of common stock at $0.0001 par value in connection with the Business Combination (1,012.8 million and 487.2 million is Class A common stock and Class B common stock, respectively). Shares outstanding includes shares for Legacy Ginkgo’s outstanding common stock, convertible preferred stock, restricted stock units, warrants, preferred warrants, and options. Shares subject to further vesting and exercise terms are excluded as shown in the capitalization table herein |
aa) | Reflects the adjustment for the excess fair value over cash proceeds received for the private placement warrants that were issued in conjunction with the consummation of SRNG’s public offering on February 26, 2021 along with the allocation of IPO transaction costs to the warrants |
bb) | Reflects the portion of estimated transaction costs for the Business Combination not eligible for capitalization. Transaction costs are reflected as if incurred on January 1, 2020, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed combined statement of operations. This is a non-recurring item |
cc) | Reflects income tax effect of pro forma adjustments using the estimated effective tax rate of 1.3% and 1.5% for the six months ended June 30, 2021 and year ended December 31, 2020. In its historical periods, Legacy Ginkgo concluded that it is more likely than not that it will not recognize the full benefits of federal and state net deferred tax assets and as a result established a valuation allowance. For pro forma purposes, it is assumed that this conclusion will continue after the close date of the Business Combination and as such, the effective tax rate for each period is reflected |
dd) | Reflects the elimination of interest income earned on the SRNG Trust Account |
Six months ended June 30, 2021 |
Year ended December 31, 2020 |
|||||||
(in thousands, except share and per share data) | Pro Forma Combined |
Pro Forma Combined |
||||||
Pro forma net loss |
$ | (232,238 | ) | $ | (142,119 | ) | ||
Pro forma net loss attributable to Class A Common Stock |
$ | (164,809 | ) | $ | (100,855 | ) | ||
Pro forma net loss attributable to Class B Common Stock |
$ | (67,430 | ) | $ | (41,264 | ) | ||
Pro forma weighted average common stock outstanding—Class A Common Stock |
1,190,775,753 | 1,190,775,753 | ||||||
Pro forma weighted average common stock outstanding—Class B Common Stock |
487,191,442 | 487,191,442 | ||||||
Basic and diluted net loss per Class A Common Stock |
$ | (0.14 | ) | $ | (0.08 | ) | ||
Basic and diluted net loss per Class B Common Stock |
$ | (0.14 | ) | $ | (0.08 | ) | ||
Pro forma weighted average shares outstanding—basic and diluted |
||||||||
SRNG public stockholders |
85,774,688 | 85,774,688 | ||||||
SRNG sponsor stockholders |
14,651,540 | 14,651,540 | ||||||
|
|
|
|
|||||
Total SEAC (5) |
100,426,228 |
100,426,228 |
||||||
Ginkgo Class A Common Stock |
1,012,849,525 | 1,012,849,525 | ||||||
Ginkgo Class B Common Stock |
487,191,442 | 487,191,442 | ||||||
|
|
|
|
|||||
Total Ginkgo (4) |
1,500,040,967 |
1,500,040,967 |
||||||
PIPE investors |
77,500,000 | 77,500,000 | ||||||
|
|
|
|
|||||
Pro forma weighted average shares outstanding—basic and diluted (1)(2)(3) |
1,677,967,195 |
1,677,967,195 |
||||||
|
|
|
|
(1) | For the purposes of applying the treasury stock method for calculating diluted earnings per share, it was assumed that all outstanding warrants sold in the IPO and warrants sold in the private placement are exchanged for 51.8 million shares of New Ginkgo Class A common stock. However, since this results in anti-dilution, the effect of such exchange was not included in the calculation of basic or diluted loss per share. |
(2) | Excludes 180.0 million and 16.8 million Earnout Shares for Legacy Ginkgo and SRNG, respectively as these are not participating securities (shares cannot be used to vote and dividends are forfeitable if the Earnout terms are not met) and result in anti-dilution. |
(3) | Excludes 2.1 million and 73.2 million of Class A and Class B shares, respectively, underlying unvested restricted stock units for Legacy Ginkgo, as they result in anti-dilution. |
(4) | Includes the shares underlying rollover vested options and preferred warrants, inclusion does not impact the ending loss per share amount. |
(5) | Amounts to be finalized at closing of Business Combination. |
• | if the trading price per share of New Ginkgo Class A common stock at any point during the trading hours of a trading day is greater than or equal to $12.50 for any 20 trading days within any period of 30 consecutive trading days during the Earn-out Period, 25% of the Earn-out Consideration will immediately vest; |
• | if the trading price per share of New Ginkgo Class A common stock at any point during the trading hours of a trading day is greater than or equal to $15.00 for any 20 trading days within any period of 30 consecutive trading days during the Earn-out Period, an additional 25% of the Earn-out Consideration will immediately vest; |
• | if the trading price per share of New Ginkgo Class A common stock at any point during the trading hours of a trading day is greater than or equal to $17.50 for any 20 trading days within any period of 30 consecutive trading days, an additional 25% of the Earn-out Consideration will immediately vest; and |
• | if the trading price per share of New Ginkgo Class A common stock at any point during the trading hours of a trading day is greater than or equal to $20.00 for any 20 trading days within any period of 30 consecutive trading days, the remaining 25% of the Earn-out Consideration will immediately vest. |
• | staffing for financial, accounting and external reporting areas, including segregation of duties; |
• | reconciliation of accounts; |
• | proper recording of expenses and liabilities in the period to which they relate; |
• | evidence of internal review and approval of accounting transactions; |
• | documentation of processes, assumptions and conclusions underlying significant estimates; and |
• | documentation of accounting policies and procedures. |
• | Our Foundry wraps proprietary software and automation around core cell engineering workflows— designing DNA, writing DNA, inserting that DNA into cells, testing to measure cell performance—and leverages data analytics and data science to inform each iteration of design. The software, automation and data analysis pipelines we leverage in the Foundry drive a strong scale economic: we have scaled the output of the Foundry by roughly 3X annually since we started measuring it around 2015 and over that time, the average cost per unit operation has fallen by approximately 50% every year. We expect to be able to pass these savings along to our customers, allowing them to take more “shots on goal” with their programs. |
• | Our Codebase includes both our physical (engineered cells and genetic parts) and digital (genetic sequences and performance data) biological assets, and accumulates as we execute more cell programs on the platform. Every program, whether successful or not, generates valuable Codebase and helps inform future experimental designs and provides reusable genetic parts, making our cell program designs more efficient. |
• | Foundry: As we take on more work in the Foundry, we benefit from scale economics, which over time may lead to lower program costs. We expect that these lower costs, in turn, will drive additional demand for our cell programming capabilities. |
• | Codebase: Cell programs also generate Codebase, which can drive better experimental direction and improve the odds of technical success, further increasing our customer value proposition, which we believe will result in additional demand. |
• | Foundry revenue, also referred to as Foundry usage fees, in the form of: |
• | upfront payments upon consummation of the agreement that are recognized over our period of performance; |
• | reimbursement for costs incurred for R&D services; |
• | milestone payments upon the achievement of specified technical criteria; |
• | downstream value share revenue in the form of: |
• | milestone payments upon the achievement of specified commercial criteria; |
• | royalties on sales of products from or comprising engineered organisms; |
• | royalties related to cost of goods sold reductions realized by our customers; |
• | downstream value share in the form of equity interests in our customer. |
• | Downstream value share in the form of equity interest appreciation is not recognized as revenue but is expected to contribute to future cash flows upon liquidation, the amount and timing of which is inherently unpredictable. |
Six Months ended June 30, |
LTM 1 |
Year ended December 31, |
||||||||||||||||||
2021 |
2020 |
2021 |
2020 |
2019 |
||||||||||||||||
New Programs |
11 | 9 | 20 | 18 | 16 | |||||||||||||||
Current Active Programs |
51 | 42 | 55 | 49 | 36 | |||||||||||||||
Cumulative Programs |
85 | 65 | 85 | 74 | 56 |
1 |
Last 12 Months ended June 30, 2021 |
• | development, operation, expansion and enhancement of our Foundry and Codebase; and |
• | development of new offerings, such as Biosecurity. |
• | laboratory supplies, consumables and related services provided under agreements with third parties and in-licensing arrangements; |
• | personnel compensation and benefits; and |
• | rent, facilities, depreciation, software, professional fees and other direct and allocated overhead expenses. |
Six Months Ended June 30, |
||||||||||||
(in thousands) |
2021 |
2020 |
Change |
|||||||||
Foundry revenue (includes related party revenue of $23,622 and $22,514, respectively) |
$ | 44,096 | $ | 31,297 | $ | 12,799 | ||||||
Biosecurity revenue: |
||||||||||||
Product |
6,130 | — | 6,130 | |||||||||
Service |
37,507 | — | 37,507 | |||||||||
|
|
|
|
|
|
|||||||
Total revenue |
87,733 | 31,297 | 56,436 | |||||||||
|
|
|
|
|
|
|||||||
Costs and operating expenses: |
||||||||||||
Cost of Biosecurity product revenue |
11,755 | — | 11,755 | |||||||||
Cost of Biosecurity service revenue |
29,055 | — | 29,055 | |||||||||
Research and development |
111,616 | 62,506 | 49,110 | |||||||||
General and administrative |
52,367 | 15,517 | 36,850 | |||||||||
|
|
|
|
|
|
|||||||
Total operating expenses |
204,793 | 78,023 | 126,770 | |||||||||
|
|
|
|
|
|
|||||||
Loss from operations |
(117,060 | ) | (46,726 | ) | (70,334 | ) | ||||||
Other expense, net: |
||||||||||||
Interest income |
220 | 2,247 | (2,027 | ) | ||||||||
Interest expense |
(1,173 | ) | (1,203 | ) | 30 | |||||||
Loss on equity method investments |
(22,001 | ) | (5,401 | ) | (16,600 | ) | ||||||
Gain (loss) on investments |
4,408 | (1,401 | ) | 5,809 | ||||||||
Other income, net |
5,774 | 161 | 5,613 | |||||||||
|
|
|
|
|
|
|||||||
Total other expense, net |
(12,772 | ) | (5,597 | ) | (7,175 | ) | ||||||
|
|
|
|
|
|
|||||||
Loss before income taxes |
(129,832 | ) | (52,323 | ) | (77,509 | ) | ||||||
Income tax (benefit) provision |
(590 | ) | 1,875 | (2,465 | ) | |||||||
|
|
|
|
|
|
|||||||
Net loss and comprehensive loss |
(129,242 | ) | (54,198 | ) | (75,044 | ) | ||||||
Net loss and comprehensive loss attributable to non-controlling interest |
(1,732 | ) | (568 | ) | (1,164 | ) | ||||||
|
|
|
|
|
|
|||||||
Net loss and comprehensive loss attributable to Ginkgo Bioworks, Inc. stockholders |
$ | (127,510 | ) | $ | (53,630 | ) | $ | (73,880 | ) | |||
|
|
|
|
|
|
Year Ended December 31, |
||||||||||||
(in thousands) |
2020 |
2019 |
Change |
|||||||||
Foundry revenue (includes related party revenue of $42,535 and $35,268, respectively) |
$ |
59,221 |
|
$ |
54,184 |
|
$ |
5,037 |
| |||
Biosecurity revenue: |
||||||||||||
Product |
8,707 | — | 8,707 | |||||||||
Service |
8,729 | — | 8,729 | |||||||||
|
|
|
|
|
|
|||||||
Total revenue |
76,657 | 54,184 | 22,473 | |||||||||
|
|
|
|
|
|
|||||||
Costs and operating expenses: |
||||||||||||
Cost of Biosecurity product revenue |
6,705 | — | 6,705 | |||||||||
Cost of Biosecurity service revenue |
8,906 | — | 8,906 | |||||||||
Research and development |
159,767 | 96,299 | 63,468 | |||||||||
General and administrative |
38,306 | 29,483 | 8,823 | |||||||||
|
|
|
|
|
|
|||||||
Total operating expenses |
213,684 | 125,782 | 87,902 | |||||||||
|
|
|
|
|
|
|||||||
Loss from operations |
(137,027 | ) | (71,598 | ) | (65,429 | ) | ||||||
Other income (expense), net: |
||||||||||||
Interest income |
2,582 | 5,756 | (3,174 | ) | ||||||||
Interest expense |
(2,385 | ) | (2,421 | ) | 36 | |||||||
Loss on equity method investments |
(3,059 | ) | (46,936 | ) | 43,877 | |||||||
Loss on investments |
(1,070 | ) | (7,797 | ) | 6,727 | |||||||
Other income, net (includes $721 and $1,794, respectively, from related parties) |
16,125 | 3,161 | 12,964 | |||||||||
|
|
|
|
|
|
|||||||
Total other income (expense), net |
12,193 | (48,237 | ) | 60,430 | ||||||||
|
|
|
|
|
|
|||||||
Loss before provision for income taxes |
(124,834 | ) | (119,835 | ) | (4,999 | ) | ||||||
Provision for income taxes |
1,889 | 22 | 1,867 | |||||||||
|
|
|
|
|
|
|||||||
Net loss |
(126,723 | ) | (119,857 | ) | (6,866 | ) | ||||||
Net loss attributable to non-controlling interest |
(114 | ) | (530 | ) | 416 | |||||||
|
|
|
|
|
|
|||||||
Net loss attributable to Ginkgo Bioworks, Inc. stockholders |
$ | (126,609 | ) | $ | (119,327 | ) | $ | (7,282 | ) | |||
|
|
|
|
|
|
Six Months Ended June 30, |
Year Ended December 31, |
|||||||||||||||
(in thousands) |
2021 |
2020 |
2020 |
2019 |
||||||||||||
Net loss attributable to Ginkgo Bioworks, Inc. stockholders |
$ | (127,510 | ) | $ | (53,630 | ) | $ | (126,609 | ) | $ | (119,327 | ) | ||||
Interest income |
(220 | ) | (2,247 | ) | (2,582 | ) | (5,756 | ) | ||||||||
Interest expense |
1,173 | 1,203 | 2,385 | 2,421 | ||||||||||||
Income tax (benefit) provision |
(590 | ) | 1,875 | 1,889 | 22 | |||||||||||
Depreciation and amortization |
12,794 | 6,333 | 13,864 | 10,755 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
EBITDA |
(114,353 | ) | (46,466 | ) | (111,053 | ) | (111,885 | ) | ||||||||
Stock-based compensation |
14,637 | 240 | 476 | 771 | ||||||||||||
Loss on equity method investments(1) |
20,269 | 4,833 | 2,945 | 46,406 | ||||||||||||
(Gain) loss on investments(2) |
(4,408 | ) | 1,401 | 1,070 | 7,797 | |||||||||||
Other(3) |
(4,831 | ) | (36 | ) | (14,860 | ) | (3,118 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted EBITDA |
(88,686 | ) | (40,028 | ) | (121,422 | ) | (60,029 | ) | ||||||||
|
|
|
|
|
|
|
|
(1) | For the six months ended June 30, 2021 and 2020, includes i) losses on equity method investments under the HLBV method of $33.0 million and $1.9 million, respectively, net of losses attributable to non- controlling interests and ii) gain (loss) on equity method investment under the fair value option of $11.0 million and $(3.5) million, respectively. For the years ended December 31, 2020 and 2019, includes i) losses on equity method investments under the HLBV method of $0.4 million and $27.5 million, respectively, net of losses attributable to non-controlling interests and ii) loss on equity method investment under the fair value option of $2.7 million and $19.4 million, respectively. |
(2) | Includes (gain) loss on the change in fair value of our warrant to purchase Synlogic common stock, which we have elected to account for under the fair value option. |
(3) | For the six months ended June 30, 2021 includes $0.5 million received pursuant to our settlement agreement with Amyris and a $4.4 million mark-to-market |
months ended June 30, 2020, includes payment received pursuant to our settlement agreement with Amyris. For the year ended December 31, 2020, includes $6.6 million in income generated through our agreement with the National Institutes of Health (“NIH”) and $8.3 million received pursuant to our settlement agreement with Amyris. For the year ended December 31, 2019, includes $1.6 million received pursuant to our settlement agreement with Amyris and a $1.5 million gain on the termination of our collaboration arrangement with Glycosyn. |
• | continue our R&D, activities under existing and new programs and further invest in our Foundry and Codebase; |
• | hire additional personnel and secure facilities to support our expanding R&D efforts; |
• | develop and expand our offerings, including Biosecurity; |
• | upgrade and expand our operational, financial and management systems and support our operations; |
• | acquire companies, assets or intellectual property that advance our company objectives; |
• | maintain, expand, and protect our intellectual property; and |
• | incur additional costs associated with operating as a public company. |
Six Month Ended June 30, |
Year Ended December 31, |
|||||||||||||||
(in thousands) |
2021 |
2020 |
2020 |
2019 |
||||||||||||
Net cash (used in) provided by: |
||||||||||||||||
Operating activities |
$ | (83,042 | ) | $ | (51,221 | ) | $ | (135,830 | ) | $ | (44,663 | ) | ||||
Investing activities |
(46,977 | ) | (9,730 | ) | (67,121 | ) | (74,602 | ) | ||||||||
Financing activities |
(2,556 | ) | 68,237 | 90,318 | 410,385 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net (decrease) increase in cash, cash equivalents and restricted cash |
$ | (132,575 | ) | $ | 7,286 | $ | (112,633 | ) | $ | 291,120 | ||||||
|
|
|
|
|
|
|
|
Payments Due by Period |
||||||||||||||||||||
(in thousands) |
Total |
Less than 1 Year |
1-3 Years |
3-5 Years |
More than 5 Years |
|||||||||||||||
Drydock leases(1) |
$ | 124,812 | $ | 10,224 | $ | 24,074 | $ | 27,458 | $ | 63,056 | ||||||||||
Operating leases, excluding Drydock leases(2) |
56,276 | 6,464 | 16,220 | 17,001 | 16,591 | |||||||||||||||
Capital leases(3) |
840 | 500 | 340 | — | — | |||||||||||||||
Purchase obligations(4) |
96,500 | 10,000 | 29,625 | 35,000 | 21,875 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total contractual cash obligations |
$ | 278,428 | $ | 27,188 | $ | 70,259 | $ | 79,459 | $ | 101,522 | ||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | We lease building space at 21, 23, 25 and 27 Drydock Avenue in Boston, Massachusetts where our primary operations are located. The non-cancelable operating leases each expire in January 2030 with options to extend each of the leases for one five-year period at then-market rates. The amounts reflected in the table above represent the minimum rental commitments under the non-cancelable operating leases and do not include the optional extensions. |
(2) | We have various non-cancelable operating lease and sublease agreements for office and lab space in Boston and Cambridge, Massachusetts and Emeryville, California; which expire at various times through September 2030, subject to certain extension options. The amounts reflected in the table above represent the minimum rental commitments under the non-cancelable operating leases and do not include the optional extensions. |
(3) | We have various capital leases for lab equipment used in our R&D activities which expire at various times through November 2023. |
(4) | The amounts represent non-cancelable fixed payment obligations under our collaboration agreement with Berkeley Lights, Inc. For the purposes of the above table, due to the differences in timing of the contract years relative to the calendar year, we have assumed that these costs will be incurred ratably over the respective contract years. Refer to Note 11 of our audited consolidated financial statements appearing elsewhere in this registration statement and prospectus for additional details. |
• | the lack of liquidity of our equity as a private company; |
• | the prices of our convertible preferred stock sold to outside investors in arm’s length transactions and the rights, preferences and privileges of our convertible preferred stock as compared to those of our common stock, including the liquidation preferences of our convertible preferred stock; |
• | the progress of our R&D efforts to develop our proprietary platform; |
• | our stage of development and business strategy and the material risks related to our business and industry; |
• | the valuation of publicly traded companies in the life sciences and biotechnology sectors, as well as recently completed mergers and acquisitions of peer companies; |
• | any external market conditions and trends within the life sciences industry; |
• | the likelihood of achieving a liquidity event given prevailing market conditions; and |
• | the analysis of initial public offerings and the market performance of similar companies in the life sciences industry. |
• | Our Foundry wraps proprietary software and automation around core cell engineering workflows—designing DNA, writing DNA, inserting that DNA into cells, testing to measure cell performance—and leverages data analytics and data science to inform each iteration of design. The software, automation and data analysis pipelines we leverage in the Foundry drive a strong scale economic: we have scaled the output of the Foundry by roughly 3X annually since we started measuring it around 2015 and over that time, the average cost per unit operation has fallen by approximately 50% every year. We expect to be able to pass these savings along to our customers, allowing them to take more “shots on goal” with their programs. |
• | Our Codebase includes both our physical (engineered cells and genetic parts) and digital (genetic sequences and performance data) biological assets, and accumulates as we execute more cell programs on the platform. Every program, whether successful or not, generates valuable Codebase and helps inform future experimental designs and provides reusable genetic parts, making our cell program designs more efficient. |
• | Foundry: As we take on more work in the Foundry, we benefit from scale economics, which over time may lead to lower program costs. We expect that these lower costs, in turn, will drive additional demand for our cell programming capabilities. |
• | Codebase: Cell programs also generate Codebase, which can drive better experimental direction and improve the odds of technical success, further increasing our customer value proposition, which we believe will result in additional demand. |
• | Crop-associated microbes programmed with the nitrogen fixing properties of common soil bacteria may be able to reduce the use of chemical fertilizers, which today contribute 5% of global greenhouse gas emissions and account for 4% of natural gas consumption. This is the work of Joyn Bio, LLC our joint venture with Bayer CropScience LP. |
• | Microbes programmed to clean up wastewater or contaminated land is the work of Allonnia, LLC, a company we formed in partnership with Battelle. |
• | And we are just getting started… we believe biology is our best tool to reverse the damage to our planet and chart us on a path towards sustainability in the future. |
1. | Labor: art |
2. | Tools: |
• | Innovators |
• | Scientists |
• | Life science tools and manufacturing companies |
• | Society |
• | A novel food ingredient requires food scientists to test and enhance taste and functionality |
• | A therapeutic requires clinicians to conduct animal and human studies to test safety and efficacy |
• | A novel material requires materials scientists to evaluate elasticity, durability, conductivity, or other required features |
• | An agricultural product requires field trials |
• | Fixed Cost Amortization: |
• | Continuous Learning and Improvement: |
• | Purchasing Economies: |
• | Technology Specialization: |
• | We have developed highly productive organisms for the production of food proteins (incorporating some of the synthetic promoters described above). These same chassis strains can be repurposed for the production of any protein or enzyme, spanning applications as diverse as enzymes for degrading pollutants to structural proteins for personal care products. |
• | Our collaboration with Cronos Group Inc. involves the production of many different cannabinoids; these cannabinoids share common precursor molecules such that a single chassis strain can be modified to produce each product. |
• | Ginkgo recently acquired the assets of Novogy, Inc., a company that had been focused on the engineering of oleaginous yeasts to produce fuels and lubricants. At Ginkgo, these assets can be applied not only to fuels and lubricants but also fine flavors and fragrances, food oils, and even materials. A consequence of evolution is that biochemistry has repurposed the same biochemical pathways many times over in different contexts, allowing chassis strains to be redeployed in many similarly diverse contexts at Ginkgo. |
• | Number of active programs: |
• | Units of work per program per year: more work |
• | Average price per unit of work: |
• | Number of years per program: pre-existing Codebase (e.g., our Nth program in bulk protein production) should have shorter duration and, in general, greater Foundry capabilities should shorten program durations. |
• | Platform functions including organism engineering, design, DNA synthesis and assembly, genome engineering, protein engineering and characterization, transformation and transfection, next generation sequencing, assay development, ultra high throughput screening, analytical chemistry, synthetic chemistry, directed evolution, and fermentation |
• | Platform infrastructure functions including automation, software, development operations, product management, data engineering, data analysis, and data science |
• | Deployment functions including upstream and downstream process engineering, project engineering; quality assurance and quality control |
• | Commercial functions including marketing, business development, alliance management, and corporate development |
• | Shared enabling functions including legal, people operations, finance, information technology, information security, facilities, environmental health and safety, procurement, shipping and receiving, inventory management, laboratory operations and media preparation |
• | Ginkgo’s Foundry, which enables high-throughput cell programming; and |
• | Ginkgo’s Codebase, which includes reusable biological assets that can be used to accelerate cell programs. |
Patent Family |
Description |
Application/ Publication/ Patent Number |
Filing Date |
Issue Date/ Status |
Earliest Expected Expiration Date 1 | |||||
Owned by Gen9, Inc. | ||||||||||
Methods and Devices for High Fidelity Polynucleotide Synthesis | Microfluidic devices and methods for assembling oligonucleotides by merging droplets containing oligonucleotide fragments with regions of complementarity | PCT/US2009/055267; WO/2010/025310 | 08/27/2009 | Nationalized in: US | 01/16/2030 | |||||
Methods and Apparatuses for Chip-Based DNA Error Reduction | High-fidelity polynucleotide synthesis by generating complementary oligonucleotides to support bound single-stranded oligo (ss-oligo) in a microdroplet using enzymatic processes |
PCT/US2010/057405; WO/2011/066186 | 11/19/2010 | Nationalized in: EP, FR, DE, LT, NL, ES, SE, CH, GB, LI, and US | 11/19/2030 |
Patent Family |
Description |
Application/ Publication/ Patent Number |
Filing Date |
Issue Date/ Status |
Earliest Expected Expiration Date 1 | |||||
Owned by Gen9, Inc. | ||||||||||
Methods and Microfluidic Devices for the Manipulation of Droplets in High Fidelity Polynucleotide Assembly | Methods and devices utilizing droplet-based liquid manipulation on a substrate for assembling nucleic acids including steps of sequence error removal | PCT/US2010/055298; WO/2011/056872 | 11/03/2010 | Nationalized in: US | 11/03/2030 | |||||
Assembly of High Fidelity Polynucleotides | Methods and apparatuses for preparing and/or assembling high fidelity nucleic acids on a solid support | PCT/US2011/020335; WO/2011/085075 | 01/06/2011 | Nationalized in: US | 01/06/2031 | |||||
Methods and Devices for Oligonucleotide Synthesis | Devices and methods for the synthesis of polynucleotides and libraries of polynucleotides using manipulation of oligo-containing droplets on a support | US 8,716,467 US 9,388,407 US 9,938,553 US 2018/0195100 |
03/02/2011 03/31/2014 04/08/2016 02/28/2018 |
Issued 5/6/2014 Issued 7/12/2016 Issued 4/10/2018 Published |
05/12/2031 03/02/2031 03/13/2031 | |||||
Methods for Nucleotide Sequencing and High Fidelity Polynucleotide Synthesis | Methods of obtaining sequence information of target polynucleotides by performing sequencing by ligation and sequencing by polymerase-based reactions | PCT/US2011/036433; WO/2011/143556 | 05/13/2011 | Nationalized in: US | 05/13/2031 | |||||
Microarray Synthesis and Assembly of Gene-Length Polynucleotides | Processes for in vitro synthesis and on-device assembly of long, gene-length polynucleotides based upon assembly of multiple shorter oligos synthesized in situ on a microarray platform |
US 7,563,600; 7,323,320; 8,058,004; 9,023,601; 9,051,666; 10,450,560; 10,640,764; 10,774,325 | 09/12/2002- 02/18/2020 |
Issued 07/21/2009 -09/15/2020 | 09/12/2022 | |||||
US 2021/0062185 | 09/14/2020 | Published | ||||||||
PCT/US2003/028946; WO/2004/024886 | 09/12/2003 | Nationalized in: AU, CA, CH, EP, FR, DE, DK, GB, JP, LI, NL | 09/12/2023 | |||||||
Compositions, Methods, and Apparatus for Oligonucleotides Synthesis | Compositions and methods for high-fidelity polynucleotide assembly on solid support from oligos by adding variable length padding sequences to the ends of the oligos | PCT/US2014/025610; WO/2014/160004 | 03/13/2014 | Nationalized in: EP, US, DE, GB | 03/13/2034 |
Patent Family |
Description |
Application/ Publication/ Patent Number |
Filing Date |
Issue Date/ Status |
Earliest Expected Expiration Date 1 | |||||
Owned by Gen9, Inc. | ||||||||||
Compositions and Methods for Multiplex Nucleic Acids Synthesis | Methods of producing target nucleic acid using pluralities of oligos with overhangs, in which overhangs of one plurality are designed to be complementary to overhangs of another plurality | PCT/US2014/026261; WO/2014/151696 | 03/13/2014 | Nationalized in: AU, CA, CN, EP, IL, US | 03/13/2034 | |||||
Methods for the Production of Long Length Clonal Sequence Verified Nucleic Acid Constructs | Methods and compositions for the production and isolation of high fidelity nucleic acids using high throughput sequencing of fragmented oligos which are tagged with unique barcodes at the 5’ and/or 3’ ends | PCT/US2014/048867; WO/2015/017527 | 07/30/2014 | Nationalized in: EP, CH, DE, FR, GB, LI, NL | 07/30/2034 | |||||
Protein Arrays and Methods of Making and Using the Same | Methods and devices for preparing a protein array to generate and express a plurality of proteins from a plurality of nucleic acids on an array | PCT/US2011/060217; WO/2012/064975 | 11/10/2011 | Nationalized in: EP, US | 11/10/2031 | |||||
Libraries of Nucleic Acids and Methods for Making the Same (Nucleic Acid Library and its Manufacturing Method) | Methods for designing and producing non-random libraries of nucleic acids using multiplexed polynucleotide synthesis in which complementary overhangs attached to specific sequences are hybridized and ligated to each other |
PCT/US2014/067444; WO/2015/081114 | 11/25/2014 | Nationalized in: AU, CA, CN, EP, IL, US | 11/25/2034 | |||||
Iterative Nucleic Acid Assembly Using Activation of Vector-Encoded Traits | Nucleic acid configurations and cloning strategies for progressively assembling a long nucleic acid product using a plurality of assembly cycles that each include assembling a vector and two or more inserts containing one or more regulatory sequences that activate vector-encoded traits when assembled in a predetermined configuration | PCT/US2007/019209; WO/2008/027558 | 08/31/2007 | Nationalized in: US | 08/31/2027 |
Patent Family |
Description |
Application/ Publication/ Patent Number |
Filing Date |
Issue Date/ Status |
Earliest Expected Expiration Date 1 | |||||
Owned by Gen9, Inc. | ||||||||||
Methods and Devices for Nucleic Acid Synthesis | Methods and apparatus for the synthesis of polynucleotides on a support using primer extension to generate overlapping construction oligonucleotides and assembly of the polynucleotides of interest by hybridizing construction oligos onto anchor support- bound oligonucleotides | PCT/US2011/060243; WO/2012/078312 | 11/10/2011 | Nationalized in: AU, CA, EP, BE, DE, GB, IE, LT, NL, CH, CN, DE, ES, FR, GB, IL, JP, LI, SE, US | 11/10/2031 | |||||
Methods for Preparative in Vitro Cloning | Methods and devices for the isolation of nucleic acids from libraries by tagging a population of nucleic acids with unique oligonucleotide tags | US 9,752,176 | 06/15/2012 | Issued 09/05/2017 | 06/15/2032 | |||||
US 2018/0023120 | 08/01/2017 | Published | ||||||||
PCT/US2012/042597; WO/2012/174337 | 06/15/2012 | Nationalized in: AU, CA, CN, EP, IL, CH, DE, FR, GB, LI, LT, NL, US | 06/15/2032 | |||||||
Compositions and Methods for High Fidelity Assembly of Nucleic Acids | Methods, compositions and algorithms for designing and producing a target nucleic acid from blunt-end double stranded nucleic acids generated by digesting the same to create cohesive-end fragments with unique cohesive ends that anneal and are ligated in a predetermined order |
US 2013/0059296 | 08/23/2012 | Published | ||||||
PCT/US2012/052036; WO/2013/032850 | 08/23/2012 | Nationalized in: AU, CA, CH, CN, DE, EP, LI, EP, FR, GB, IL, JP, LT, NL, SE, IE, BE, ES, HK, IS | 08/23/2032 | |||||||
Device and Method for Nucleic Acid Manipulation | High precision, high selectivity nucleic acid singulation and assembly techniques using mechanical force generated piezoelectrically or acoustically to selectively expel or transfer one or more volumes of nucleic acids from a solid support | PCT/US2018/033823; WO/2018/217702 | 05/22/2018 | Nationalized in: AU, CA, CN, EP, IL, JP, US | 05/22/2038 | |||||
Compositions and Methods for Site-Directed DNA Nicking and Cleaving | Compositions and methods for site-directed DNA nicking and/or cleaving, and use thereof in, for example, in polynucleotide assembly to create | PCT/US2015/039517; WO/2016/007604 | 07/08/2015 | Nationalized in: EP, DE, GB, US | 07/08/2035 |
Patent Family |
Description |
Application/ Publication/ Patent Number |
Filing Date |
Issue Date/ Status |
Earliest Expected Expiration Date 1 | |||||
Owned by Gen9, Inc. | ||||||||||
sticky-end breaks in DNA so that the resulting fragments can be used for DNA assembly |
||||||||||
Methods for Nucleic Acid Assembly and High Throughput Sequencing | Hierarchical assembly of target polybucleotides from construction oligonucleotides | PCT/US2013/047370; WO/2014/004393 | 06/24/2013 | Nationalized in: AU, CA, CN, EP, CH, DE, FR, GB, LT, NL, SE, IL, JP, US | 06/24/2033 | |||||
Methods for Sorting Nucleic Acids and Preparative in Vitro Cloning | Compositions and methods for sorting and cloning of high fidelity nucleic acids by high throughput sequencing using unique barcode pairs (tag oligos) that may be sequenced to identify a nucleic acid of interest | US 10,081,807 | 04/24/2013 | Issued 09/25/2018 | 04/09/2035 | |||||
US 10,927,369 | 07/18/2018 | Issued 02/23/2021 | 10/17/2033 | |||||||
US 2021/0139888 | 01/19/2021 | Published | ||||||||
PCT/US2013/037921; WO/2013/163263 | 04/24/2013 | Nationalized in: AU, CA, CN, EP, CH, DE, FR, GB, LI, LT, NL, SE, IL | 04/24/2033 | |||||||
Methods for Screening Proteins Using DNA Encoded Chemical Libraries as Templates for Enzyme Catalysis | Methods, compositions and devices for screening a protein library for proteins having a desired activity | US 9,150,853 | 03/13/2013 | Issued 10/06/2015 | 03/13/2033 | |||||
US 10,308,931 | 08/31/2015 | Issued 06/04/2019 | 07/27/2033 | |||||||
US 2019/0249169 | 04/29/2019 | Published | ||||||||
Owned by Ginkgo Bioworks, Inc. | ||||||||||
Methods and Systems for Chemoautotrophic Production of Organic Compounds | Engineered chemoautotrophs (and methods for engineering such chemoautotrophs) including three metabolic modules: energy conversion pathways allowing use of energy from an inorganic energy source, carbon fixation | US 8,349,587 | 10/31/2011 | Issued 01/08/2013 | 10/31/2031 |
Patent Family |
Description |
Application/ Publication/ Patent Number |
Filing Date |
Issue Date/ Status |
Earliest Expected Expiration Date 1 | |||||
Owned by Gen9, Inc. | ||||||||||
pathways, and product biosynthetic pathways to convert central metabolites into desired products, such as carbon-based products of interest | ||||||||||
PCT/US2012/62540; WO/2013/066848 | 10/30/2012 | Nationalized in: US | 10/31/2031 | |||||||
Methods and Systems for Methylotrophic Production of Organic Compounds | Engineered methylotrophs (and methods for selecting such cells) for efficiently converting C1 compounds into various carbon-based products of interest, including systems, mechanisms and methods to confer pathways for energy conversion, methylotrophy, or carbon fixation | PCT/US2013/073582; WO/2014/089436 | 12/06/2013 | Nationalized in: US | 12/06/2033 | |||||
Methods and Genetic Systems for Cell Engineering | Engineered probiotics comprising a nuclease module designed to specifically target and degrade a nucleic acid, a synthetic mobile genetic element module capable of dispersing the system from one host cell to another, and an antibiotic-free maintenance module | PCT/US2015/022508; WO/2015/148680 | 03/25/15 | Nationalized in: AU, CA, EP, JP, US | 03/25/2035 | |||||
Methods and Molecules for Yield Improvement Involving Metabolic Engineering | Methods and compositions relating to cells that have been engineered to reduce or eliminate proteins having enzymatic activity that interferes with the expression of a metabolic product | PCT/US2010/036902; WO/2010/141468 | 06/01/2010 | Nationalized in: US | 07/10/2030 | |||||
Methods and Systems for Cell State Quantification* *(Co-Owned with R. Rettberg) |
Engineered cells, and methods for engineering such cells, for genomic, transcriptomic, or proteomic analysis, using multiple peptide tags | US 9,506,167 | 07/27/2012 | Issued 11/29/2016 | 01/07/2034 | |||||
US 10,119,975 | 11/29/2016 | Issued 11/06/2018 | 07/27/2032 |
Patent Family |
Description |
Application/ Publication/ Patent Number |
Filing Date |
Issue Date/ Status |
Earliest Expected Expiration Date 1 | |||||
Owned by Gen9, Inc. | ||||||||||
Protective Enzymes | Enzymes for protecting polymers from damage caused by fatty acids from secreted biological fluids such as sebum or sweat | PCT/US2018/050718; WO2019/055541 | 09/12/2018 | Nationalized in CN, EP, HK, US | 09/12/2038 | |||||
Chimeric Terpene Synthases | Cells, enzymes, and methods for production of terpenes (which can be used as fragrances, pheromones, or antimicrobials, among other things) that are partially derived from sequences reconstructed from rare or extinct plants | PCT/US2019/018122; WO2019/161141 | 02/14/2019 | Nationalized in: EP, HK, JP, KR, US | 02/14/2039 | |||||
Biosynthesis of Mogrosides | Cells, enzymes, and methods for producing mogrosides (high-intensity natural sweeteners) by fermentation | PCT/US2019/060652; WO 2020/097588 |
11/09/2019 | Nationalized in: CA, CN, EP, JP, US | 11/09/2039 | |||||
Biosynthesis of Mogrosides | Cells, enzymes, and methods for producing mogrosides (high-intensity natural sweeteners) by fermentation | PCT/US2020/057067; WO 2021/081327 |
10/23/2020 | Published | 10/23/2040 | |||||
Biosynthesis of Mogrosides | Cells, enzymes, and methods for producing mogrosides (high-intensity natural sweeteners) by fermentation | PCT/US2021/032251 | 05/13/2021 | Pending | 05/13/2041 | |||||
Biosynthesis of Cannabinoids and Cannabinoid Precursors | Cells, enzymes, and methods for producing cannabinoid compounds by fermentation | PCT/US2020/019760; WO2020/176547 | 02/25/2020 | Published | 02/25/2040 | |||||
Biosynthesis of Cannabinoids and Cannabinoid Precursors | Cells, enzymes, and methods for producing cannabinoid compounds by fermentation | PCT/US2020/046838; WO2021/034848 | 08/18/2020 | Published | 08/18/2040 | |||||
Biosynthesis of Cannabinoids and Cannabinoid Precursors | Cells, enzymes, and methods for producing cannabinoid compounds by fermentation | PCT/US2021/024398 | 03/26/2021 | Pending | 03/26/2041 | |||||
Biosynthesis of Cannabinoids and Cannabinoid Precursors | Cells, enzymes, and methods for producing cannabinoid compounds by fermentation | PCT/US2021/37954 | 06/17/2021 | Pending | 06/17/2041 |
Patent Family |
Description |
Application/ Publication/ Patent Number |
Filing Date |
Issue Date/ Status |
Earliest Expected Expiration Date 1 | |||||
Owned by Gen9, Inc. | ||||||||||
PCT/US2021/37944 | 06/17/2021 | Pending | 06/17/2041 | |||||||
Biosynthesis of Cannabinoids and Cannabinoid Precursors | Cells, enzymes, and methods for producing cannabinoid compounds by fermentation | PCT/US2021/040941 | 07/08/2021 | Pending | 07/08/2041 | |||||
Rare Earth Element (REE)-Binding Proteins | Cells, binding proteins, and methods for recovering rare earth elements, including lanthanides | PCT/US2020/038808; WO2020/257702 | 06/19/2020 | Published | 06/19/2040 | |||||
Biosynthesis of Enzymes for use in Treatment of Maple Syrup Urine Disease (MSUD)* *(Co-Owned with Synlogic, Inc.) |
Methods, enzymes, cells, and compositions for treating maple syrup urine disease (MSUD) and other conditions characterized by excessive branched-chain amino acids | PCT/US2020/038813; WO2020/257707 | 06/19/2020 | Published | 06/19/2040 | |||||
Optimized Bacteria Engineered to Treat Disorders Involving the Catabolism of Leucine, Isoleucine, and/or Valine* *(Co-Owned with Synlogic, Inc.) |
Methods, enzymes, cells, and compositions engineered to improve leucine catabolism and treat disorders involving the catabolism of leucine, isoleucine, or valine | PCT/US2020/038675; WO 2020/257610 |
06/19/2020 | Published | 06/19/2040 | |||||
Production of Oligosaccharides | Compositions and methods for producing fructans using sucrose:sucrose 1-fructosyltransferase (1-SST), fructan:fructan1-fructosyltransferase (1-FFT), and/or sucrose:fructan-6 -fructosyltransferase (6-SFT) enzymes |
PCT/US2020/052390; WO 2021/061910 |
09/24/2020 | Published | 09/24/2040 | |||||
Biosynthesis of Histidine/Enhanced Production of Histidine, Purine Pathway Metabolites, and Plasmid DNA | Methods and genetically modified cells for the biosynthetic production of histidine, plasmid DNA, or purine pathway metabolites, including synthetic promoters and genes encoding modified ribose phosphate pyrophosphokinase | PCT/US2020/065286; WO 2021/126961 |
12/16/2020 | Published | 12/16/2040 |
Patent Family |
Description |
Application/ Publication/ Patent Number |
Filing Date |
Issue Date/ Status |
Earliest Expected Expiration Date 1 | |||||
Owned by Gen9, Inc. | ||||||||||
(RPPK) and/or modified 5,10-methylene-tetrahydrofolate dehydrogenase/5,10-methylene-tetrahydrofolate cyclohydrolase (MTHFDC) enzymes |
||||||||||
Variant SARS-Cov -2 Proteins and Uses Thereof |
Variant proteins of SARS-CoV-2 SARS-CoV-2 |
PCT/US2021/30875 | 05/05/2021 | Pending | 05/05/2041 | |||||
Compositions and Methods for the Production of Compounds | Host cells, vectors, and nucleic acids encoding recombinant LALs (Large ATP-binding regulators of the LuxR family of transcriptional activators) and LAL binding sites for the production of compounds such as polyketides, and methods for producing such compounds |
PCT/US2017/027215; WO 2017/180748 |
04/12/2017 | Nationalized in: US, AU, CA, CN, EP, JP, KR | 04/12/2037 | |||||
Compositions and Methods for the Production of Compounds | Compositions and methods to facilitate combinatorial biosynthesis of polyketides, with engineered polyketide synthases that include modified domains with altered enzymatic activity | PCT/US2017/058805; WO 2018/081592 |
10/27/2017 | Nationalized in: US, AU, CA, CN, EP, JP, KR | 10/27/2037 |
Patent Family |
Description |
Application/ Publication/ Patent Number |
Filing Date |
Issue Date/ Status |
Earliest Expected Expiration Date 1 | |||||
Owned by Gen9, Inc. | ||||||||||
Compositions and Methods for the Production of Compounds | Compositions and methods for use in combinatorial biosynthesis of polyketides by module swapping between polyketide synthase genes, with engineered polyketide synthases that include heterologous modules with altered enzymatic activity | PCT/US2017/058800; WO 2018/081590 |
10/27/2017 | Nationalized in: AU, CA, CN, EP, JP, KR, US | 10/27/2037 | |||||
Enhanced Production of Core Lipids in Oleaginous Yeasts | Engineered cells having genetic modification(s) that increase lipid yield and methods of increasing lipid yield in a cell | PCT/US2015/067805; WO 2016/109494 |
12/29/2015 | Nationalized in: BR, CN, EP, IN, US | 12/29/2035 | |||||
Heterologous Production of 10-Methylstearic Acid |
Engineered gene sequences, cells, and methods for producing branched methyl lipids including 10-methylstearate |
PCT/US2017/052491; WO 2018/057607 |
09/20/2017 | Nationalized in: BR, CA, CN, EP, US | 09/20/2037 | |||||
Heterologous Production of 10-Methylstearic Acid by Cells Expressing Recombinant Methyltransferase |
Engineered methyltransferase gene sequences, cells, and methods for producing branched methyl-lipids or exomethylene-substituted lipids | PCT/US2018/051919; WO 2019/060527 |
09/20/2018 | Nationalized in: BR, CA, EP, US | 09/20/2038 | |||||
Methods and Compositions Involving Promoters Derived From Yarrowia lipolytica |
Promoters, recombinant nucleic acids, cells and methods for modulating lipid production in oleaginous microorganisms such as yeasts | 16/942,509; US2021-0032604A1 |
07/29/2020 | Pending | 07/29/2040 | |||||
Microorganisms Engineered to Use Unconventional Sources of Nitrogen | Microorganisms engineered to grow on an atypical nitrogen source and their use in fermentation to produce a variety of compounds including commodities, fine chemicals, and pharmaceuticals | PCT/US2014/010332; WO 2014/107660 |
01/06/2014 | Nationalized in: AU, CA, BR, IN, US | 01/06/2034 |
Patent Family |
Description |
Application/ Publication/ Patent Number |
Filing Date |
Issue Date/ Status |
Earliest Expected Expiration Date 1 | |||||
Owned by Gen9, Inc. | ||||||||||
Microorganisms Engineered to Use Unconventional Sources of Phosphorous or Sulfur | Microorganisms engineered to grow on an atypical phosphorus or sulfur source and their use in fermentation to produce a variety of compounds including commodities, fine chemicals, and pharmaceuticals | PCT/US2014/52841; WO 2015/031441 |
08/27/2014 | Nationalized in: CN, AU, CA, BR, IN, EP, FR, DE, GB, US | 08/27/2034 | |||||
Diacylglycerol Acyltransferase (DGA1) Polynucleotides, and Methods of Increasing Yeast Cell Lipid Production by Overexpression of Heterologous DGA1 | Cells engineered to express heterologous DGA1 enzyme(s) that confer increased lipid production and/or enhanced efficiency of glucose consumption, as well as methods of lipid production using these cells | PCT/US2015/17227; WO 2015/127421 |
02/24/2015 | Nationalized in: CN, AU, IN, FI, EP, BE, DK, FR, DE, LU, SE, CH, GB, US | 02/24/2035 | |||||
Selective Advantage in Fermentation | Microorganisms engineered to grow on an atypical nitrogen, phosphorus, and/or sulfur source; fermentation compositions composed of such microorganisms and a fermentation medium containing an atypical nitrogen, phosphorus, and/or sulfur source; and fermentation processes thereof | PCT/US2015/024943; WO 2015/157431 |
04/08/2015 | Nationalized in: AU, IN, US | 04/08/2035 | |||||
Increasing Cellular Lipid Production by Increasing the Activity of Diacylglycerol Acyltransferase and Decreasing the Activity of Triacylglycerol Lipase | Engineered cells having genetic modification(s) that increase lipid yield and methods of increasing lipid yield in a cell | PCT/US15/28760; WO 2015/168531 |
05/01/2015 | Nationalized in: AU, IN, US | 05/01/2035 |
Patent Family |
Description |
Application/ Publication/ Patent Number |
Filing Date |
Issue Date/ Status |
Earliest Expected Expiration Date 1 | |||||
Owned by Gen9, Inc. | ||||||||||
Increasing Lipid Production in Oleaginous Yeast | Engineered cells with genetic modification(s) that increase lipid yields including modifications that increase type 1, type 2, and/or type 3 diacylglycerol acyltransferase activity and modifications that decrease lipase activity, as well as methods of increasing lipid yield | PCT/US2015/033251; WO 2015/184303 |
05/29/2015 | Nationalized in: AU, CN, IN, EP, US | 05/29/2035 | |||||
Increasing Lipid Production and Optimizing Lipid Composition | Recombinant nucleic acids, engineered cells, and methods for increasing lipid production that involve increasing or decreasing the activity of one or more selected genes | PCT/US2015/033211; WO 2015/184277 |
05/29/2015 | Nationalized in: AU, CN, EP, IN, US | 05/29/2035 | |||||
Oleic Acid Production in Yeast | Engineered cells having genetic modification(s) that increase oleic acid yield and methods of increasing oleic acid yield in a cell | PCT/US2015/64710; WO 2016/094520 |
12/09/2015 | Nationalized in: CN, BR, IN, EP, US | 12/09/2035 | |||||
Derivatives of 10-Methylene Lipids, Process for Preparing Such Derivatives and Use Thereof |
Tuberculostearic acid (10-methylstearic acid) derivatives, processes for producing such compounds, and their use in processes for preparing polyamides, polyesters, lactams, and lactones |
PCT/EP2020/058484; WO 2020/0193681 |
03/26/2020 | Nationalized in: EP | 03/26/2040 |
1 |
The expiration date of a United States patent may be earlier or later than as listed in this table due to patent term adjustment and/or the existence of a terminal disclaimer. |
• | 200,000,000 shares of undesignated preferred stock, par value $0.0001 per share; |
• | 10,500,000,000 shares of New Ginkgo Class A common stock, par value $0.0001 per share; |
• | 4,500,000,000 shares of New Ginkgo Class B common stock, par value $0.0001 per share; and |
• | 800,000,000 shares of New Ginkgo Class C common stock, par value $0.0001 per share. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and |
• | if, and only if, the reported closing price of the New Ginkgo Class A common stock equals or exceeds $18.00 per share (as adjusted for stock sub-divisions, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before New Ginkgo sends the notice of redemption to the warrant holders. |
• | 1% of the total number of shares of New Ginkgo Class A common stock then outstanding; or |
• | the average weekly reported trading volume of New Ginkgo’s Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials) other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10-type information with the SEC reflecting its status as an entity that is not a shell company. |
• | each person who will become a named executive officer or director of New Ginkgo, and all executive officers and directors of New Ginkgo as a group; and |
• | each person who is expected to be the beneficial owner of more than 5% of a class of New Ginkgo common stock. |
New Ginkgo Class A common stock |
New Ginkgo Class B common stock |
% of Total Voting Power** |
||||||||||||||||||
Name and Address of Beneficial Owner |
Shares |
% |
Shares |
% |
||||||||||||||||
Directors and Executive Officers of New Ginkgo |
| |||||||||||||||||||
Jason Kelly (1) |
— |
— |
79,487,309 |
14.6 |
11.6 |
|||||||||||||||
Reshma Shetty (2) |
— |
— |
159,854,136 |
29.3 |
23.4 |
|||||||||||||||
Mark Dmytruk |
— | — | — | — | — | |||||||||||||||
Arie Belldegrun |
— | — | — | — | — | |||||||||||||||
Marijn Dekkers (3) |
5,780,364 |
* |
— |
— |
* |
|||||||||||||||
Christian Henry |
— | — | — | — | — | |||||||||||||||
Reshma Kewalramani |
— | — | — | — | — | |||||||||||||||
Shyam Sankar |
— | — | — | — | — | |||||||||||||||
Harry E. Sloan |
— | — | — | — | — | |||||||||||||||
All Directors and Executive Officers of New Ginkgo as a Group (9 Individuals) |
5,780,364 |
* |
239,341,445 |
43.9 |
35.1 |
|||||||||||||||
5% Beneficial Owners of New Ginkgo |
|
|||||||||||||||||||
Entities affiliated with Anchorage Capital Group (4) |
74,929,312 |
5.4 |
— |
— |
1.1 |
|||||||||||||||
Bartholomew Canton (5) |
— |
— |
159,854,136 |
29.3 |
23.4 |
|||||||||||||||
Austin Che (6) |
— |
— |
79,927,069 |
14.6 |
11.7 |
|||||||||||||||
Entities affiliated with Baillie Gifford & Co. (7) |
89,497,288 |
6.5 |
— |
— |
1.3 |
|||||||||||||||
Cascade Investment, L.L.C. (8) |
151,865,481 |
11.0 |
— |
— |
2.2 |
|||||||||||||||
Eagle Equity Partners II, LLC (9) |
31,289,280 |
2.3 |
— |
— |
* |
|||||||||||||||
General Atlantic (GK), L.P. (10) |
114,886,852 |
8.3 |
— |
— |
1.7 |
|||||||||||||||
Thomas Knight (11) |
65,963,933 |
4.8 |
9,219,119 |
1.7 |
2.3 |
|||||||||||||||
Senator Global Opportunity Master Fund LP (12) |
80,153,273 | 5.8 | — | — | 1.2 | |||||||||||||||
Viking Global Opportunities Illiquid Investments Sub-Master LP(13) |
339,055,144 |
24.6 |
— |
— |
5.0 |
* | Less than one percent. |
** | Percentage of total voting power represents voting power with respect to all shares of New Ginkgo Class A common stock and New Ginkgo Class B common stock, as a single class. After the Business Combination, each share of New Ginkgo Class B common stock will be entitled to 10 votes per share and each share of New Ginkgo Class A common stock will be entitled to one vote per share. For more information about the voting rights of New Ginkgo common stock after the Business Combination, see “ Description of New Ginkgo Securities |
(1) | Consists of (a) 67,759,252 shares of New Ginkgo Class B common stock held by Dr. Kelly and (b) 11,728,057 shares of New Ginkgo Class B common stock held by The Kelly 2016 Grantor Retained Annuity Trust, over which Dr. Kelly has sole voting and dispositive power. |
(2) | Consists of (a) 70,389,783 shares of New Ginkgo Class B common stock held by The Reshma Padmini Shetty Revocable Living Trust – 2014, over which Dr. Shetty has sole voting and dispositive power, (b) 8,245,491 shares of New Ginkgo Class B common stock held by The Reshma Padmini Shetty 2021 Grantor Retained Annuity Trust, over which Dr. Shetty has sole voting and dispositive power, (c) 1,291,794 shares of New Ginkgo Class B common stock held by a family trust, and (d) 79,927,068 shares of New Ginkgo Class B common stock beneficially owned by Dr. Shetty’s spouse, as reported in footnote (5) below. The voting and dispositive power over the shares held by the family trust are held by three or more individuals acting by majority approval and therefore none of the individuals is deemed a beneficial owner of the shares held by such trust. |
(3) | Consists of shares of New Ginkgo Class A common stock held by Novalis LifeSciences Investments I, L.P. (“Novalis Lifesciences”). Mr. Dekkers, the Manager of the general partner of Novalis LifeSciences, has sole voting and dispositive power over the shares held by Novalis LifeSciences and, as a result, may be deemed to share beneficial ownership of the shares held by Novalis LifeSciences. The address for this stockholder is 1 Liberty Lane, Suite 100, Hampton, NH 03842. |
(4) | Consists of (a) 37,464,656 shares of New Ginkgo Class A common stock held by Anchorage Illiquid Opportunities Master VI (A), L.P. and (b) 37,464,656 shares of New Ginkgo Class A common stock held by Anchorage Illiquid Opportunities Offshore Master V, L.P. Anchorage Advisors Management, L.L.C. is the sole managing member of Anchorage Capital Group, L.L.C. (“Anchorage”), which in turn is the investment manager of AIOM VI and AIOM V. Mr. Kevin Ulrich is the Chief Executive Officer of Anchorage and the senior managing member of Anchorage Advisors Management, L.L.C. As such, each of the foregoing persons may be deemed to have voting and dispositive power over the shares held by AIOM VI and AIOM V. Each of the foregoing persons disclaims beneficial ownership of the shares held by AIOM VI and AIOM V, except of any pecuniary interests therein. The address for these stockholders is 610 Broadway, 6th Floor, New York, NY 10012. |
(5) | Consists of (a) 70,389,783 shares of New Ginkgo Class B common stock held by The Bartholomew Canton Revocable Living Trust – 2014, over which Dr. Canton has sole voting and dispositive power, (b) 8,245,491 shares of New Ginkgo Class B common stock held by The Bartholomew Canton 2021 Grantor Retained Annuity Trust, over which Dr. Canton has sole voting and dispositive power, (c) 1,291,794 shares of New Ginkgo Class B common stock held by a family trust, and (d) 79,927,068 shares of New Ginkgo Class B common stock held by Dr. Canton’s spouse as reported in footnote (2) above. The voting and dispositive power over the shares held by the family trust are held by three or more individuals acting by majority approval and therefore none of the individuals is deemed a beneficial owner of the shares held by such trust. |
(6) | Consists of shares of New Ginkgo Class B common stock held by Austin Che Revocable Trust, over which Dr. Che has sole voting and dispositive power. |
(7) | Consists of (a) 2,581,527 shares of New Ginkgo Class A common stock held by Baillie Gifford US Growth Trust PLC (“USGrowth”) and (b) 86,915,761 shares of New Ginkgo Class A common stock held by Scottish Mortgage Investment Trust PLC. (“SMIT”) As agent for each of USGrowth and SMIT, Baillie Gifford & Co. may be deemed to share the power to direct the disposition and vote of, and therefore to own the shares held by USGrowth and SMIT. Baillie Gifford & Co. disclaims beneficial ownership of all shares held by USGrowth and SMIT. Each of USGrowth and SMIT are publicly traded companies. The address for these stockholders is c/o Baillie Gifford & Co, 1 Greenside Row, Edinburgh EH 1 3 AN, United Kingdom. |
(8) | Consists of shares of New Ginkgo Class A common stock. All shares of New Ginkgo Class A common stock to be held by Cascade Investment, L.L.C. following the Closing may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade, L.L.C. The address for this stockholder is 2365 Carillon Point, Kirkland, WA 98033. |
(9) | Consists of shares of New Ginkgo Class A common stock. There are three managing members of Eagle Equity Partners III, LLC. Each managing member has one vote, and the approval of a majority is required to approve an action. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and voting or dispositive decisions require the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. Based on the foregoing, no individual managing member of Eagle Equity Partners III, LLC exercises voting or dispositive control over any of the securities held by the entity, even those in which he holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. |
(10) | Consists of shares of New Ginkgo Class A common stock. The limited partners that share beneficial ownership of the shares held by General Atlantic (GK), L.P. (“GA GK”) are the following General Atlantic investment funds (the “GA Funds”): General Atlantic Partners 100, L.P. (“GAP 100”), General Atlantic Partners (Bermuda) EU, L.P. (“GAP Bermuda EU”), GAP Coinvestments III, LLC (“GAPCO III”), GAP Coinvestments IV, LLC (“GAPCO IV”), GAP Coinvestments V, LLC (“GAPCO V”) and GAP Coinvestments CDA, L.P. (“GAPCO CDA”). The general partner of GA GK is General Atlantic (SPV) GP, LLC (“GA SPV”). The general partner of GAP 100 is ultimately controlled by General Atlantic, L.P. (“GA LP”), which is controlled by the Management Committee of GASC MGP, LLC (the “Management Committee”). The general partner of GAP Bermuda EU is ultimately controlled by GAP (Bermuda) L.P. (“GAP Bermuda”), which is also controlled by the Management Committee. GA LP is the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA and is the sole member of GA SPV. There are nine members of the Management Committee. GA GK, GA LP, GASC MGP, LLC, GAP Bermuda, GA SPV and the GA Funds (collectively, the “GA Group”) are a “group” within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. The mailing address of the foregoing General Atlantic entities, other than GAP Bermuda EU and GAP Bermuda, is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. The mailing address of GAP Bermuda EU and GAP Bermuda is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. Each of the members of the Management Committee disclaims ownership of the shares except to the extent that he has a pecuniary interest therein. |
(11) | Consists of (a) 9,219,119 shares of New Ginkgo Class B common stock held by Mr. Knight; (b) 6,995,255 shares of New Ginkgo Class A common stock held The Knight Family Trust dated August 20, 2019, of which Peter P. Brown and Francis Y. Knight are trustees and have shared voting and dispositive power; (c) 8,992,533 shares of New Ginkgo Class A common stock held The Thomas |
F. Knight Jr. Grantor Retained Annuity Trust (2) dated December 16, 2020, of which Peter P. Brown and Mr. Knight are trustees and have shared voting and dispositive power; and (d) 49,976,145 shares of New Ginkgo Class A common stock held The Thomas F. Knight Jr. Grantor Retained Annuity Trust, of which Peter P. Brown and Mr. Knight are trustees and have shared voting and dispositive power. |
(12) | Consists of shares of New Ginkgo Class A common stock. The address for this stockholder is 510 Madison Avenue, 28 th Floor, New York, NY 10022. Senator Investment Group LP (“Senator”), is investment manager of the stockholder, Senator Global Opportunity Master Fund LP, and may be deemed to have voting and dispositive power with respect to the shares. The general partner of Senator is Senator Management LLC (the “Senator GP”). Douglas Silverman controls Senator GP, and, accordingly, may be deemed to have voting and dispositive power with respect to the shares held by this stockholder. Mr. Silverman disclaims beneficial ownership of the shares held by the stockholder. |
(13) | Consists of shares of New Ginkgo Class A common stock. Viking Global Opportunities Illiquid Investments Sub-Master LP (the “Opportunities Fund”) has the authority to dispose of and vote the New Ginkgo Class A common stock that will be directly owned by it, which power may be exercised by its general partner, Viking Global Opportunities Portfolio GP LLC (“Opportunities GP”), and by Viking Global Investors LP (“VGI”), which provides managerial services to Opportunities Fund. O. Andreas Halvorsen, David C. Ott and Rose Shabet, as Executive Committee members of Viking Global Partners LLC (the general partner of VGI) and Viking Global Opportunities GP LLC, the sole member of Opportunities GP, have shared authority to direct the voting and disposition of investments beneficially owned by VGI, Opportunities GP and the Opportunities Fund. The address for each of the entities is c/o Viking Global Investors LP, is 55 Railroad Avenue, Greenwich, CT 06830. |
Name and Address of Beneficial Owner |
Shares Beneficially Owned Prior to this Offering(1) |
% of Total Voting Power Before this Offering(2) |
Number of Shares of Class A Common Stock Being Offered(3) |
Shares Beneficially Owned After this Offering |
% of Total Voting Power After this Offering(2) |
|||||||||||||||||||||||||||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||||||||||||||||||||||||||||||
Shares |
% |
Shares |
% |
Shares |
% |
Shares |
% |
|||||||||||||||||||||||||||||||||||||
Baillie Gifford & Co. (4) |
89,462,613 | 6.4 | % | — | — | 1.2 | % | 10,300,000 | 79,162,613 | 5.6 | % | — | — | 1.0 | % | |||||||||||||||||||||||||||||
Eagle Equity Partners III-G LLC (5) |
7,500,000 | * | — | — | * | 7,500,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Funds associated with Putnam Investment Management, LLC (6) |
7,662,460 | * | — | — | * | 7,500,000 | 162,460 | * | — | — | * | |||||||||||||||||||||||||||||||||
Entities associated with Morgan Stanley Investment Management Inc. (7) |
7,000,000 | * | — | — | * | 7,000,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Entities associated with Franklin Advisers, Inc. (8) |
4,300,000 | * | — | — | * | 4,300,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Entities associated with Bain Capital Public Equity (9) |
3,826,361 | * | — | — | * | 3,700,000 | 126,361 | * | — | — | * | |||||||||||||||||||||||||||||||||
Casdin Partners Master Fund, L.P. (10) |
7,705,070 | * | — | — | * | 3,000,000 | 4,705,070 | * | — | — | * | |||||||||||||||||||||||||||||||||
Entities associated with ArrowMark Colorado Holdings LLC (11) |
3,000,000 | * | — | — | * | 3,000,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Cascade Investment, L.L.C. (12) |
151,800,304 | 10.8 | % | — | — | 2.0 | % | 3,000,000 | 148,800,304 | 10.6 | % | — | — | 2.0 | % | |||||||||||||||||||||||||||||
Viking Global Opportunities Illiquid Investment (13) |
338,907,570 | 24.1 | % | — | — | 4.5 | % | 2,000,000 | 336,907,570 | 24.0 | % | — | — | 4.4 | % | |||||||||||||||||||||||||||||
Entities associated with Millennium Management LLC (14) |
6,921,303 | * | — | — | * | 2,000,000 | 4,921,303 | |
* |
|
— | — | * | |||||||||||||||||||||||||||||||
Chescaplq LLC (15) |
2,401,126 | * | — | — | * | 2,000,000 | 401,126 | * | — | — | * | |||||||||||||||||||||||||||||||||
Owl Rock Technology Finance Corp. (16) |
1,750,000 | * | — | — | * | 1,750,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Bernardo Gomez Martinez (17) |
1,500,000 | * | — | — | * | 1,500,000 | — | — | — | — | — |
Name and Address of Beneficial Owner |
Shares Beneficially Owned Prior to this Offering(1) |
% of Total Voting Power Before this Offering(2) |
Number of Shares of Class A Common Stock Being Offered(3) |
Shares Beneficially Owned After this Offering |
% of Total Voting Power After this Offering(2) |
|||||||||||||||||||||||||||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||||||||||||||||||||||||||||||
Shares |
% |
Shares |
% |
Shares |
% |
Shares |
% |
|||||||||||||||||||||||||||||||||||||
ARK PIPE Fund I LLC (18) |
1,500,000 | * | — | — | * | 1,500,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Certain funds and accounts advised or subadvised by T. Rowe Price Associates, Inc. (19) |
20,047,530 | 1.4 | % | — | — | * | 1,500,000 | 18,547,530 | 1.3 | % | — | — | * | |||||||||||||||||||||||||||||||
WCH Fund I, LP (20) |
1,500,000 | * | — | — | * | 1,500,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
SHP 18 LLC (21) |
1,500,000 | * | — | — | * | 1,500,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
40 North Latitude Master Fund Ltd. (22) |
1,500,000 | * | — | — | * | 1,500,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Funds managed by Diameter Capital Partners LP (23) |
1,572,500 | * | — | — | * | 1,500,000 | 72,500 | * | — | — | * | |||||||||||||||||||||||||||||||||
Funds and accounts managed by Nicholas Investment Partners, LP (24) |
1,500,000 | * | — | — | * | 1,500,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Generative Aspen Fund LP (25) |
1,500,000 | * | — | — | * | 1,500,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Entities associated with Stockbridge Associates LLC (26) |
800,000 | * | — | — | * | 800,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Entities affiliated with Pura Vida Investments, LLC (27) |
1,013,232 | * | — | — | * | 750,000 | 263,232 | * | — | — | * | |||||||||||||||||||||||||||||||||
Antara Capital Total Return SPAC Master Fund LP (28) |
750,000 | * | — | — | * | 700,000 | 50,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Senator Global Opportunity Master Fund LP (29) |
80,118,815 | 5.7 | % | — | — | 1.1 | % | 700,000 | 79,418,815 | 5.7 | % | — | — | 1.0 | % | |||||||||||||||||||||||||||||
Four Cities Biotech LLC (30) |
600,000 | * | — | — | * | 600,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Citadel CEMF Investments Ltd. (31) |
500,000 | * | — | — | * | 500,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Xantium Partners L.P. (32) |
500,000 | * | — | — | * | 500,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Entities associated with Highline Capital Management LP (33) |
500,000 | * | — | — | * | 500,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
K3 Auklet Capital VI Limited (34) |
500,000 | * | — | — | * | 500,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Ditch Plains Private Investments LP (35) |
300,000 | * | — | — | * | 300,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
General Atlantic (GK), L.P. (36) |
114,836,660 | 8.2 | % | — | — | 1.5 | % | 250,000 | 114,586,660 | 8.2 | % | — | — | 1.5 | % | |||||||||||||||||||||||||||||
InvestX DSF Holdings XVI LLC (37) |
230,000 | * | — | — | * | 230,000 | — | — | — | — | ||||||||||||||||||||||||||||||||||
The Speyer Family and related entities (38) |
200,000 | * | — | — | * | 200,000 | — | — | — | — | ||||||||||||||||||||||||||||||||||
Lord Abbett & Co. LLC (39) |
200,000 | * | — | — | * | 200,000 | — | — | — | — | ||||||||||||||||||||||||||||||||||
Michael Gorenstein (40) |
100,000 | * | — | — | * | 100,000 | — | — | — | — | ||||||||||||||||||||||||||||||||||
Rachel Adler 2020 Gift Trust, Jason Adler, Trustee (41) |
100,000 | * | — | — | * | 100,000 | — | — | — | — | ||||||||||||||||||||||||||||||||||
Paul Galiano (42) |
20,000 | * | — | — | * | 20,000 | — | — | — | — |
* | Less than 1%. |
(1) | The percentage of beneficial ownership is calculated based on 1,973,172,728 outstanding shares of New Ginkgo common stock at Closing, which consists of (i) 172,500,000 public shares, 30,232,500 Sponsor Shares, 12,892,500 Sponsor Earn-out shares, (ii) 1,500,047,728 shares of New Ginkgo common stock issued in connection with the Business Combination (including 946,023,405 shares of New Ginkgo Class A common stock and 554,024,323 shares of New Ginkgo Class B common stock), (iii) 77,500,000 PIPE Shares and (iv) 180,000,000 Earn-out Consideration shares. The calculation of percentage of beneficial ownership prior to and after this offering excludes shares of New Ginkgo issuable upon exercise of public warrants and private placement warrants. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. |
(2) | Percentage of total voting power represents voting power with respect to all shares of New Ginkgo Class A common stock and New Ginkgo Class B common stock, as a single class. The holders of New Ginkgo Class B common stock are entitled to ten votes per share, and holders of New Ginkgo Class A common stock are entitled to one vote per share. |
(3) | The amounts set forth in this column are the numbers of shares of New Ginkgo Class A common stock that may be offered by each selling stockholder using this Registration Statement. |
(4) | Includes (i) 10,000,000 PIPE Shares held by Scottish Mortgage Investment plc, (ii) 300,000 PIPE Shares held by Baillie Gifford US Growth Trust plc and (iii) 79,162,613 New Ginkgo Class A common stock received in the Business Combination including 8,481,468 Earn-out Consideration shares. Baillie Gifford & Co. has been appointed to act for and on behalf of Scottish Mortgage Investment Trust plc and Baillie Gifford US Growth Trust plc as its investment manager with full voting and investment power. The address of this selling stockholder is c/o Baillie Gifford, Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, United Kingdom. |
(5) | This selling stockholder’s sole managing member is Eli Baker who is the President, Chief Financial Officer, Secretary and Director of SRNG. The address of the selling stockholder is 2121 Avenue of the Stars, Suite 2300, Los Angeles, CA 90067. |
(6) | Includes (i) 904,307 PIPE Shares held by Putnam Variable Trust – Putnam VT Sustainable Leaders Fund, (ii) 42,063 PIPE Shares held by Putnam Variable Trust – Putnam VT Sustainable Future Fund and 11,260 New Ginkgo Class A common Stock held by Putnam Variable Trust – Putnam VT Sustainable Future Fund, (iii) 48,100 PIPE Shares held by Putnam Investment Funds – Putnam Research Fund, (iv) 15,600 PIPE Shares held by Putnam Variable Trust – Putnam VT George Putnam Balanced Fund, (v) 560,939 PIPE Shares held by Putnam Investment Funds – Putnam Sustainable Future Fund and 151,200 New Ginkgo Class A New Ginkgo Common Stock held by Putnam Investment Funds – Putnam Sustainable Future Fund, (vi) 5,802,091 PIPE Shares held by Putnam Sustainable Leaders Fund, (vii) 120,600 PIPE Shares held by George Putnam Balanced Fund and (viii) 6,300 PIPE Shares held by Putnam Variable Trust – Putnam VT Research Fund. These entities are mutual funds registered with the SEC under the Investment Company Act, as amended, whose accounts are managed by Putnam Investment Management, LLC (“PIM”), including sole dispositive power over the shares. The board of trustees of each entity has sole voting power over the shares held by the entities. PIM is owned through a series of holding companies by Great-West Lifeco Inc., a publicly traded company whose shares are listed on the Toronto Stock Exchange. The address of these entities is 100 Federal Street, Boston, MA 02110. |
(7) | Includes (i) 102,054 PIPE Shares held by Master Trust for Defined Contribution Plans of American Airlines, Inc. and Affiliates; (ii) 255,562 PIPE Shares held by Growth Trust; (iii) 25,323 PIPE Shares held by Kinsted Global Equity Pool; (iv) 2,742 PIPE Shares held by Morgan Stanley Investment Funds – Counterpoint Global Fund; (v) 244,067 PIPE Shares held by Morgan Stanley Investment Funds – Global Endurance Fund; (vi) 1,746,291 PIPE Shares held by Morgan Stanley Investment Funds – US Growth Fund, (vii) 262,683 PIPE Shares held by Morgan Stanley Variable Insurance Fund, Inc. – Growth Portfolio; (viii) 5,870 PIPE Shares held by Morgan Stanley Institutional Fund, Inc. – Counterpoint Global Portfolio; (ix) 103,832 PIPE Shares held by Morgan Stanley Institutional Fund, Inc. – Global Endurance Portfolio and (x) 4,251,576 PIPE Shares held by Morgan Stanley Institutional Fund, Inc. – Growth Portfolio. Morgan Stanley Investment Management Inc. is the adviser of each of Master Trust for Defined Contribution Plans of American Airlines, Inc. and Affiliates, Growth Trust, Kinsted Global Equity Pool, Morgan Stanley Investment Funds – Counterpoint Global Fund, Morgan Stanley Investment Funds – Global Endurance Fund, Morgan Stanley Investment Funds – US Growth Fund, Morgan Stanley Variable Insurance Fund, Inc. – Growth Portfolio, Morgan Stanley Institutional Fund, Inc. – Counterpoint Global Portfolio, Morgan Stanley Institutional Fund, Inc. – Global Endurance Portfolio and Morgan Stanley Institutional Fund, Inc. – Growth Portfolio (collectively, the “MS Funds”) and holds voting and dispositive power with respect to shares of record held by each of the MS Funds. The address of each of the MS Funds is 522 Fifth Avenue, New York, NY 10036. |
(8) | Includes (i) 1,500,000 PIPE Shares held by Franklin Strategic Series – Franklin Growth Opportunities Fund, (ii) 271,200 PIPE Shares held by Franklin Strategic Series – Franklin Small-Mid Cap Growth Fund, (iii) 310,200 PIPE Shares held by Franklin Templeton Investment Funds—Franklin Biotechnology Discovery Fund; (iv) 28,800 PIPE Shares held by Franklin Templeton Variable Insurance Products Trust – Franklin Small-Mid Cap Growth VIP Fund; (v) 2,000,000 PIPE Shares held by Franklin Custodian Funds – Franklin Growth Fund; and (vi) 189,800 PIPE Shares held by Franklin Strategic Series – Franklin Biotechnology Discovery Fund. Franklin Advisers, Inc. (“FAV”) is the investment manager of these entities, and exercises investment discretion and voting discretion. Franklin Resources, Inc., a publicly traded company, is the parent company of FAV. |
(9) | Includes (i) 2,072,000 PIPE Shares held by Bain Capital Public Equity Global Long Equity Fund, L.P. (“Global Long”), (ii) 1,628,000 PIPE Shares held by Brookside Capital Trading Fund, L.P. (“Brookside”), (iii) 101,089 public warrants held by Bain Capital Public Equity Global Long Equity Fund, L.P. Global Long and (iv) 25,272 public warrants held by Brookside Capital Trading Fund, L.P. Voting and investment decisions on behalf of Brookside Capital Trading Fund, LP (“Brookside”) are made by the members of Bain Capital Public Equity Management II, LLC (“BC Public Equity Management II”), which has sole authority and discretion over the investment decisions of Bain Capital Public Equity Management, LLC, which is the general partner of Brookside Capital Investors, L.P., which is the general partner of Brookside. Voting and investment decisions on behalf of Global Long Bain Capital Public Equity Global Long Equity Fund, LP (“Global Long”) are made by the members numbers of BC Public Equity Management II, which is the general partner of Bain Capital Public Equity Global Long Equity General Partner, LLC, which is the general partner of Global Long. The address of these entities is 200 299 Clarendon Street, Boston, MA 02116. |
(10) | Includes (i) 3,000,000 PIPE Shares held by Casdin Partners Master Fund, L.P and (ii) 4,705,070 shares of New Ginkgo Class A common stock received in the Business Combination including 504,100 Earn-out Consideration shares. The shares reflected as beneficially owned by Casdin Partners Master Fund, LP in the above, are owned directly by Casdin Partners Master Fund, LP and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Partners Master Fund, LP, (ii) Casdin Partners GP, LLC, the general partner of Casdin Partners Master Fund LP, and (iii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. Each of Casdin Capital, LLC, Casdin Partners GP, LLC and Eli Casdin disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. The address of this selling stockholder is 1350 Avenue of the Americas, Suite 2600, New York, NY 10019. |
(11) | Includes (i) 2,200,000 PIPE Shares held by Meridian Growth Fund, (ii) 100,000 PIPE Shares held by Meridan Enhanced Equity Fund and (iii) 700,000 PIPE Shares held by ArrowMark Fundamental Opportunity Fund, L.P. ArrowMark Colorado Holdings LLC is the investment manager for these entities. The address of these entities is 100 Fillmore Street, Suite 325, Denver, CO 80206. |
(12) | Includes (i) 3,000,000 PIPE Shares held by Cascade Investment, L.L.C. and (ii) 148,800,304 shares of New Ginkgo Class A common stock received in the Business Combination including 15,942,437 Earn-out Consideration shares. The shares of New Ginkgo Class A common stock held by the selling stockholder may be deemed to be beneficially owned by William H. Gates III as the sole member of the selling stockholder. The address of this selling stockholder is 2365 Carillon Point, Kirkland, WA 98033. |
(13) | Includes (i) 2,000,000 PIPE Shares held by Viking Global Opportunities Illiquid Investments Sub Master LP (the “Opportunities Fund”) and (ii) 336,907,570 shares of New Ginkgo Class A common stock received in the Business Combination including 36,096,214 Earn-out Consideration shares held by the Opportunities Fund. The Opportunities Fund has the authority to dispose of and vote the New Ginkgo Class A common stock that will be directly owned by it, which power may be exercised by its general partner, Viking Global Opportunities Portfolio GP LLC (“Opportunities GP”), and by Viking Global Investors LP (“VGI”), which provides managerial services to Opportunities Fund. O. Andreas Halvorsen, David C. Ott and Rose Shabet, as Executive Committee members of Viking Global Partners LLC (the general partner of VGI) and Viking Global Opportunities GP LLC, the sole member of Opportunities GP, have shared authority to direct the voting and disposition of investments beneficially owned by VGI, Opportunities GP and the Opportunities Fund. The address for each of the entities is c/o Viking Global Investors LP, is 55 Railroad Avenue, Greenwich, CT 06830. |
(14) | Integrated Core Strategies (US) LLC (“Integrated Core Strategies”), beneficially owns 3,577,927 shares of New Ginkgo Class A common stock, consisting of: (i) 500,000 PIPE Shares (ii) an additional 2,035,904 shares of New Ginkgo Class A common Stock, |
(iii) 553,200 of units (consisting 553,200 shares of the New Ginkgo Class A common stock and 110,640 shares of New Ginkgo Class A common stock issuable upon exercise of certain public warrants) and (iv) 378,183 shares of New Ginkgo Class A common stock issuable upon exercise of certain public warrants); (b) ICS Opportunities, Ltd. (“ICS Opportunities”), beneficially owns 3,263,255 shares of New Ginkgo Class A common stock consisting of: (i) 1,500,000 PIPE Shares, (ii) an additional 1,423,255 shares of New Ginkgo Class A common stock and (iii) 340,000 shares of New Ginkgo Class A common stock issuable upon exercise of certain public warrants); and (c) ICS Opportunities II LLC (“ICS Opportunities II”), beneficially owns 80,121 shares of New Ginkgo Class A common stock consisting of: (i) 69,321 shares of New Ginkgo Class A common stock and (ii) 9,000 of SRNG’s units (consisting 9,000 shares of New Class A common stock and 1,800 shares of New Ginkgo Class A common stock issuable upon exercise of certain warrants). ICS Opportunities II is an affiliate of Integrated Core Strategies and ICS Opportunities. Millennium International Management LP (“Millennium International Management”), is the investment manager to ICS Opportunities and ICS Opportunities II and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities and ICS Opportunities II. Millennium Management LLC (“Millennium Management”) is the general partner of the managing member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also the general partner of the 100% owner of ICS Opportunities and ICS Opportunities II and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities and ICS Opportunities II. Millennium Group Management LLC (“Millennium Group Management”), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities and ICS Opportunities II. The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies, ICS Opportunities or ICS Opportunities II, as the case may be. The address for these entities is 399 Park Avenue, New York, NY 10022. |
(15) | Includes 2,000,000 PIPE Shares, 317,605 shares of New Ginkgo Class A common stock, and 83,521 public warrants. Traci Lerner has voting and dispositive power over the shares. The address of this selling stockholder is 2800 Quarry Lake Drive, Suite 300, Baltimore, MD 21209. |
(16) | The beneficial owner of this selling stockholder is Owl Rock Technology Finance Corp., which is advised by Owl Technology Advisors LLC pursuant to an investment advisory agreement. The address of this selling stockholder is 399 Park Avenue, 38th Floor, New York, NY 10022 |
(17) | The address of this stockholder is Paseo de la Reforma 760, Lomas de Chapultepec, 11000 CDMX, Mexico. |
(18) | The address of this stockholder is 3 East 28th Street, 7th Floor, New York, NY 10016. |
(19) | Includes (i) 774,404 PIPE Shares held by T. Rowe Price New Horizons Fund, Inc., (ii) 99,958 PIPE Shares held by T. Rowe Price New Horizons Trust, (iii) 4,511 PIPE Shares held by T. Rowe Price U.S. Equities Trust, (iv) 3,025 PIPE Shares held by MassMutual Select Funds—MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund, (v) 547,946 PIPE Shares held by T. Rowe Price Health Sciences Fund, Inc., (vi) 45,641 PIPE Shares held by TD Mutual Funds—TD Health Sciences Fund, (vii) 24,515 PIPE Shares held by T. Rowe Price Health Sciences Portfolio., (viii) an aggregate of 18,547,530 shares of New Ginkgo Class A common stock received from the Business Combination including an aggregate of 1,987,179 Earn-out Consideration shares held by funds and accounts advised or subadvised by T. Rowe Price Associates, Inc. (“TRPA”). TRPA, as investment adviser, has dispositive authority for the PIPE Shares. For purposes of reporting requirements of the Securities Exchange Act of 1934, TRPA may be deemed to be the beneficial owner of these PIPE Shares; however, TRPA expressly disclaims that it is, in fact, the beneficial owner of such securities. |
(20) | Willoughby Capital Holdings, LLC is the sole owner of the general partner of the selling stockholder and may share dispositive and voting power over the shares held by the selling stockholder. The address of this selling stockholder is c/o Willoughby Capital Holdings, LLC, 10 Bank Street, Suite 1120, White Plains, NY 10606. |
(21) | The address of this selling stockholder is 435 Hudson, 8th Floor, New York, NY 10014. |
(22) | 40 North Management LLC (“Management Company”) has sole voting power over this selling stockholder. 40 North Latitude Fund LP (“Latitude”) is the sole shareholder of the selling stockholder. 40 North GP III LLC is the general partner of Latitude. David S. Winter and David J. Millstone are the sole Managers of each of the Management Company and the GP, and sole directors of the selling stockholder. The address of this selling stockholder is c/o 40 North Management LLC, 9 West 57th Street, 46th Floor, New York, NY 10019 |
(23) | Includes (i) 1,350,000 PIPE Shares held by Diameter Master Fund LP (“DMF”), (ii) 150,000 PIPE Shares held by Diameter Dislocation Master Fund LP (“DDF,” together with DMF, the “Funds”) and (iii) 72,500 public warrants held by DDF. Diameter Capital Partners LP (the “Investment Manager”) is the Investment Manager of each of the Funds and therefore has investment and voting power over these shares. Scott Goodwin and Jonathan Lewinsohn, as managing members of the general partner of the Investment Manager, make investment and voting decisions on behalf of the Investment Manager. As a result, the Investment Manager, Mr. Goodwin and Mr. Lewinsohn may be deemed to be the beneficial owners of these shares. Notwithstanding the foregoing, each of Mr. Goodwin and Mr. Lewinsohn disclaim any such beneficial ownership. The address of this selling stockholder is 55 Hudson Yards, 29th Floor, New York, NY 10001. |
(24) | Includes (i) 289,641 PIPE Shares held by NicHealth, LP, (ii) 22,174 PIPE Shares held by CAN2 LLC – NicHealth (“CAN 2 LLC”), (iii) 115,065 PIPE Shares held by Robert Wood Johnson Foundation and (iv) 1,073,120 PIPE Shares held by Norges Bank. NicHealth, L.P. is the beneficial owner of its PIPE Shares and has delegated powers and proxy voting to Nicholas Investment Partners, LP, as investment adviser. CAN 2 LLC is the beneficial owner of its PIPE Shares and has delegated powers and proxy voting to Nicholas Investment Partners, LP, as investment adviser. Arthur and Catherine Nicholas own 100% of CAN 2 LLC’s investment in its PIPE Shares. Robert Wood Johnson Foundation is the beneficial owner of its PIPE Shares and has delegated powers and proxy voting to Nicholas Investment Partners, LP, as investment adviser. Norges Bank is the beneficial owner of its PIPE Shares and has delegated powers and proxy voting to Nicholas Investment Partners, LP, as investment adviser. Norges Bank retains voting over its PIPE Shares. |
(25) | The address of this selling stockholder is 190 Elgin Avenue, Grand Cayman, KY-1-9008. |
(26) | Includes (i) 723,315 PIPE Shares held by Stockbridge Fund, L.P. (“SF”), (ii) 1,976 PIPE Shares held by Stockbridge Absolute Return Fund, L.P. (“SARF”), and (iii) 74,709 PIPE Shares held by Stockbridge Partners LLC (“SP”) in its capacity as the investment manager for an account managed for Yale University. Stockbridge Associates LLC (“SA”) is the general partner of SF and SARF, and SP is the registered investment adviser for SF. Berkshire Partners Holdings LLC (“BPH”) is the general partner of BPSP, L.P. (“BPSP”), which is the managing member of SP. As the managing member of SP, BPSP may be deemed to beneficially own shares of New Ginkgo common |
stock that are beneficially owned by SP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of New Ginkgo common stock that are beneficially owned by BPSP. BPH, BPSP, SP, and SA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”). Each of BPH, BPSP, SP, and SA disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein. The address of these entities is 200 Clarendon Street, Boston, MA 02116. |
(27) | Includes (i) 32,250 PIPE Shares, an additional 30,580 shares of New Ginkgo Class A common stock, and 2 units held by Sea Hawk Multi-Strategy Master Fund Ltd; (ii) 32,250 PIPE Shares held by Walleye Manager Opportunities LLC; (iii) 48,000 PIPE Shares, an additional 195,356 shares of New Ginkgo Class A common stock, and 20,926 units held by Walleye Opportunities Master Fund Ltd (collectively, the “Managed Accounts”); (iv) 180,750 PIPE Shares, an additional 13,322 shares of New Ginkgo Class A common stock, and 3,046 warrants for shares of New Ginkgo Class A common stock held by Highmark Limited, in respect of its Segregated Account Highmark Long/Short Equity 20 (the “Additional Managed Account”); and (v) 456,750 PIPE Shares held by Pura Vida Master Fund Ltd. (the “PV Fund”). Pura Vida Investments, LLC (“PVI”) serves as the sub-adviser to the Managed Accounts and the investment manager to the Additional Managed Account and the PV Fund. Efrem Kamen serves as the managing member of PVI. By virtue of these relationships, PVI and Efrem Kamen may be deemed to have shared voting and dispositive power with respect to the PIPE Shares held by the Managed Accounts, the Additional Managed Account, and the PV Fund. This report shall not be deemed an admission that PVI and/or Efrem Kamen are beneficial owners of the PIPE Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of PVI and Efrem Kamen disclaims beneficial ownership of the PIPE Shares reported herein except to the extent of each PVI’s and Efrem Kamen’s pecuniary interest therein. Based on information provided to us by the Selling Stockholders, each of the Managed Accounts may be deemed to be an affiliate of a broker-dealer. Based on such information, the selling stockholders acquired the PIPE Shares in the ordinary course of business, and at the time of the acquisition of the PIPE Shares, the selling stockholders did not have any agreements or understandings with any person to distribute such PIPE Shares. |
(28) | Includes (i) 700,000 PIPE Shares held by Antara Capital Total Return SPAC Master Fund LP and (ii) 50,000 additional shares of New Ginkgo Class A common stock. Antara Capital LP, a Delaware limited partnership serves as the investment manager (the “Investment Manager”) to certain funds it manages and designees and may be deemed to have voting and dispositive power with respect to the ordinary shares held by the Antara Funds (defined below). Antara Capital Total Return SPAC Fund GP LLC, a Delaware limited liability company, serves as the general partner of Antara Capital Total Return SPAC Onshore Fund LP (the “Onshore Fund”) and Antara Capital Total Return SPAC Master Fund LP (the “Master Fund”). Antara Capital Total Return SPAC Offshore Fund Ltd (the “Offshore Fund” and together with the Fund and the Master Fund, the “Antara Funds”) is an exempted company incorporated under the laws of the Cayman Islands. Himanshu Gulati is the Managing Member of Investment Manager and, accordingly, may be deemed to have voting and dispositive power with respect to the shares of New Ginkgo common stock held by the Antara Funds. Mr. Gulati disclaims beneficial ownership of the shares held by the Antara Funds except to the extent of any pecuniary interest. The business address of the foregoing persons is 500 5th Avenue, Suite 2320, New York, New York 10110. |
(29) | Includes (i) 700,000 PIPE Shares held by Senator Global Opportunity Master Fund LP, (ii) 750,000 additional shares of New Ginkgo Class A common stock held by Senator Global Opportunity Master Fund LP and 78,668,815 shares of New Ginkgo Class A common stock received in the Business Combination including 8,428,562 Earn-out Consideration shares. Senator Investment Group LP (“Senator”) is investment manager of the shareholder, Senator Global Opportunity Master Fund LP, and may be deemed to have voting and dispositive power with respect to the shares. The general partner of Senator is Senator Management LLC (“Senator GP”). Douglas Silverman controls Senator GP, and, accordingly, may be deemed to have voting and dispositive power with respect to the shares held by this shareholder. Mr. Silverman disclaims beneficial ownership of the shares held by the shareholder. The business address of the shareholder is c/o Senator Investment Group LP, 510 Madison Ave, 28th Floor, New York, NY 10022. |
(30) | The address of this selling stockholder is 580 Guadalupe Drive, Los Altos, CA 94022. |
(31) | Consists of 500,000 PIPE Shares held by this selling stockholder and excludes shares of New Ginkgo Class A common stock beneficially owned by entities affiliated with this selling stockholder. Citadel Advisors LLC (“Citadel Advisors”) is the portfolio manager of this selling stockholder. Citadel Advisors Holdings LP (“CAH”) is the sole member of Citadel Advisors. Citadel GP LLC (“CGP”) is the general partner of CAH. Kenneth Griffin owns a controlling interest in CGP. Mr. Griffin, as the owner of a controlling interest in CGP, may be deemed to have shared power to vote and/or shared power to dispose of the securities held by the undersigned selling stockholder. The foregoing shall not be construed as an admission that Mr. Griffin or any of the Citadel related entities listed above is the beneficial owner of any securities other than the securities actually owned by such person (if any). The address of this selling stockholder is c/o Citadel Advisors LLC, 601 Lexington Avenue, New York, NY 10022. |
(32) | Tudor Investment Corporation (“TIC”) is the trading advisor to this selling stockholder. Paul Tudor Jones II is the controlling shareholder of TIC. Each of TIC and Mr. Jones may be deemed to beneficially own the securities held by this selling stockholder. The address for this selling stockholder is c/o Tudor Investment Corporation, 200 Elm St., Stamford, CT 06902. |
(33) | Includes (i) 373,000 PIPE Shares held by Highline Capital Master LP and (ii) 127,000 PIPE Shares held by Highline B Master Fund LLC. The address of these entities is c/o Highline Capital Management LP, 1 Rockefeller Plaza, 23rd Floor, New York, NY 10020. |
(34) | K3 Auklet Capital VI Limited is a company limited by shares incorporated in the British Virgin Islands. Mr. Kuok Meng Xiong, the sole director, may be deemed to have controlling power over K3 Auklet Capital VI Limited to direct the voting and disposition of the stock held by K3 Auklet Capital VI Limited. Mr. Kuok Meng Xiong disclaims beneficial ownership of all stock held by K3 Auklet Capital VI Limited, except to the extent of his pecuniary interest therein. The registered address of K3 Auklet Capital VI Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands. |
(35) | The beneficial owners of this selling stockholder are the partners of this selling stockholder who are Mark A. Varricho, Jr. and Elli Ausubel. The address of this selling stockholder is 19 Orchard Street, Manhasset, NY 11030. |
(36) | Includes (i) 250,000 PIPE Shares held by General Atlantic (GK), LP and (iii) 114,586,660 shares of New Ginkgo Class A common stock received from the Business Combination including 12,276,793 Earn-out Consideration shares. The limited partners that share beneficial ownership of the New Ginkgo Class A common stock held by this selling stockholder are the following General Atlantic investment funds (the “GA Funds”): General Atlantic Partners 100, L.P. (“GAP 100”), General Atlantic Partners (Bermuda) EU, L.P. (“GAP Bermuda EU”), GAP Coinvestments III, LLC (“GAPCO III”), GAP Coinvestments IV, LLC (“GAPCO IV”), GAP Coinvestments V, LLC (“GAPCO V”) and GAP Coinvestments CDA, L.P. (“GAPCO CDA”). The general partner of GA GK is General Atlantic (SPV) GP, LLC (“GA SPV”). The general partner of GAP Bermuda EU is General Atlantic GenPar (Bermuda), L.P. (“GenPar Bermuda”). GAP (Bermuda) Limited is the general partner of GenPar Bermuda. The general partner of GAP 100 is General Atlantic GenPar, L.P. |
(“GA GenPar”) and the general partner of GA GenPar is General Atlantic LLC (“GA LLC”). GA LLC is the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA and is the sole member of GA SPV. There are nine members of the management committee of GA LLC (the “GA Management Committee”). The members of the GA Management Committee are also the members of the management committee of GAP (Bermuda) Limited. There are nine members of the management committee of GA LLC and GAP (Bermuda) Limited (the “GA Management Committee”). The members of the GA Management Committee are also the members of the management committee of GAP (Bermuda) Limited. GA GK, GA LLC, GAP (Bermuda) Limited, GA GenPar, GenPar Bermuda, GAP Bermuda EU, GA SPV, GAP 100, GAPCO III, GACO IV, GAPCO V and GAPCO CDA (collectively, the “GA Group”) are a “group” within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. Each of the members of the GA Management Committee disclaims ownership of the shares except to the extent that he has a pecuniary interest therein. The address of this selling stockholder is c/ o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. |
(37) | The beneficial owners of this stockholder are InvestX Growth-Equity Fund II and InvestX Global Equity LP. The address of this selling stockholder is #650 – 1090 West Georgia Street, Vancouver, BC V6E 3V7, Canada. |
(38) | Includes (i) 71,250 PIPE Shares held by Rosenborg, LLC, (ii) 37,500 PIPE Shares held by Homer Holdings I, LLC, (iii) 71,250 PIPE Shares held by Jerry I. Speyer, and (iv) 20,000 PIPE Shares held by Nest Egg Partners LLC. The beneficial owner of Rosenborg, LLC is Robert J. Speyer. The beneficial owner of Homer Holdings I, LLC is Valerie Peltier. The beneficial owner of Nest Egg Partners LLC is Jerry I. Speyer. |
(39) | Includes (i) 173,650 PIPE Shares held by Lord Abbett Research Fund, Inc. – Lord Abbett Growth Opportunities Fund and (ii) 26,350 PIPE Shares held by Lord Abbett Series Fund, Inc. – Growth Opportunities Portfolio. Lord, Abbett & Co. LLC is the duly appointed and authorized investment manager for Lord Abbett Research Fund, Inc.—Lord Abbett Growth Opportunities Fund and Lord Abbett Series Fund, Inc. – Growth Opportunities Portfolio. The address of this selling stockholder is 90 Hudson Street, Jersey City, NJ 07302. |
(40) | The address of this selling stockholder is 1 Collins Avenue, Apt. 707, Miami Beach, FL 33139 |
(41) | The address of this selling stockholder is 521 Amalfi Drive, Pacific Palisades, CA 90272. |
(42) | The address of this selling stockholder is 452 Navesink River Road, Red Bank, NJ 07701. |
Name |
Age |
Position | ||
Jason Kelly | 40 | Chief Executive Officer, Founder and Director Nominee | ||
Reshma Shetty | 40 | President, Chief Operating Officer, Founder and Director Nominee | ||
Mark Dmytruk | 50 | Chief Financial Officer | ||
Arie Belldegrun | 71 | Director Nominee | ||
Marijn Dekkers | 63 | Director Nominee | ||
Christian Henry | 53 | Director Nominee | ||
Reshma Kewalramani | 49 | Director Nominee | ||
Shyam Sankar | 39 | Director Nominee | ||
Harry E. Sloan | 71 | Director Nominee |
• | New Ginkgo will have independent director representation on its audit, compensation and nominating and corporate governance committees immediately at the time of the Business Combination, and its independent directors will meet regularly in executive sessions without the presence of its corporate officers or non-independent directors; |
• | at least one of its directors will qualify as an “audit committee financial expert” as defined by the SEC; and |
• | it will implement a range of other corporate governance best practices, including placing limits on the number of directorships held by its directors to prevent “overboarding” and implementing a robust director education program. |
• | Jason Kelly, Chief Executive Officer; |
• | Reshma Shetty, President and Chief Operating Officer; and |
• | Mark Dmytruk, Chief Financial Officer. |
Name and Principal Position |
Year |
Salary ($) |
Bonus ($)(1) |
Stock Awards ($)(2) |
All Other Compensation ($)(3) |
Total ($) |
||||||||||||||||||
Jason Kelly |
2020 | 250,000 | 414,841 | 9,854,097 | 14,250 | 10,533,188 | ||||||||||||||||||
Chief Executive Officer |
||||||||||||||||||||||||
Reshma Shetty |
2020 | 250,000 | 415,386 | 9,854,097 | 14,250 | 10,533,733 | ||||||||||||||||||
President and Chief Operating Officer |
||||||||||||||||||||||||
Mark Dmytruk |
2020 | 63,750 | — | — | 2,861 | 66,611 | ||||||||||||||||||
Chief Financial Officer (4) |
(1) | Amounts reflect discretionary bonuses granted to each of Dr. Kelly and Dr. Shetty during 2020. |
(2) | Amounts reflect the full grant-date fair value of restricted stock units granted during 2020 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all restricted stock units made to named executive officers in Note 15 to the consolidated financial statements included in this prospectus. |
(3) | For Dr. Kelly, Dr. Shetty and Mr. Dmytruk, amounts represent matching contributions under Ginkgo’s 401(k) plan. |
(4) | Mr. Dmytruk joined Ginkgo on November 9, 2020 as its Chief Financial Officer, and his salary was pro-rated for his partial year of service during 2020. |
Name |
2020 Annual Base Salary ($) |
|||
Jason Kelly |
250,000 | |||
Reshma Shetty |
250,000 | |||
Mark Dmytruk |
425,000 |
Named Executive Officer |
2020 Restricted Stock Units Granted |
|||
Jason Kelly |
88,101 | |||
Reshma Shetty |
88,101 | |||
Mark Dmytruk |
0 |
Stock Awards(1) |
||||||||||||
Name |
Grant Date |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) |
|||||||||
Jason Kelly |
1/1/2020 | 88,101 | (2) | 17,088,951 | ||||||||
Reshma Shetty |
1/1/2020 | 88,101 | (2) | 17,088,951 |
(1) | The amounts in this table represent grants of restricted stock units to each of the named executive officers. For a description of the restricted stock units, please see the section titled “ Narrative to Summary Compensation Table – Equity Compensation |
(2) | Represents restricted stock units which conditionally vest based on continued service, although the restricted stock units will not become fully vested and payable until the first to occur of (i) a change in control or (ii) the earlier of (x) the date six months after the closing of a public offering or (y) March 15 of the calendar year following the effective date of a public offering. The service condition was satisfied on January 1, 2021. |
(3) | Amount shown is based on a price per share of $193.97, which is based on a third-party valuation of Ginkgo common stock as of December 31, 2020. |
Name |
Stock Awards ($)(1) |
All Other Compensation ($) |
Total ($) |
|||||||||
Marijn Dekkers |
— | — | — | |||||||||
Shyam Sankar |
671,100 | — | 671,100 | |||||||||
Christian Henry |
671,100 | — | 671,100 | |||||||||
Evan Lodes |
— | — | — |
(1) | Amounts reflect the full grant-date fair value of restricted stock units granted during 2020 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all restricted stock units made to our directors in Note 15 to the consolidated financial statements included in this prospectus. |
Name |
Unvested Restricted Stock Units Outstanding at Fiscal Year End |
|||
Marjin Dekkers |
27,947 | |||
Shyam Sankar |
4,000 | |||
Christian Henry |
5,834 | |||
Evan Lodes |
— |
• | An annual director fee of $50,000; |
• | If the director serves as lead independent director or chair or on a committee of the New Ginkgo Board, an additional annual fee as follows: |
• | Chair of the New Ginkgo Board, $36,000 |
• | Lead independent director, $25,000; |
• | Chair of the audit committee, $20,000; |
• | Audit committee member other than the chair, $10,000; |
• | Chair of the compensation committee, $15,000; |
• | Compensation committee member other than the chair, $7,500; |
• | Chair of the nominating and corporate governance committee, $10,000; |
• | Nominating and Corporate Governance committee member other than the chair, $5,000. |
• | Each non-employee director who is initially elected or appointed to the New Ginkgo Board on or after the closing of the Business Combination (other than those non-employee directors who were appointed by SRNG to serve on the New Ginkgo Board or those non-employee directors who served on the board of SRNG or Ginkgo Bioworks, Inc. prior to the closing of the Business Combination) will receive (i) an initial option to purchase shares of New Ginkgo Class A common stock with a grant date fair value of $400,000 (as determined under the program) (the “Initial Option”), (ii) an additional initial option to purchase shares of New Ginkgo Class A common stock with a grant date fair value of $200,000 (as determined under the program) (the “Additional Initial Option”), and (iii) a number of restricted stock units determined by dividing $200,000 by the fair market value of a share of New Ginkgo Class A common stock (the “Additional Initial RSU”). In the event that a non-employee director’s date of initial election or appointment does not occur on the same date as an annual meeting of New Ginkgo’s stockholders, the value of the Additional Initial Option and the Additional Initial RSU will be pro-rated in accordance with the terms of the program. |
• | If the non-employee director has served on the New Ginkgo Board as of the date of an annual meeting of New Ginkgo’s stockholders that occurs after the closing of the Business Combination and will continue to serve as a non-employee director immediately following such meeting, such non-employee director will receive (i) an option to purchase shares of New Ginkgo Class A common stock with a grant date fair value of $200,000 (as determined under the program) (the “Subsequent Option”) and (ii) a number of restricted stock units determined by dividing $200,000 by the fair market value of a share of New Ginkgo Class A common stock (the “Subsequent RSU”). |
• | Stock Options and SARs. |
• | Restricted Stock. non-transferable shares of New Ginkgo common stock that remain forfeitable unless and until specified conditions are met and which may be subject to a purchase price. The terms and conditions applicable to restricted stock will be determined by the plan administrator, subject to the conditions and limitations contained in the 2021 Plan. |
• | Restricted Stock Units, or RSUs. |
• | Other Stock or Cash Based Awards. |
• | Dividend Equivalents |
Name |
Shares of Series E Preferred Stock |
Total Purchase Price | ||||||
Entities affiliated with Anchorage Capital Group(1) |
105,500 | $ | 15,053,013.70 | |||||
Entities affiliated with Baillie Gifford & Co.(2) |
200,479 | $ | 29,104,580.72 | |||||
Cascade Investment, L.L.C.(3) |
268,376 | $ | 38,719,465.07 | |||||
General Atlantic (GK), L.P.(4) |
513,449 | $ | 76,109,273.68 | |||||
Novalis Life Sciences Investments I, LP(5) |
52,755 | $ | 7,527,123.29 | |||||
Senator Global Opportunity Master Fund LP(6) |
70,489 | $ | 10,057,534.25 | |||||
Viking Global Opportunities Illiquid Investments Sub-Master LP(7) |
731,562 | $ | 106,379,678.54 |
(1) | Entities affiliated with Anchorage Capital Group hold more than 5% of Ginkgo’s outstanding capital stock. |
(2) | Entities affiliated with Baillie Gifford & Co. hold more than 5% of Ginkgo’s outstanding capital stock. |
(3) | Cascade Investment, L.L.C. holds more than 5% of Ginkgo’s outstanding capital stock. |
(4) | General Atlantic (GK), L.P. holds more than 5% of Ginkgo’s outstanding capital stock. |
(5) | Marijn Dekkers, a member of Ginkgo’s board of directors, is an affiliate of Novalis Life Sciences Investments I, LP. |
(6) | Senator Global Opportunity Master Fund LP holds more than 5% of Ginkgo’s outstanding capital stock. Evan Lodes, a member of Ginkgo’s board of directors, is an affiliate of Senator Global Opportunity Master Fund LP. |
(7) | Viking Global Opportunities Illiquid Investments Sub-Master LP holds more than 5% of Ginkgo’s outstanding capital stock. |
Name |
Principal Amount |
|||
Entities affiliated with Anchorage Capital Group(1) |
$ | 15,000,000 | ||
Entities affiliated with Baillie Gifford & Co.(2) |
$ | 19,000,000 | ||
Cascade Investment, L.L.C.(3) |
$ | 30,000,000 | ||
General Atlantic (GK), L.P.(4) |
$ | 19,000,000 | ||
Novalis Life Sciences Investments I, LP(5) |
$ | 7,500,000 | ||
Senator Global Opportunity Master Fund LP(6) |
$ | 10,000,000 | ||
Viking Global Opportunities Illiquid Investments Sub-Master LP(7) |
$ | 60,000,000 |
(1) | Entities affiliated with Anchorage Capital Group hold more than 5% of Ginkgo’s outstanding capital stock. |
(2) | Entities affiliated with Baillie Gifford & Co. hold more than 5% of Ginkgo’s outstanding capital stock. |
(3) | Cascade Investment, L.L.C. holds more than 5% of Ginkgo’s outstanding capital stock. |
(4) | General Atlantic (GK), L.P. holds more than 5% of Ginkgo’s outstanding capital stock. |
(5) | Marijn Dekkers, a member of Ginkgo’s board of directors, is an affiliate of Novalis Life Sciences Investments I, LP. |
(6) | Senator Global Opportunity Master Fund LP holds more than 5% of Ginkgo’s outstanding capital stock. Evan Lodes, a member of Ginkgo’s board of directors, is an affiliate of Senator Global Opportunity Master Fund LP. |
(7) | Viking Global Opportunities Illiquid Investments Sub-Master LP holds more than 5% of Ginkgo’s outstanding capital stock. |
Name |
SRNG Class A ordinary shares |
Total Purchase Price | ||||||
Entities affiliated with Baillie Gifford & Co.(1) |
10,300,000 | $ | 103,000,000.00 | |||||
Cascade Investment, L.L.C.(2) |
3,000,000 | $ | 30,000,000 | |||||
General Atlantic (GK), L.P.(3) |
250,000 | $ | 2,500,000 | |||||
Senator Global Opportunity Master Fund LP(4) |
700,000 | $ | 7,000,000 | |||||
Viking Global Opportunities Illiquid Investments Sub-Master LP(5) |
2,000,000 | $ | 20,000,000 |
(1) | Entities affiliated with Baillie Gifford & Co. hold more than 5% of Ginkgo’s outstanding capital stock. |
(2) | Cascade Investment, L.L.C. holds more than 5% of Ginkgo’s outstanding capital stock. |
(3) | General Atlantic (GK), L.P. holds more than 5% of Ginkgo’s outstanding capital stock. |
(4) | Senator Global Opportunity Master Fund LP holds more than 5% of Ginkgo’s outstanding capital stock. Evan Lodes, a member of Ginkgo’s board of directors, is an affiliate of Senator Global Opportunity Master Fund LP. |
(5) | Viking Global Opportunities Illiquid Investments Sub-Master LP holds more than 5% of Ginkgo’s outstanding capital stock. |
• | banks, financial institutions or financial services entities; |
• | broker-dealers; |
• | governments or agencies or instrumentalities thereof; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | expatriates or former long-term residents of the United States; |
• | persons that actually or constructively own five percent or more (by vote or value) of our shares; |
• | persons that acquired PIPE Shares pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation; |
• | insurance companies; |
• | dealers or traders subject to a mark-to-market |
• | persons holding PIPE Shares as part of a “straddle,” constructive sale, hedge, wash sale, conversion or other integrated or similar transaction; |
• | U.S. holders (as defined below) whose functional currency is not the U.S. dollar; |
• | partnerships (or entities or arrangements classified as partnerships or other pass-through entities for U.S. federal income tax purposes) and any beneficial owners of such partnerships; |
• | tax-exempt entities; |
• | controlled foreign corporations; and |
• | passive foreign investment companies. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity taxable as a corporation) organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under Treasury Regulations to be treated as a United States person. |
• | a non-resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax as expatriates); |
• | a foreign corporation; or |
• | an estate or trust that is not a U.S. holder; |
• | the gain is effectively connected with the conduct by the Non-U.S. holder of a trade or business within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. holder); or |
• | we are or have been a “United States real property holding corporation” (a “USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. holder’s holding period for its PIPE Shares, except, in the case where shares of our Class A common stock are regularly traded on an established securities market, the Non-U.S. holder has owned, directly or constructively, at all times within the shorter of the five-year period preceding the disposition of its PIPE Shares or such Non-U.S. holder’s holding period for such PIPE Shares, 5% or less of our Class A common stock. It is unclear how the rules for determining the 5% threshold for this purpose would be applied with respect to our Class A common stock and warrants, including how a Non-U.S. holder’s ownership of warrants, if any, impacts the 5% threshold determination with respect to its PIPE Shares. There can be no assurance that our Class A common stock will be treated as regularly traded on an established securities market for this purpose. Non-U.S. holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter |
• | settlement of short sales entered into after the date of this prospectus; |
• | agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable law. |
Page |
||||
Audited Financial Statements: |
||||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
Unaudited Financial Statements: |
||||
F-17 |
||||
F-18 |
||||
F-19 |
||||
F-20 |
||||
F-21 |
Page |
||||
F-36 |
||||
F-37 |
||||
F-39 |
||||
F-40 |
||||
F-43 |
||||
F-45 |
Page |
||||
F-99 |
||||
F-101 |
||||
F-102 |
||||
F-104 |
||||
F-106 |
F-133 | ||||
Consolidated Financial Statements: |
||||
F-134 | ||||
F-135 | ||||
F-136 | ||||
F-137 | ||||
F-138 |
(1) |
As of December 31, 2019 our investment in Allonnia LLC exceeded the 20% threshold in at least one of the tests under SEC’s Regulation S-X, Rule 3-09. Accordingly, we are attaching the audited financial statements of Allonnia LLC. |
ASSETS: |
||||
Current asset: |
||||
Cash |
$ | |||
Deferred offering costs |
||||
Total assets |
$ | |||
LIABILITIES AND SHAREHOLDER’S EQUITY: |
||||
Current liabilities: |
||||
Accrued expenses |
$ | |||
Promissory Note—Related Party |
||||
Advance from Sponsor |
||||
Total current liabilities |
||||
Commitments and contingencies | ||||
Shareholder’s equity: |
||||
Preference shares, $ |
||||
Class A ordinary shares, $ |
||||
Class B ordinary shares, $ (1) |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total Shareholder’s equity |
||||
Total liabilities and Shareholder’s equity |
$ | |||
(1) | This number includes an aggregate of up to |
Revenue |
||||
General and administrative expenses |
$ | |||
Net loss |
$ |
( |
) | |
Weighted average shares outstanding (1) |
||||
Basic and fully diluted net loss per ordinary share |
$ |
|||
(1) | This number excludes an aggregate of up to |
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholder’s Equity |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Issuance of Class B ordinary shares to initial shareholder at approximately $ (1) |
$ | $ | $ | — | $ | |||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Balances at December 31, 2020 |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||
(1) | This number includes an aggregate of up to |
Cash flows from operating activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||
Formation expenses paid by Sponsor in exchange for Class B ordinary shares |
||||
Net cash provided by operating activities |
||||
Net change in cash |
||||
Cash at beginning of period |
||||
Cash at end of period |
$ |
|||
Supplemental Schedule of Non-Cash Financing Activities: |
||||
Offering costs paid by Sponsor in exchange for Class B ordinary shares |
$ | |||
Deferred offering costs paid through Advance from Sponsor |
$ | |||
Deferred offering costs paid through Promissory Note—Related Party |
$ | |||
Deferred offering costs included in accrued expenses |
$ | |||
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the reported closing price of the ordinary shares equals or exceeds $ |
June 30, 2021 |
December 31, 2020 |
|||||||
(Unaudited) |
||||||||
ASSETS: |
||||||||
Current assets: |
||||||||
Cash |
$ | $ | — | |||||
Prepaid expenses |
— | |||||||
|
|
|
|
|||||
Total current assets |
— | |||||||
Deferred offering costs |
— | |||||||
Cash and investments held in Trust Account |
— | |||||||
|
|
|
|
|||||
Total Assets |
$ | $ | ||||||
|
|
|
|
|||||
LIABILITIES AND SHAREHOLDERS’ EQUITY: |
||||||||
Current liabilities: |
||||||||
Accounts payable and accrued expenses |
$ | $ | ||||||
Promissory Note - Related Party |
— | |||||||
Due to Sponsors |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Warrant liabilities |
— | |||||||
Deferred underwriting compensation |
— | |||||||
|
|
|
|
|||||
Total Liabilities |
||||||||
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
Class A ordinary shares subject to possible redemption; |
|
|
|
|
|
|
— | |
|
|
|
|
|
|
|
|
|
Commitments and Contingencies |
||||||||
Shareholders’ equity: |
||||||||
Preferred stock, $ |
||||||||
Class A ordinary shares, $ |
— | |||||||
Class B ordinary shares, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Total Shareholders’ Equity |
||||||||
|
|
|
|
|
||||
Total Liabilities and Shareholders’ Equity |
$ |
$ |
||||||
|
|
|
|
Three months ended June 30, 2021 |
Six months ended June 30, 2021 |
|||||||
General and administrative expenses |
$ | |
$ |
|
| |||
|
|
|
|
|||||
Loss from operations |
( |
) | |
|
( |
) | ||
Other income (expense): |
|
|
|
| ||||
Change in fair value of warrant liabilities |
( |
) | |
|
( |
) | ||
Offering costs related to warrant liabilities |
|
|
( |
) | ||||
Net gain from investments held in trust account |
|
|
|
| ||||
|
|
|
|
|||||
Loss before provision for income taxes |
( |
) | |
|
( |
) | ||
Provision for income taxes |
|
|
|
| ||||
|
|
|
|
|||||
Net loss |
$ | ( |
) | |
$ |
( |
) | |
|
|
|
|
|||||
Two Class Method: |
||||||||
Weighted average number of Class A ordinary shares outstanding |
|
|
|
|||||
|
|
|
|
|||||
Net income per ordinary, Class A - basic and diluted |
$ | |
$ |
|
| |||
|
|
|
|
|||||
Weighted average number of Class B ordinary shares outstanding |
|
|
|
| ||||
|
|
|
|
|||||
Net loss per ordinary share, Class B - basic and diluted |
$ | ( |
) | |
$ |
( |
) | |
|
|
|
|
Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Equity |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance - December 31, 2020 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||
Sale of Class A ordinary shares in initial public offering, less fair value of public warrants |
— |
— |
— |
|||||||||||||||||||||||||
Underwriters’ discount and offering expenses |
— |
— |
— |
— |
( |
) |
— |
( |
) | |||||||||||||||||||
Class A ordinary shares subject to possible redemption |
( |
) |
( |
) |
— |
— |
( |
) |
( |
) |
( |
) | ||||||||||||||||
Net income |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
Balance - March 31, 2021 (unaudited) |
— |
|||||||||||||||||||||||||||
Class A ordinary shares subject to possible redemption |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
| ||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
( |
) |
|
|
( |
) | ||
Balance - June 30, 2021 (unaudited) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
$ |
( |
) |
|
$ |
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
General and administrative expenses paid by sponsor |
|
|
|
|
Net gain from investments held in Trust account |
( |
) | ||
Offering costs related to warrant liabilities |
||||
Change in fair value of warrant liabilities |
||||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accounts payable and accrued expenses |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash flows from investing activities: |
||||
Principal deposited in Trust account |
( |
) | ||
Cash withdrawn from Trust account |
|
|
|
|
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash flows from financing activities: |
||||
Proceeds from private placement of warrants |
||||
Proceeds from sale of units in initial public offering |
||||
Payment of underwriters’ discount |
( |
) | ||
Payment of offering costs |
( |
) | ||
Advances from Sponsor |
|
|
|
|
Repayment of advances received from Sponsor |
( |
) | ||
Repayment of advances received from Promissory note |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Increase in cash during period |
||||
Cash at beginning of period |
||||
|
|
|||
Cash at end of period |
$ | |||
|
|
|||
Supplemental disclosure of non-cash financing activities: |
||||
Deferred underwriting compensation |
$ | |||
|
|
|
||
Initial fair value of warrant liabilities |
$ | |||
|
|
|
||
Initial value of Class A ordinary shares subject to possible redemption |
$ | |||
|
|
|
||
Changes in value of Class A ordinary shares subject to redemption |
$ | ( |
) | |
|
|
|
||
Deferred offering costs included in accounts payable and accrued expenses |
$ | |||
|
|
|
||
Loss on initial sale of private placement warrants |
$ | |||
|
|
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the reported closing price of the ordinary shares equals or exceeds $ sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any |
Description |
Level |
June 30, 2021 |
||||||
Liabilities: |
||||||||
Public warrant liabilities |
1 |
$ |
||||||
|
|
|
|
|||||
Private warrant liabilities |
3 |
$ |
||||||
|
|
|
|
As of June 30, 2021 |
||||
Exercise price |
$ | |||
Stock price |
$ | |||
Volatility |
% | |||
Term |
||||
Risk-free rate |
% |
Level 3 warrant liabilities as of December 31, 2020 |
$ | |||
Issuance of Public and Private Warrants on February 26, 2021 |
||||
Change in fair value of warrant liabilities Transfer from Level 3 to Level 1 |
( |
| ||
|
|
|||
Level 3 warrant liabilities as of June 30, 2021 |
$ | |||
|
|
Carrying Value |
Gross Unrealized Holding (Loss) |
Quoted Prices in Active Markets (Level 1) |
||||||||||
U.S. Government Treasury Securities as of June 30, 2021 (1) (2) |
$ |
($ |
) |
$ |
(1) |
Excludes $ |
(2) |
Matures on July 20, 2021 and August 10, 2021. |
As of December 31, |
||||||||
2020 |
2019 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 380,801 | $ | 495,287 | ||||
Accounts receivable, net |
16,694 | 3,461 | ||||||
Accounts receivable, net from related parties (Note 21) |
5,212 | 4,217 | ||||||
Inventory, net |
2,736 | — | ||||||
Prepaid expenses and other current assets |
21,099 | 8,960 | ||||||
|
|
|
|
|||||
Total current assets |
426,542 | 511,925 | ||||||
Property and equipment, net |
121,435 | 63,132 | ||||||
Investments |
60,504 | 61,574 | ||||||
Equity method investments |
42,620 | 45,679 | ||||||
Intangible assets, net |
3,294 | 3,843 | ||||||
Goodwill |
1,857 | 1,857 | ||||||
Loans receivable, net of current portion |
13,298 | 3,724 | ||||||
Other non-current assets |
5,603 | 5,584 | ||||||
|
|
|
|
|||||
Total assets |
$ | 675,153 | $ | 697,318 | ||||
|
|
|
|
|||||
Liabilities and Stockholders’ Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 13,893 | $ | 2,439 | ||||
Accrued expenses and other current liabilities |
30,505 | 15,816 | ||||||
Deferred revenue (includes $22,101 and $16,703, respectively, from related parties) |
28,823 | 21,819 | ||||||
|
|
|
|
|||||
Total current liabilities |
73,221 | 40,074 | ||||||
Non-current liabilities: |
||||||||
Deferred rent, net of current portion |
12,678 | 11,633 | ||||||
Deferred revenue, net of current portion (includes $97,977 and $125,628, respectively, from related parties) |
99,652 | 126,079 | ||||||
Lease financing obligation |
16,518 | 16,767 | ||||||
Other non-current liabilities |
3,032 | 912 | ||||||
|
|
|
|
|||||
Total liabilities |
205,101 | 195,465 | ||||||
|
|
|
|
|||||
Commitments and contingencies (Note 11) |
||||||||
Stockholders’ equity: |
||||||||
Series B convertible preferred stock, $0.01 par value; 4,143,251 shares authorized as of December 31, 2020 and 2019; 4,138,185 shares issued and outstanding as of December 31, 2020 and 2019; liquidation value as of December 31, 2020 and 2019 of $53,093 |
41 | 41 | ||||||
Series C convertible preferred stock, $0.01 par value; 4,658,503 shares authorized, issued and outstanding as of December 31, 2020 and 2019; liquidation value as of December 31, 2020 and 2019 of $98,900 |
47 | 47 | ||||||
Series D convertible preferred stock, $0.01 par value; 6,162,631 shares authorized as of December 31, 2020 and 2019; 6,146,911 shares issued and outstanding as of December 31, 2020 and 2019; liquidation value as of December 31, 2020 and 2019 of $293,269 |
61 | 61 |
As of December 31, |
||||||||
2020 |
2019 |
|||||||
Series E convertible preferred stock, $0.01 par value; 4,172,102 and 2,907,037 shares authorized as of December 31, 2020 and 2019, respectively; 3,460,005 and 2,831,342 shares issued and outstanding as of December 31, 2020 and 2019, respectively; liquidation value as of December 31, 2020 and 2019 of $519,658 and $425,239, respectively |
$ | 35 | $ | 28 | ||||
Common stock, $0.01 par value; 35,000,000 shares authorized as of December 31, 2020 and 2019, respectively; 7,859,702 and 7,820,543 shares issued as of December 31, 2020 and 2019, respectively; 7,851,164 and 7,806,772 shares outstanding as of December 31, 2020 and 2019, respectively |
79 | 79 | ||||||
Additional paid in capital |
928,991 | 834,076 | ||||||
Accumulated deficit |
(467,878 | ) | (341,269 | ) | ||||
|
|
|
|
|||||
Total Ginkgo Bioworks, Inc. stockholders’ equity |
461,376 | 493,063 | ||||||
Non-controlling interest |
8,676 | 8,790 | ||||||
|
|
|
|
|||||
Total stockholders’ equity |
470,052 | 501,853 | ||||||
|
|
|
|
|||||
Total liabilities and stockholders’ equity |
$ | 675,153 | $ | 697,318 | ||||
|
|
|
|
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Foundry revenue (includes related party revenue of $42,535 and $35,268, respectively) |
$ | 59,221 | $ | 54,184 | ||||
Biosecurity revenue: |
||||||||
Product |
8,707 | — | ||||||
Service |
8,729 | — | ||||||
|
|
|
|
|||||
Total revenue |
76,657 | 54,184 | ||||||
|
|
|
|
|||||
Costs and operating expenses: |
||||||||
Cost of Biosecurity product revenue |
6,705 | — | ||||||
Cost of Biosecurity service revenue |
8,906 | — | ||||||
Research and development |
159,767 | 96,299 | ||||||
General and administrative |
38,306 | 29,483 | ||||||
|
|
|
|
|||||
Total operating expenses |
213,684 | 125,782 | ||||||
|
|
|
|
|||||
Loss from operations |
(137,027 | ) | (71,598 | ) | ||||
Other income (expense), net: |
||||||||
Interest income |
2,582 | 5,756 | ||||||
Interest expense |
(2,385 | ) | (2,421 | ) | ||||
Loss on equity method investments |
(3,059 | ) | (46,936 | ) | ||||
Loss on investments |
(1,070 | ) | (7,797 | ) | ||||
Other income, net (includes $721 and $1,794, respectively, from related parties) |
16,125 | 3,161 | ||||||
|
|
|
|
|||||
Total other income (expense), net |
12,193 | (48,237 | ) | |||||
|
|
|
|
|||||
Loss before provision for income taxes |
(124,834 | ) | (119,835 | ) | ||||
Provision for income taxes |
1,889 | 22 | ||||||
|
|
|
|
|||||
Net loss and comprehensive loss |
(126,723 | ) | (119,857 | ) | ||||
Net loss and comprehensive loss attributable to non-controlling interest |
(114 | ) | (530 | ) | ||||
|
|
|
|
|||||
Net loss and comprehensive loss attributable to Ginkgo Bioworks, Inc. stockholders |
$ | (126,609 | ) | $ | (119,327 | ) | ||
|
|
|
|
|||||
Net loss per share attributable to Ginkgo Bioworks, Inc. common stockholders, basic and diluted |
$ | (16.18 | ) | $ | (15.29 | ) | ||
|
|
|
|
|||||
Weighted average common shares outstanding, basic and diluted |
7,824,465 | 7,802,141 | ||||||
|
|
|
|
Series B Convertible |
Series C Convertible |
Series D Convertible |
Series E Convertible |
|||||||||||||||||||||||||||||
Preferred Stock |
Preferred Stock |
Preferred Stock |
Preferred Stock |
|||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance as of December 31, 2018 |
4,138,185 | $ | 41 | 4,658,503 | $ | 47 | 6,146,911 | $ | 61 | — | $ | — | ||||||||||||||||||||
Exercise of stock options |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs of $4,830 |
— | — | — | — | — | — | 1,422,408 | 14 | ||||||||||||||||||||||||
Recognition of beneficial conversion feature related to issuance of convertible promissory notes |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Reacquisition of beneficial conversion feature related to convertible promissory notes |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Conversion of convertible promissory notes into Series E convertible preferred stock |
— | — | — | — | — | — | 1,408,934 | 14 | ||||||||||||||||||||||||
Vesting of restricted stock awards |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Repurchase of common stock |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Retirement of treasury stock |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Issuance of warrants to purchase convertible preferred stock |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Net loss and comprehensive loss |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of December 31, 2019 |
4,138,185 | $ | 41 | 4,658,503 | $ | 47 | 6,146,911 | $ | 61 | 2,831,342 | $ | 28 | ||||||||||||||||||||
Exercise of stock options |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs of $0 |
— | — | — | — | — | — | 628,663 | 7 | ||||||||||||||||||||||||
Vesting of restricted stock awards |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Net loss and comprehensive loss |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of December 31, 2020 |
4,138,185 | $ | 41 | 4,658,503 | $ | 47 | 6,146,911 | $ | 61 | 3,460,005 | $ | 35 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional Paid-In Capital |
Total Stockholders’ Equity |
|||||||||||||||||||||||||||||||
Common Stock |
Treasury Stock |
Accumulated Deficit |
Non-Controlling Interest |
|||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||
Balance as of December 31, 2018 |
8,555,710 | $ | 86 | (756,633 | ) | $ | (24,449 | ) | $ | 450,268 | $ | (221,942 | ) | $ | 9,320 | $ | 213,432 | |||||||||||||||
Exercise of stock options |
10,200 | — | — | — | 7 | — | — | 7 | ||||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs of $4,830 |
— | — | — | — | 208,787 | — | — | 208,801 | ||||||||||||||||||||||||
Recognition of beneficial conversion feature related to issuance of convertible promissory notes |
— | — | — | — | 198,957 | — | — | 198,957 | ||||||||||||||||||||||||
Reacquisition of beneficial conversion feature related to convertible promissory notes |
— | — | — | — | (211,608 | ) | — | — | (211,608 | ) | ||||||||||||||||||||||
Conversion of convertible promissory notes into Series E convertible preferred stock |
— | — | — | — | 211,594 | — | — | 211,608 | ||||||||||||||||||||||||
Vesting of restricted stock awards |
7,495 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Repurchase of common stock |
— | — | (10,000 | ) | (408 | ) | — | — | — | (408 | ) | |||||||||||||||||||||
Retirement of treasury stock |
(766,633 | ) | (7 | ) | 766,633 | 24,857 | (24,850 | ) | — | — | — | |||||||||||||||||||||
Issuance of warrants to purchase convertible preferred stock |
— | — | — | — | 150 | — | — | 150 | ||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | 771 | — | — | 771 |
Additional Paid-In Capital |
Total Stockholders’ Equity |
|||||||||||||||||||||||||||||||
Common Stock |
Treasury Stock |
Accumulated Deficit |
Non-Controlling Interest |
|||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||
Net loss and comprehensive loss |
— | — | — | — | — | (119,327 | ) | (530 | ) | (119,857 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of December 31, 2019 |
7,806,772 | $ | 79 | — | $ | — | $ | 834,076 | $ | (341,269 | ) | $ | 8,790 | $ | 501,853 | |||||||||||||||||
Exercise of stock options |
39,159 | — | — | — | 26 | — | — | 26 | ||||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs of $0 |
— | — | — | — | 94,413 | — | — | 94,420 | ||||||||||||||||||||||||
Vesting of restricted stock awards |
5,233 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | 476 | — | — | 476 | ||||||||||||||||||||||||
Net loss and comprehensive loss |
— | — | — | — | — | (126,609 | ) | (114 | ) | (126,723 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of December 31, 2020 |
7,851,164 | $ | 79 | — | $ | — | $ | 928,991 | $ | (467,878 | ) | $ | 8,676 | $ | 470,052 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Cash flow from operating activities: |
||||||||
Net loss |
$ | (126,723 | ) | $ | (119,857 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation and amortization |
13,864 | 10,755 | ||||||
Stock-based compensation |
476 | 771 | ||||||
Loss attributable to equity method investments |
3,059 | 46,936 | ||||||
Non-cash interest expense related to payments on lease financing obligations |
— | 51 | ||||||
Non-cash interest expense related to amortization of debt discount on convertible promissory notes |
— | 71 | ||||||
Gain on extinguishment of convertible promissory notes |
— | (71 | ) | |||||
Loss attributable to investments |
1,070 | 7,797 | ||||||
Accrued interest income on loan receivable |
— | (163 | ) | |||||
Gain on termination of Glycosyn, LLC agreement |
— | (1,530 | ) | |||||
Change in fair value of loans receivable |
(1,061 | ) | — | |||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable, net |
(13,233 | ) | 378 | |||||
Accounts receivable, net from related parties (Note 21) |
(995 | ) | (2,221 | ) | ||||
Prepaid expenses and other current assets |
(11,352 | ) | (4,031 | ) | ||||
Inventory, net |
(2,736 | ) | — | |||||
Other non-current assets |
1,834 | (2,361 | ) | |||||
Accounts payable |
7,019 | 664 | ||||||
Accrued expenses and other current liabilities |
8,665 | 4,170 | ||||||
Deferred revenue, current and non-current (includes $(22,253) and $3,112, respectively, from related parties) |
(19,423 | ) | 4,883 | |||||
Deferred rent, non-current |
1,045 | 9,095 | ||||||
Other non-current liabilities |
2,661 | — | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
(135,830 | ) | (44,663 | ) | ||||
Cash flow from investing activities: |
||||||||
Purchases of property and equipment |
(57,821 | ) | (22,219 | ) | ||||
Purchase of loan receivable from Access Bio, Inc. |
(10,000 | ) | — | |||||
Issuance of loans receivable |
(100 | ) | (2,250 | ) | ||||
Cash paid for investment in Synlogic, Inc. |
— | (50,133 | ) | |||||
Proceeds from loans receivable |
800 | — | ||||||
|
|
|
|
|||||
Net cash used in investing activities |
(67,121 | ) | (74,602 | ) | ||||
Cash flow from financing activities: |
||||||||
Proceeds from exercise of stock options |
26 | 7 | ||||||
Repurchase of common stock |
— | (408 | ) | |||||
Principal payment on capital lease obligations |
(598 | ) | (736 | ) | ||||
Proceeds from lease financing obligations |
— | 476 | ||||||
Principal payment on lease financing obligations |
(150 | ) | (92 | ) | ||||
Proceeds from issuance of convertible promissory notes, net of issuance costs |
— | 198,957 | ||||||
Proceeds from issuance of Series E convertible preferred stock, net of issuance costs |
91,040 | 212,181 | ||||||
|
|
|
|
|||||
Net cash provided by financing activities |
90,318 | 410,385 | ||||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
(112,633 | ) | 291,120 |
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Cash, cash equivalents and restricted cash, beginning of period |
$ | 498,510 | $ | 207,390 | ||||
|
|
|
|
|||||
Cash, cash equivalents and restricted cash, end of period |
$ | 385,877 | $ | 498,510 | ||||
|
|
|
|
|||||
Supplemental disclosure of cash flow information: |
||||||||
Cash paid for interest |
$ | 2,572 | $ | 2,348 | ||||
Cash paid for income taxes |
$ | — | $ | 31 | ||||
Supplemental disclosure of non-cash investing and financing activities: |
||||||||
Purchases of equipment through capital leases |
$ | — | $ | 406 | ||||
Purchases of property and equipment included in accounts payable and accrued expenses |
$ | 14,458 | $ | 605 | ||||
Conversion of convertible promissory notes into Series E convertible preferred stock |
$ | — | $ | 211,608 | ||||
Series E convertible preferred stock issuance costs included in accrued expenses |
$ | — | $ | 3,380 | ||||
Issuance of loan receivable upon amendment of Glycosyn, LLC agreement |
$ | — | $ | 2,744 | ||||
Allonnia, LLC equity interest received for intellectual property |
$ | — | $ | 24,480 | ||||
Loan receivable received as consideration under customer arrangement |
$ | 375 | $ | — |
As of December 31, |
||||||||
2020 |
2019 |
|||||||
Cash and cash equivalents |
$ | 380,801 | $ | 495,287 | ||||
Restricted cash |
5,076 | 3,223 | ||||||
|
|
|
|
|||||
Total cash, cash equivalents and restricted cash |
$ | 385,877 | $ | 498,510 | ||||
|
|
|
|
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 | |
Leasehold improvements |
Shorter of useful life or remaining lease term |
• | Level 1- Quoted prices (unadjusted) in active markets for identical assets or liabilities; |
• | Level 2- Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and |
• | Level 3- Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. |
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 equity method investments |
13,696 | 13,696 | — | — | ||||||||||||
Synlogic, Inc. warrant, 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 |
$ | 407,303 | $ | 386,233 | $ | 5,504 | $ | 15,566 | ||||||||
|
|
|
|
|
|
|
|
As of December 31, 2019 |
||||||||||||||||
Total |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
Assets: |
||||||||||||||||
Money market funds, included in cash and cash equivalents |
$ | 480,178 | $ | 480,178 | $ | — | $ | — | ||||||||
Synlogic, Inc. common stock, included in equity method investments |
16,359 | 16,359 | — | — | ||||||||||||
Synlogic, Inc. warrant, included in investments |
6,574 | — | 6,574 | — | ||||||||||||
Loan receivable, included in prepaid expenses and other current assets |
1,106 | — | — | 1,106 | ||||||||||||
Loan receivable, net of current portion |
3,724 | — | — | 3,724 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 507,941 | $ | 496,537 | $ | 6,574 | $ | 4,830 | ||||||||
|
|
|
|
|
|
|
|
Loans Receivable |
||||
Balance as of December 31, 2018 |
$ | 750 | ||
Issuance of loan receivable |
4,994 | |||
Change in fair value |
(914 | ) | ||
|
|
|||
Balance as of December 31, 2019 |
$ | 4,830 | ||
|
|
|||
Purchase of loan receivable |
10,000 | |||
Issuance of loans receivable |
475 | |||
Proceeds from loans receivable |
(800 | ) | ||
Change in fair value |
1,061 | |||
|
|
|||
Balance as of December 31, 2020 |
$ | 15,566 | ||
|
|
As of December 31, |
||||||||
2020 |
2019 |
|||||||
Prepaid expenses |
$ | 10,854 | $ | 2,553 | ||||
Prepaid inventory |
6,536 | — | ||||||
Loans receivable |
2,268 | 1,106 | ||||||
Other current assets |
1,441 | 5,301 | ||||||
|
|
|
|
|||||
Prepaid expenses and other current assets |
$ | 21,099 | $ | 8,960 | ||||
|
|
|
|
As of December 31, |
||||||||
2020 |
2019 |
|||||||
Finished goods |
$ | 2,756 | $ | — | ||||
Less: Inventory reserve |
(20 | ) | — | |||||
|
|
|
|
|||||
Inventory, net |
$ | 2,736 | $ | — | ||||
|
|
|
|
As of December 31, |
||||||||
2020 |
2019 |
|||||||
Facilities |
$ | 12,762 | $ | 12,762 | ||||
Furniture and fixtures |
2,165 | 1,031 | ||||||
Lab equipment |
51,072 | 38,093 | ||||||
Computer equipment and software |
6,204 | 2,442 | ||||||
Leasehold improvements |
40,435 | 29,369 | ||||||
Construction in progress |
42,575 | 894 | ||||||
|
|
|
|
|||||
Total property and equipment |
155,213 | 84,591 | ||||||
Less: Accumulated depreciation |
(33,778 | ) | (21,459 | ) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | 121,435 | $ | 63,132 | ||||
|
|
|
|
As of December 31, |
||||||||
2020 |
2019 |
|||||||
Investments: |
||||||||
Genomatica, Inc. preferred stock |
$ | 55,000 | $ | 55,000 | ||||
Synlogic, Inc. warrant |
5,504 | 6,574 | ||||||
|
|
|
|
|||||
Total |
$ | 60,504 | $ | 61,574 | ||||
|
|
|
|
|||||
Equity method investments: |
||||||||
Joyn Bio, LLC |
$ | 28,924 | $ | 29,320 | ||||
Synlogic, Inc. |
13,696 | 16,359 | ||||||
|
|
|
|
|||||
Total |
$ | 42,620 | $ | 45,679 | ||||
|
|
|
|
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Loss on investments: |
||||||||
Synlogic, Inc. warrant |
$ | (1,070 | ) | $ | (7,797 | ) | ||
|
|
|
|
|||||
Total |
$ | (1,070 | ) | $ | (7,797 | ) | ||
|
|
|
|
|||||
Loss on equity method investments: |
||||||||
Joyn Bio, LLC |
$ | (396 | ) | $ | (1,730 | ) | ||
Glycosyn, LLC |
— | (1,323 | ) | |||||
Synlogic, Inc. |
(2,663 | ) | (19,403 | ) | ||||
Allonnia, LLC |
— | (24,480 | ) | |||||
|
|
|
|
|||||
Total |
$ | (3,059 | ) | $ | (46,936 | ) | ||
|
|
|
|
As of December 31, |
||||||||
2020 |
2019 |
|||||||
Assets |
$ | 319,311 | $ | 397,280 | ||||
Liabilities |
$ | 42,441 | $ | 39,832 |
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Revenue |
$ | 545 | $ | 3,579 | ||||
Total operating expenses |
$ | (125,742 | ) | $ | (134,444 | ) | ||
Loss from operations |
$ | (125,197 | ) | $ | (130,865 | ) | ||
Net loss |
$ | (123,480 | ) | $ | (125,290 | ) |
Gross Carrying Value |
Accumulated Amortization |
Net |
||||||||||
Balances as of December 31, 2020 |
||||||||||||
Acquired technology |
$ | 5,490 | $ | (2,196 | ) | $ | 3,294 | |||||
Balances as of December 31, 2019 |
||||||||||||
Acquired technology |
$ | 5,490 | $ | (1,647 | ) | $ | 3,843 |
10. |
Accrued Expenses and Other Current Liabilities |
As of December 31, |
||||||||
2020 |
2019 |
|||||||
Accrued compensation and benefits |
$ | 3,037 | $ | 4,864 | ||||
Accrued professional fees |
6,381 | 4,398 | ||||||
Accrued financing costs |
— | 3,380 | ||||||
Capital lease obligation |
485 | 598 | ||||||
Accrued property and equipment |
10,017 | 597 | ||||||
Accrued lab supplies |
4,276 | 535 | ||||||
Accrued external research and development expenses |
3,907 | 423 | ||||||
Other current liabilities |
2,402 | 1,021 | ||||||
|
|
|
|
|||||
Accrued expenses and other current liabilities |
$ | 30,505 | $ | 15,816 | ||||
|
|
|
|
Years Ending December 31, |
Minimum Lease Payments |
|||
2021 |
$ | 16,688 | ||
2022 |
19,089 | |||
2023 |
21,205 | |||
2024 |
21,962 | |||
2025 |
22,497 | |||
Thereafter |
79,647 | |||
|
|
|||
Total |
$ | 181,088 | ||
|
|
Years Ending December 31, |
Minimum Lease Payments |
|||
2021 |
$ | 500 | ||
2022 |
238 | |||
2023 |
102 | |||
2024 |
— | |||
2025 |
— | |||
Thereafter |
— | |||
|
|
|||
Total noncancelable payments |
$ | 840 | ||
Less: Imputed interest expense |
(43 | ) | ||
|
|
|||
Present value of future minimum lease payments |
$ | 797 | ||
|
|
Contract Years |
Minimum Purchase Commitment |
|||
October 1, 2019 - September 30, 2020 |
$ | 10,000 | ||
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 |
$ | 109,000 | ||
|
|
12. |
Convertible Promissory Notes |
13. |
Convertible Preferred Stock |
As of December 31, 2020 |
||||||||||||||||||||
Preferred Stock Authorized |
Preferred Stock Issued and Outstanding |
Carrying Value |
Liquidation Value |
Common Stock Issuable Upon Conversion |
||||||||||||||||
Series B |
4,143,251 | 4,138,185 | $ | 41 | $ | 53,093 | 4,138,185 | |||||||||||||
Series C |
4,658,503 | 4,658,503 | 47 | 98,900 | 4,658,503 | |||||||||||||||
Series D |
6,162,631 | 6,146,911 | 61 | 293,269 | 6,146,911 | |||||||||||||||
Series E |
4,172,102 | 3,460,005 | 35 | 519,658 | 3,460,005 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
19,136,487 | 18,403,604 | $ | 184 | $ | 964,920 | 18,403,604 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019 |
||||||||||||||||||||
Preferred Stock Authorized |
Preferred Stock Issued and Outstanding |
Carrying Value |
Liquidation Value |
Common Stock Issuable Upon Conversion |
||||||||||||||||
Series B |
4,143,251 | 4,138,185 | $ | 41 | $ | 53,093 | 4,138,185 | |||||||||||||
Series C |
4,658,503 | 4,658,503 | 47 | 98,900 | 4,658,503 | |||||||||||||||
Series D |
6,162,631 | 6,146,911 | 61 | 293,269 | 6,146,911 | |||||||||||||||
Series E |
2,907,037 | 2,831,342 | 28 | 425,239 | 2,831,342 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
17,871,422 | 17,774,941 | $ | 177 | $ | 870,501 | 17,774,941 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
14. |
Common Stock |
As of December 31, |
||||||||
2020 |
2019 |
|||||||
Shares reserved for Series B Preferred Stock outstanding |
4,138,185 | 4,138,185 | ||||||
Shares reserved for future issuances of Series B Preferred Stock attached to warrants to purchase Series B Preferred Stock |
5,066 | 5,066 | ||||||
Shares reserved for Series C Preferred Stock outstanding |
4,658,503 | 4,658,503 | ||||||
Shares reserved for Series D Preferred Stock outstanding |
6,146,911 | 6,146,911 | ||||||
Shares reserved for future issuances of Series D Preferred Stock attached to warrants to purchase Series D Preferred Stock |
15,720 | 15,720 | ||||||
Shares reserved for Series E Preferred Stock outstanding |
3,460,005 | 2,831,342 | ||||||
Shares reserved for exercises of outstanding stock options under the 2008 Stock Incentive Plan |
679,596 | 718,755 | ||||||
Shares reserved for vesting of restricted stock units under the 2014 Stock Incentive Plan |
2,545,458 | 1,428,674 | ||||||
Shares reserved for issuances under the 2014 Stock Incentive Plan |
97,462 | 369,246 | ||||||
|
|
|
|
|||||
Total common stock reserved for future issuances |
21,746,906 | 20,312,402 | ||||||
|
|
|
|
15. |
Stock-Based Compensation |
Number of Shares |
Weighted Average Exercise Price per Share |
Weighted Average Remaining Contractual Term |
Aggregate Intrinsic Value(1) |
|||||||||||||
(in years) | (in thousands) | |||||||||||||||
Outstanding as of December 31, 2019 |
718,755 | $ | 0.67 | 4.20 | $ | 79,915 | ||||||||||
Exercised |
(39,159 | ) | 0.67 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Outstanding as of December 31, 2020 |
679,596 | $ | 0.66 | 3.20 | $ | 131,370 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Exercisable as of December 31, 2020 |
679,596 | $ | 0.66 | 3.20 | $ | 131,370 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
(1) The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the common stock for those stock options that had exercise prices lower than the estimated fair value of the common stock as of December 31, 2020 and 2019. | |
Number of Shares |
Weighted Average Grant Date Fair Value |
|||||||
Nonvested as of December 31, 2019 |
1,428,674 | $ | 48.35 | |||||
Granted |
1,165,119 | 131.64 | ||||||
Forfeited |
(48,335 | ) | 92.94 | |||||
|
|
|
|
|||||
Nonvested as of December 31, 2020 |
2,545,458 | $ | 85.63 | |||||
|
|
|
|
Number of Shares |
Weighted Average Grant Date Fair Value |
|||||||
Nonvested as of December 31, 2019 |
13,771 | $ | 97.63 | |||||
Vested |
(5,233 | ) | 97.63 | |||||
|
|
|
|
|||||
Nonvested as of December 31, 2020 |
8,538 | $ | 97.63 | |||||
|
|
|
|
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Research and development |
$ | 79 | $ | 64 | ||||
General and administrative |
397 | 707 | ||||||
|
|
|
|
|||||
Total |
$ | 476 | $ | 771 | ||||
|
|
|
|
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Food and nutrition |
35 | % | 39 | % | ||||
Industrial and environmental |
29 | % | 13 | % | ||||
Agriculture |
13 | % | 18 | % | ||||
Consumer and technology |
12 | % | 19 | % | ||||
Other |
11 | % | 11 | % | ||||
|
|
|
|
|||||
Total |
100 | % | 100 | % | ||||
|
|
|
|
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
North America |
95 | % | 95 | % | ||||
Rest of world |
5 | % | 5 | % | ||||
|
|
|
|
|||||
Total |
100 | % | 100 | % | ||||
|
|
|
|
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Domestic |
$ | (124,834 | ) | $ | (119,835 | ) | ||
Foreign |
— | — | ||||||
|
|
|
|
|||||
Total |
$ | (124,834 | ) | $ | (119,835 | ) | ||
|
|
|
|
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Income tax expense: |
||||||||
Current federal income tax |
$ | — | $ | — | ||||
Current state income tax |
26 | 22 | ||||||
Deferred federal income tax |
581 | — | ||||||
Deferred state income tax |
1,282 | — | ||||||
|
|
|
|
|||||
Income tax expense |
$ | 1,889 | $ | 22 | ||||
|
|
|
|
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Tax expense computed at the federal statutory rate |
21.0 | % | 21.0 | % | ||||
State taxes |
4.5 | % | 4.2 | % | ||||
Change in valuation allowance |
(31.3 | %) | (25.2 | %) | ||||
Equity investments |
(0.6 | %) | (5.7 | %) | ||||
Tax credits |
4.8 | % | 4.4 | % | ||||
Non-deductible expenses |
(0.2 | %) | (0.1 | %) | ||||
Other expenses |
0.3 | % | 1.4 | % | ||||
|
|
|
|
|||||
Total income tax expense |
(1.5 | %) | 0.0 | % | ||||
|
|
|
|
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Deferred tax assets: |
||||||||
Net operating loss carryforwards |
$ | 91,467 | $ | 61,300 | ||||
Tax credit carryforwards |
20,338 | 14,443 | ||||||
Accrued expenses |
1,265 | 390 | ||||||
Deferred revenue |
28,590 | 29,575 | ||||||
Amortizable intangibles |
4,198 | 3,218 | ||||||
Tenant allowance |
2,206 | 2,174 | ||||||
|
|
|
|
|||||
Deferred tax assets before valuation allowance |
148,064 | 111,100 | ||||||
Valuation allowance |
(143,827 | ) | (104,745 | ) | ||||
|
|
|
|
|||||
Deferred tax assets |
4,237 | 6,355 | ||||||
Deferred tax liabilities: |
||||||||
Equity-based compensation |
— | (88 | ) | |||||
Property and equipment |
(830 | ) | (862 | ) | ||||
Basis differences |
(5,270 | ) | (5,405 | ) | ||||
|
|
|
|
|||||
Deferred tax liabilities |
(6,100 | ) | (6,355 | ) | ||||
|
|
|
|
|||||
Net deferred taxes |
$ | (1,863 | ) | $ | — | |||
|
|
|
|
Beginning of Period |
Additions |
Reductions/ Charges |
End of Period |
|||||||||||||
Deferred tax assets valuation allowance: |
||||||||||||||||
Year Ended December 31, 2020 |
$ | 104,745 | $ | 39,082 | $ | — | $ | 143,827 | ||||||||
Year Ended December 31, 2019 |
$ | 74,511 | $ | 30,234 | $ | — | $ | 104,745 |
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Series B Preferred Stock |
4,138,185 | 4,138,185 | ||||||
Series C Preferred Stock |
4,658,503 | 4,658,503 | ||||||
Series D Preferred Stock |
6,146,911 | 6,146,911 | ||||||
Series E Preferred Stock |
3,460,005 | 2,831,342 | ||||||
Warrants to purchase Series B Preferred Stock |
5,066 | 5,066 | ||||||
Warrants to purchase Series D Preferred Stock |
15,720 | 15,720 | ||||||
Outstanding stock options |
679,596 | 718,755 | ||||||
Unvested RSUs |
2,545,458 | 1,428,674 | ||||||
Unvested RSAs |
8,538 | 13,771 |
21. |
Related Parties |
Joyn |
Motif |
Genomatica |
Allonnia |
Synlogic |
Total |
|||||||||||||||||||
Balances as of December 31, 2020 |
||||||||||||||||||||||||
Accounts receivable, net |
$ | — | $ | 2,403 | $ | 1,500 | $ | 1,309 | $ | — | $ |
5,212 |
||||||||||||
Prepaid expenses and other current assets |
$ | 24 | $ | 232 | $ | — | $ | 13 | $ | — | $ |
269 |
||||||||||||
Deferred revenue, current and non-current |
$ | 9,862 | $ | 53,952 | $ | 30,128 | $ | 26,064 | $ | 72 | $ |
120,078 |
||||||||||||
Balances as of December 31, 2019 |
||||||||||||||||||||||||
Accounts receivable, net |
$ | 163 | $ | 4,054 | $ | — | $ | — | $ | — | $ |
4,217 |
||||||||||||
Deferred revenue, current and non-current |
$ | 17,135 | $ | 62,513 | $ | 38,059 | $ | 24,480 | $ | 144 | $ |
142,331 |
Joyn |
Motif |
Genomatica |
Allonnia |
Synlogic |
Glycosyn |
Total |
||||||||||||||||||||||
For the Year Ended December 31, 2020 |
||||||||||||||||||||||||||||
Foundry revenue |
$ | 7,273 | $ | 20,798 | $ | 9,431 | $ | 4,960 | $ | 73 | $ | — | $ |
42,535 |
||||||||||||||
Other income, net |
$ | 407 | $ | 314 | $ | — | $ | — | $ | — | $ | — | $ |
721 |
||||||||||||||
For the Year Ended December 31, 2019 |
||||||||||||||||||||||||||||
Foundry revenue |
$ | 9,349 | $ | 18,986 | $ | 6,248 | $ | — | $ | 17 | $ | 668 | $ |
35,268 |
||||||||||||||
Interest income |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | 163 | $ |
163 |
||||||||||||||
Other income, net |
$ | 222 | $ | 42 | $ | — | $ | — | $ | — | $ | 1,530 | $ |
1,794 |
Joyn |
Motif |
Genomatica |
Allonnia |
Synlogic |
Glycosyn |
Total |
||||||||||||||||||||||
For the Year Ended December 31, 2020 |
||||||||||||||||||||||||||||
Accounts receivable, net |
$ | 163 | $ | 1,651 | $ | (1,500 | ) | $ | (1,309 | ) | $ | — | $ | — | $ |
(995 |
) | |||||||||||
Prepaid expenses and other current assets |
$ | (24 | ) | $ | (232 | ) | $ | — | $ | (13 | ) | $ | — | $ | — | $ |
(269 |
) | ||||||||||
Deferred revenue, current and non-current |
$ | (7,273 | ) | $ | (8,561 | ) | $ | (7,931 | ) | $ | 1,584 | $ | (72 | ) | $ | — | $ |
(22,253 |
) | |||||||||
For the Year Ended December 31, 2019 |
||||||||||||||||||||||||||||
Accounts receivable, net |
$ | (54 | ) | $ | (2,035 | ) | $ | 8 | $ | — | $ | — | $ | (140 | ) | $ |
(2,221 |
) | ||||||||||
Deferred revenue, current and non-current |
$ | 5,719 | $ | 9 | $ | (2,232 | ) | $ | — | $ | 144 | $ | (528 | ) | $ |
3,112 |
As of June 30, |
As of December 31, |
|||||||
2021 |
2020 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 235,893 | $ | 380,801 | ||||
Accounts receivable, net |
19,583 | 16,694 | ||||||
Accounts receivable, net from related parties |
8,802 | 5,212 | ||||||
Inventory, net |
2,716 | 2,736 | ||||||
Prepaid expenses and other current assets |
17,072 | 21,099 | ||||||
|
|
|
|
|||||
Total current assets |
284,066 | 426,542 | ||||||
Property and equipment, net |
145,884 | 121,435 | ||||||
Investments |
64,912 | 60,504 | ||||||
Equity method investments |
45,214 | 42,620 | ||||||
Intangible assets, net |
3,020 | 3,294 | ||||||
Goodwill |
1,857 | 1,857 | ||||||
Loans receivable, net of current portion |
16,653 | 13,298 | ||||||
Other non-current assets |
25,439 | 5,603 | ||||||
|
|
|
|
|||||
Total assets |
$ | 587,045 | $ | 675,153 | ||||
|
|
|
|
|||||
Liabilities and Stockholders’ Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 2,767 | $ | 13,893 | ||||
Accrued expenses and other current liabilities |
47,024 | 30,505 | ||||||
Deferred revenue (includes $23,014 and $22,101, respectively, from related parties) |
31,300 | 28,823 | ||||||
|
|
|
|
|||||
Total current liabilities |
81,091 | 73,221 | ||||||
Non-current liabilities: |
||||||||
Deferred rent, net of current portion |
13,592 | 12,678 | ||||||
Deferred revenue, net of current portion (includes $111,664 and $97,977, respectively, from related parties) |
115,403 | 99,652 | ||||||
Lease financing obligation |
16,358 | 16,518 | ||||||
Other non-current liabilities |
4,815 | 3,032 | ||||||
|
|
|
|
|||||
Total liabilities |
231,259 | 205,101 | ||||||
|
|
|
|
|||||
Commitments and contingencies (Note 10) |
||||||||
Stockholders’ equity: |
||||||||
Series B convertible preferred stock, $0.01 par value; 4,143,251 shares authorized as of June 30, 2021 and December 31, 2020; 4,138,185 shares issued and outstanding as of June 30, 2021 and December 31, 2020; liquidation value as of June 30, 2021 and December 31, 2020 of $53,093 |
41 | 41 | ||||||
Series C convertible preferred stock, $0.01 par value; 4,658,503 shares authorized, issued and outstanding as of June 30, 2021 and December 31, 2020; liquidation value as of June 30, 2021 and December 31, 2020 of $98,900 |
47 | 47 | ||||||
Series D convertible preferred stock, $0.01 par value; 6,162,631 shares authorized as of June 30, 2021 and December 31, 2020; 6,162,631 and 6,146,911 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively; liquidation value of $294,019 and $293,269 as of June 30, 2021 and December 31, 2020, respectively |
61 | 61 |
As of June 30, |
As of December 31, |
|||||||
2021 |
2020 |
|||||||
Series E convertible preferred stock, $0.01 par value; 4,172,102 shares authorized as of June 30, 2021 and December 31, 2020; 3,460,005 shares issued and outstanding as of June 30, 2021 and December 31, 2020; liquidation value as of June 30, 2021 and December 31, 2020 of $519,658 |
35 | 35 | ||||||
Common stock, $0.01 par value; 35,000,000 shares authorized as of June 30, 2021 and December 31, 2020; 7,940,789 and 7,859,702 shares issued as of June 30, 2021 and December 31, 2020, respectively; 7,934,658 and 7,851,164 shares outstanding as of June 30, 2021 and December 31, 2020, respectively |
79 | 79 | ||||||
Additional paid in capital |
943,967 | 928,991 | ||||||
Accumulated deficit |
(595,388 | ) | (467,878 | ) | ||||
|
|
|
|
|||||
Total Ginkgo Bioworks, Inc. stockholders’ equity |
348,842 | 461,376 | ||||||
Non-controlling interest |
6,944 | 8,676 | ||||||
|
|
|
|
|||||
Total stockholders’ equity |
355,786 | 470,052 | ||||||
|
|
|
|
|||||
Total liabilities and stockholders’ equity |
$ | 587,045 | $ | 675,153 | ||||
|
|
|
|
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Foundry revenue (includes related party revenue of $23,622 and $22,514, respectively) |
$ | 44,096 | $ | 31,297 | ||||
Biosecurity revenue: |
||||||||
Product |
6,130 | — | ||||||
Service |
37,507 | — | ||||||
|
|
|
|
|||||
Total revenue |
87,733 | 31,297 | ||||||
|
|
|
|
|||||
Costs and operating expenses: |
||||||||
Cost of Biosecurity product revenue |
11,755 | — | ||||||
Cost of Biosecurity service revenue |
29,055 | — | ||||||
Research and development |
111,616 | 62,506 | ||||||
General and administrative |
52,367 | 15,517 | ||||||
|
|
|
|
|||||
Total operating expenses |
204,793 | 78,023 | ||||||
|
|
|
|
|||||
Loss from operations |
(117,060 | ) | (46,726 | ) | ||||
Other expense, net: |
||||||||
Interest income |
220 | 2,247 | ||||||
Interest expense |
(1,173 | ) | (1,203 | ) | ||||
Loss on equity method investments |
(22,001 | ) | (5,401 | ) | ||||
Gain (loss) on investments |
4,408 | (1,401 | ) | |||||
Other income, net |
5,774 | 161 | ||||||
|
|
|
|
|||||
Total other expense, net |
(12,772 | ) | (5,597 | ) | ||||
|
|
|
|
|||||
Loss before income taxes |
(129,832 | ) | (52,323 | ) | ||||
Income tax (benefit) provision |
(590 | ) | 1,875 | |||||
|
|
|
|
|||||
Net loss and comprehensive loss |
(129,242 | ) | (54,198 | ) | ||||
|
|
|
|
|||||
Net loss and comprehensive loss attributable to non-controlling interest |
(1,732 | ) | (568 | ) | ||||
|
|
|
|
|||||
Net loss and comprehensive loss attributable to Ginkgo Bioworks, Inc. stockholders |
$ | (127,510 | ) | $ | (53,630 | ) | ||
|
|
|
|
|||||
Net loss per share attributable to Ginkgo Bioworks, Inc. common stockholders, basic and diluted |
$ | (16.12 | ) | $ | (6.87 | ) | ||
|
|
|
|
|||||
Weighted average common shares outstanding, basic and diluted |
7,907,771 | 7,810,632 | ||||||
|
|
|
|
Series B Convertible Preferred Stock |
Series C Convertible Preferred Stock |
Series D Convertible Preferred Stock |
Series E Convertible Preferred Stock |
|||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance as of December 31, 2019 |
4,138,185 | $ | 41 | 4,658,503 | $ | 47 | 6,146,911 | $ | 61 | 2,831,342 | $ | 28 | ||||||||||||||||||||
Exercise of common stock options |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs of $0 |
— | — | — | — | — | — | 479,391 | 5 | ||||||||||||||||||||||||
Vesting of restricted stock awards |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Net loss and comprehensive loss |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of June 30, 2020 |
4,138,185 | $ | 41 | 4,658,503 | $ | 47 | 6,146,911 | $ | 61 | 3,310,733 | $ | 33 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of December 31, 2020 |
4,138,185 | $ | 41 | 4,658,503 | $ | 47 | 6,146,911 | $ | 61 | 3,460,005 | $ | 35 | ||||||||||||||||||||
Exercise of stock options |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Vesting of restricted stock awards |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Issuance of warrants to purchase convertible preferred stock |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Issuance of Series D convertible preferred stock upon exercise of warrants |
— | — | — | — | 15,720 | — | — | — | ||||||||||||||||||||||||
Net loss and comprehensive loss |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of June 30, 2021 |
4,138,185 | $ | 41 | 4,658,503 | $ | 47 | 6,162,631 | $ | 61 | 3,460,005 | $ | 35 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Non- Controlling Interest |
Total Stockholders’ Equity |
||||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||||||
Balance as of December 31, 2019 |
7,806,772 | $ | 79 | $ | 834,076 | $ | (341,269 | ) | $ | 8,790 | $ | 501,853 | ||||||||||||
Exercise of common stock options |
16,595 | — | 12 | — | — | 12 | ||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs of $0 |
— | — | 71,995 | — | — | 72,000 | ||||||||||||||||||
Vesting of restricted stock awards |
2,823 | — | — | — | — | — | ||||||||||||||||||
Stock-based compensation expense |
— | — | 240 | — | — | 240 | ||||||||||||||||||
Net loss and comprehensive loss |
— | — | — | (53,630 | ) | (568 | ) | (54,198 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of June 30, 2020 |
7,826,190 | $ | 79 | $ | 906,323 | $ | (394,899 | ) | $ | 8,222 | $ | 519,907 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of December 31, 2020 |
7,851,164 | $ | 79 | $ | 928,991 | $ | (467,878 | ) | $ | 8,676 | $ | 470,052 | ||||||||||||
Exercise of stock options |
81,087 | — | 39 | — | — | 39 | ||||||||||||||||||
Vesting of restricted stock awards |
2,407 | — | — | — | — | — | ||||||||||||||||||
Stock-based compensation expense |
— | — | 14,637 | — | — | 14,637 | ||||||||||||||||||
Issuance of warrants to purchase convertible preferred stock |
— | — | 300 | — | — | 300 | ||||||||||||||||||
Issuance of Series D convertible preferred stock upon exercise of warrants |
— | — | — | — | — | — | ||||||||||||||||||
Net loss and comprehensive loss |
— | — | — | (127,510 | ) | (1,732 | ) | (129,242 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of June 30, 2021 |
7,934,658 | $ | 79 | $ | 943,967 | $ | (595,388 | ) | $ | 6,944 | $ | 355,786 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Cash flow from operating activities: |
||||||||
Net loss |
$ | (129,242 | ) | $ | (54,198 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation and amortization |
12,794 | 6,333 | ||||||
Stock-based compensation |
14,637 | 240 | ||||||
Loss attributable to equity method investments |
22,001 | 5,401 | ||||||
(Gain) loss attributable to investments |
(4,408 | ) | 1,401 | |||||
Gain on change in fair value of loans receivable |
(4,384 | ) | (108 | ) | ||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable, net |
(2,889 | ) | 2,124 | |||||
Accounts receivable, net from related parties |
(3,590 | ) | 1,215 | |||||
Prepaid expenses and other current assets |
4,854 | (1,542 | ) | |||||
Inventory, net |
20 | — | ||||||
Other non-current assets |
(55 | ) | 2,361 | |||||
Accounts payable |
(7,321 | ) | 1,427 | |||||
Accrued expenses and other current liabilities |
19,139 | (3,402 | ) | |||||
Deferred revenue, current and non-current (includes $(9,995) and $(14,564), respectively, from related parties) |
(6,067 | ) | (14,302 | ) | ||||
Deferred rent, non-current |
914 | (33 | ) | |||||
Other non-current liabilities |
555 | 1,862 | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
(83,042 | ) | (51,221 | ) | ||||
|
|
|
|
|||||
Cash flow from investing activities: |
||||||||
Purchases of property and equipment |
(45,969 | ) | (9,741 | ) | ||||
Issuance of loan receivable |
— | (100 | ) | |||||
Proceeds from loan receivable |
202 | 111 | ||||||
Prepayment for acquisition of Dutch DNA Biotech B.V. |
(1,210 | ) | — | |||||
|
|
|
|
|||||
Net cash used in investing activities |
(46,977 | ) | (9,730 | ) | ||||
|
|
|
|
|||||
Cash flow from financing activities: |
||||||||
Proceeds from exercise of stock options |
39 | 12 | ||||||
Principal payment on capital lease obligations |
(339 | ) | (336 | ) | ||||
Principal payment on lease financing obligations |
(109 | ) | (59 | ) | ||||
Proceeds from issuance of Series E convertible preferred stock, net of issuance costs |
— | 68,620 | ||||||
Payment of deferred offering costs |
(2,147 | ) | — | |||||
|
|
|
|
|||||
Net cash (used in) provided by financing activities |
(2,556 | ) | 68,237 | |||||
|
|
|
|
|||||
Net (decrease) increase in cash, cash equivalents and restricted cash |
(132,575 | ) | 7,286 | |||||
Cash, cash equivalents and restricted cash, beginning of period |
385,877 | 498,510 | ||||||
|
|
|
|
|||||
Cash, cash equivalents and restricted cash, end of period |
$ | 253,302 | $ | 505,796 | ||||
|
|
|
|
|||||
Supplemental disclosure of non-cash investing and financing activities: |
||||||||
Purchases of equipment through capital leases |
$ | 1,981 | $ | — | ||||
Purchases of property and equipment included in accounts payable and accrued expenses |
$ | 3,477 | $ | 8,511 | ||||
Deferred offering costs in accrued expenses |
$ | 4,091 | $ | — | ||||
Allonnia, LLC equity interest received for intellectual property |
$ | 12,698 | $ | — | ||||
Kalo Ingredients, LLC equity interest received for intellectual property |
$ | 11,897 | $ | — | ||||
Loan receivable received as consideration under customer arrangement |
$ | — | $ | 225 |
As of June 30, |
||||||||
2021 |
2020 |
|||||||
Cash and cash equivalents |
$ | 235,893 | $ | 502,591 | ||||
Restricted cash |
17,409 | 3,205 | ||||||
|
|
|
|
|||||
Total cash, cash equivalents and restricted cash |
$ | 253,302 | $ | 505,796 | ||||
|
|
|
|
As of June 30, 2021 |
||||||||||||||||
Total |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
Assets: |
||||||||||||||||
Money market funds, included in cash and cash equivalents |
$ | 223,277 | $ | 223,277 | $ | — | $ | — | ||||||||
Synlogic, Inc. common stock, included in equity method investments |
24,665 | 24,665 | — | — | ||||||||||||
Synlogic, Inc. warrant, included in investments |
9,912 | — | 9,912 | — | ||||||||||||
Loans receivable, included in prepaid expenses and other current assets |
3,095 | — | — | 3,095 | ||||||||||||
Loans receivable, net of current portion |
16,653 | — | — | 16,653 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 277,602 | $ | 247,942 | $ | 9,912 | $ | 19,748 | ||||||||
|
|
|
|
|
|
|
|
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 equity method investments |
13,696 | 13,696 | — | — | ||||||||||||
Synlogic, Inc. warrant, 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 |
$ | 407,303 | $ | 386,233 | $ | 5,504 | $ | 15,566 | ||||||||
|
|
|
|
|
|
|
|
Loans Receivable |
||||
Balance as of December 31, 2019 |
$ | 4,830 | ||
Issuance of loans receivable |
325 | |||
Proceeds from loans receivable |
(111 | ) | ||
Change in fair value |
108 | |||
|
|
|||
Balance as of June 30, 2020 |
$ | 5,152 | ||
|
|
|||
Balance as of December 31, 2020 |
$ | 15,566 | ||
Proceeds from loan receivable |
(202 | ) | ||
Change in fair value |
4,384 | |||
|
|
|||
Balance as of June 30, 2021 |
$ | 19,748 | ||
|
|
As of June 30, |
As of December 31, |
|||||||
2021 |
2020 |
|||||||
Finished goods |
$ | 2,566 | $ | 2,756 | ||||
Raw materials |
269 | — | ||||||
Less: Inventory reserve |
(119 | ) | (20 | ) | ||||
|
|
|
|
|||||
Inventory, net |
$ | 2,716 | $ | 2,736 | ||||
|
|
|
|
As of June 30, |
As of December 31, |
|||||||
2021 |
2020 |
|||||||
Facilities |
$ | 12,762 | $ | 12,762 | ||||
Furniture and fixtures |
3,860 | 2,165 | ||||||
Lab equipment |
100,117 | 51,072 | ||||||
Computer equipment and software |
9,126 | 6,204 | ||||||
Leasehold improvements |
44,953 | 40,435 | ||||||
Construction in progress |
20,921 | 42,575 | ||||||
|
|
|
|
|||||
Total property and equipment |
191,739 | 155,213 | ||||||
Less: Accumulated depreciation |
(45,855 | ) | (33,778 | ) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | 145,884 | $ | 121,435 | ||||
|
|
|
|
As of June 30, |
As of December 31, |
|||||||
2021 |
2020 |
|||||||
Investments: |
||||||||
Genomatica, Inc. preferred stock |
$ | 55,000 | $ | 55,000 | ||||
Synlogic, Inc. warrant |
9,912 | 5,504 | ||||||
|
|
|
|
|||||
Total |
$ | 64,912 | $ | 60,504 | ||||
|
|
|
|
|||||
Equity method investments: |
||||||||
Joyn Bio, LLC |
$ | 20,549 | $ | 28,924 | ||||
Synlogic, Inc. |
24,665 | 13,696 | ||||||
|
|
|
|
|||||
Total |
$ | 45,214 | $ | 42,620 | ||||
|
|
|
|
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Gain (loss) on investments: |
||||||||
Synlogic, Inc. warrant |
$ | 4,408 | $ | (1,401 | ) | |||
|
|
|
|
|||||
Total |
$ | 4,408 | $ | (1,401 | ) | |||
|
|
|
|
|||||
(Loss) gain on equity method investments: |
||||||||
Joyn Bio, LLC |
$ | (8,375 | ) | $ | (1,914 | ) | ||
Synlogic, Inc. |
10,969 | (3,487 | ) | |||||
Allonnia, LLC |
(12,698 | ) | — | |||||
Kalo Ingredients, LLC |
(11,897 | ) | — | |||||
|
|
|
|
|||||
Total |
$ | (22,001 | ) | $ | (5,401 | ) | ||
|
|
|
|
Gross Carrying Value |
Accumulated Amortization |
Net |
||||||||||
Balances as of June 30, 2021 |
||||||||||||
Acquired technology |
$ | 5,490 | $ | (2,470 | ) | $ | 3,020 | |||||
Balances as of December 31, 2020 |
||||||||||||
Acquired technology |
$ | 5,490 | $ | (2,196 | ) | $ | 3,294 |
As of June 30, 2021 |
||||||||||||||||||||
Preferred Stock Authorized |
Preferred Stock Issued and Outstanding |
Carrying Value |
Liquidation Value |
Common Stock Issuable Upon Conversion |
||||||||||||||||
Series B |
4,143,251 | 4,138,185 | $ | 41 | $ | 53,093 | 4,138,185 | |||||||||||||
Series C |
4,658,503 | 4,658,503 | 47 | 98,900 | 4,658,503 | |||||||||||||||
Series D |
6,162,631 | 6,162,631 | 61 | 294,019 | 6,162,631 | |||||||||||||||
Series E |
4,172,102 | 3,460,005 | 35 | 519,658 | 3,460,005 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
19,136,487 | 18,419,324 | $ | 184 | $ | 965,670 | 18,419,324 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020 |
||||||||||||||||||||
Preferred Stock Authorized |
Preferred Stock Issued and Outstanding |
Carrying Value |
Liquidation Value |
Common Stock Issuable Upon Conversion |
||||||||||||||||
Series B |
4,143,251 | 4,138,185 | $ | 41 | $ | 53,093 | 4,138,185 | |||||||||||||
Series C |
4,658,503 | 4,658,503 | 47 | 98,900 | 4,658,503 | |||||||||||||||
Series D |
6,162,631 | 6,146,911 | 61 | 293,269 | 6,146,911 | |||||||||||||||
Series E |
4,172,102 | 3,460,005 | 35 | 519,658 | 3,460,005 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
19,136,487 | 18,403,604 | $ | 184 | $ | 964,920 | 18,403,604 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
As of June 30, |
As of December 31, |
|||||||
2021 |
2020 |
|||||||
Shares reserved for Series B Preferred Stock outstanding |
4,138,185 | 4,138,185 | ||||||
Shares reserved for future issuances of Series B Preferred Stock attached to warrants to purchase Series B Preferred Stock |
5,066 | 5,066 | ||||||
Shares reserved for Series C Preferred Stock outstanding |
4,658,503 | 4,658,503 | ||||||
Shares reserved for Series D Preferred Stock outstanding |
6,162,631 | 6,146,911 | ||||||
Shares reserved for future issuances of Series D Preferred Stock attached to warrants to purchase Series D Preferred Stock |
— | 15,720 | ||||||
Shares reserved for Series E Preferred Stock outstanding |
3,460,005 | 3,460,005 | ||||||
Shares reserved for future issuances of Series E Preferred Stock attached to warrants to purchase Series E Preferred Stock |
8,323 | — | ||||||
Shares reserved for exercises of outstanding stock options under the 2008 and 2014 Stock Incentive Plans |
598,509 | 679,596 | ||||||
Shares reserved for vesting of restricted stock units under the 2014 Stock Incentive Plan |
3,094,017 | 2,545,458 | ||||||
Shares reserved for issuances under the 2014 Stock Incentive Plan |
363,085 | 97,462 | ||||||
|
|
|
|
|||||
Total common stock reserved for future issuances |
22,488,324 | 21,746,906 | ||||||
|
|
|
|
Number of Shares |
Weighted Average Exercise Price per Share |
Weighted Average Remaining Contractual Term |
Aggregate Intrinsic Value(1) |
|||||||||||||
(in years) | (in thousands) | |||||||||||||||
Outstanding as of December 31, 2020 |
679,596 | $ | 0.66 | 3.20 | $ | 131,370 | ||||||||||
Granted |
32,494 | 0.75 | ||||||||||||||
Exercised |
(81,087 | ) | 0.49 | |||||||||||||
Forfeited |
(32,494 | ) | 0.75 | |||||||||||||
|
|
|||||||||||||||
Outstanding as of June 30, 2021 |
598,509 | 0.69 | 2.65 | 270,832 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Exercisable as of June 30, 2021 |
598,509 | $ | 0.69 | 2.65 | $ | 270,832 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
(1) The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the common stock for those stock options that had exercise prices lower than the estimated fair value of the common stock as of June 30, 2021 and December 31, 2020. | |
Six Months Ended June 30, 2021 |
||||
Weighted-average risk-free interest rate |
0.07 | % | ||
Expected dividend yield |
0 | % | ||
Expected volatility |
89 | % | ||
Expected term |
0.75 years |
Number of Shares |
Weighted Average Grant Date Fair Value |
|||||||
Nonvested as of December 31, 2020 |
2,545,458 | $ | 85.63 | |||||
Granted |
588,450 | 339.86 | ||||||
Forfeited |
(39,891 | ) | 152.76 | |||||
|
|
|
|
|||||
Nonvested as of June 30, 2021 |
3,094,017 | $ | 133.11 | |||||
|
|
|
|
Number of Shares |
Weighted Average Grant Date Fair Value |
|||||||
Nonvested as of December 31, 2020 |
8,538 | $ | 97.63 | |||||
Vested |
(2,407 | ) | 97.63 | |||||
|
|
|
|
|||||
Nonvested as of June 30, 2021 |
6,131 | $ | 97.63 | |||||
|
|
|
|
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Research and development |
$ | 40 | $ | 45 | ||||
General and administrative |
14,597 | 195 | ||||||
|
|
|
|
|||||
Total |
$ | 14,637 | $ | 240 | ||||
|
|
|
|
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Food and nutrition |
25 | % | 39 | % | ||||
Industrial and environmental |
22 | % | 27 | % | ||||
Agriculture |
10 | % | 12 | % | ||||
Consumer and technology |
19 | % | 14 | % | ||||
Other |
24 | % | 8 | % | ||||
|
|
|
|
|||||
Total |
100 | % | 100 | % | ||||
|
|
|
|
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
North America |
96 | % | 93 | % | ||||
Rest of world |
4 | % | 7 | % | ||||
|
|
|
|
|||||
Total |
100 | % | 100 | % | ||||
|
|
|
|
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Series B Preferred Stock |
4,138,185 | 4,138,185 | ||||||
Series C Preferred Stock |
4,658,503 | 4,658,503 | ||||||
Series D Preferred Stock |
6,162,631 | 6,146,911 | ||||||
Series E Preferred Stock |
3,460,005 | 3,310,733 | ||||||
Warrants to purchase Series B Preferred Stock |
5,066 | 5,066 | ||||||
Warrants to purchase Series D Preferred Stock |
— | 15,720 | ||||||
Warrants to purchase Series E Preferred Stock |
8,323 | — | ||||||
Outstanding stock options |
598,509 | 702,160 | ||||||
Unvested RSUs |
3,094,017 | 1,795,622 | ||||||
Unvested RSAs |
6,131 | 10,948 |
Joyn |
Motif |
Genomatica |
Allonnia |
Synlogic |
Kalo |
Total |
||||||||||||||||||||||
Balances as of June 30, 2021 |
||||||||||||||||||||||||||||
Accounts receivable, net |
$ | — | $ | 3,831 | $ | 1,500 | $ | 2,659 | $ | — | $ | 812 | $ |
8,802 |
||||||||||||||
Deferred revenue, current and non-current |
$ | 7,110 | $ | 53,871 | $ | 23,778 | $ | 37,959 | $ | 63 | $ | 11,897 | $ |
134,678 |
||||||||||||||
Balances as of December 31, 2020 |
||||||||||||||||||||||||||||
Accounts receivable, net |
$ | — | $ | 2,403 | $ | 1,500 | $ | 1,309 | $ | — | $ | — | $ |
5,212 |
||||||||||||||
Deferred revenue, current and non-current |
$ | 9,862 | $ | 53,952 | $ | 30,128 | $ | 26,064 | $ | 72 | $ | — | $ |
120,078 |
Joyn |
Motif |
Genomatica |
Allonnia |
Synlogic |
Kalo |
Total |
||||||||||||||||||||||
For the Six Months Ended June 30, 2021 |
||||||||||||||||||||||||||||
Foundry revenue |
$ | 2,752 | $ | 10,104 | $ | 6,201 | $ | 3,364 | $ | 10 | $ | 1,191 | $ |
23,622 |
||||||||||||||
For the Six Months Ended June 30, 2020 |
||||||||||||||||||||||||||||
Foundry revenue |
$ | 3,582 | $ | 12,002 | $ | 5,421 | $ | 1,462 | $ | 47 | $ | — | $ |
22,514 |
Joyn |
Motif |
Genomatica |
Allonnia |
Synlogic |
Kalo |
Total |
||||||||||||||||||||||
For the Six Months Ended June 30, 2021 |
||||||||||||||||||||||||||||
Accounts receivable, net |
$ | — | $ | (1,428 | ) | $ | — | $ | (1,350 | ) | $ | — | $ | (812 | ) | $ |
(3,590 |
) | ||||||||||
Deferred revenue, current and non-current |
$ | (2,752 | ) | $ | (81 | ) | $ | (6,350 | ) | $ | (803 | ) | $ | (9 | ) | $ | — | $ |
(9,995 |
) | ||||||||
For the Six Months Ended June 30, 2020 |
||||||||||||||||||||||||||||
Accounts receivable, net |
$ | 125 | $ | 2,204 | $ | — | $ | (1,114 | ) | $ | — | $ | — | $ |
1,215 |
|||||||||||||
Deferred revenue, current and non-current |
$ | (3,582 | ) | $ | (5,281 | ) | $ | (5,421 | ) | $ | (233 | ) | $ | (47 | ) | $ | — | $ |
(14,564 |
) |
Assets | ||||||||
2020 | 2019 | |||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 43,520,543 | $ | 32,828,673 | ||||
Prepaid expenses and other current assets |
3,015,817 | 3,384 | ||||||
|
|
|
|
|||||
Total assets |
$ | 46,536,360 | $ | 32,832,057 | ||||
|
|
|
|
|||||
Liabilities and Members’ Equity | ||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 728,580 | $ | 23,706 | ||||
Accrued expenses |
901,784 | 117,848 | ||||||
|
|
|
|
|||||
Total liabilities |
1,630,364 | 141,554 | ||||||
Members’ equity |
44,905,996 | 32,690,503 | ||||||
|
|
|
|
|||||
Total liabilities and members’ equity |
$ | 46,536,360 | $ | 32,832,057 | ||||
|
|
|
|
2020 | 2019 | |||||||
Operating expenses: |
||||||||
Research and development |
$ | 3,966,936 | $ | 24,481,519 | ||||
General and administrative |
2,106,245 | 162,978 | ||||||
|
|
|
|
|||||
Total operating expenses |
6,073,181 | 24,644,497 | ||||||
|
|
|
|
|||||
Net operating loss |
(6,073,181 | ) | (24,644,497 | ) | ||||
Interest income |
61,663 | — | ||||||
|
|
|
|
|||||
Net loss |
$ | (6,011,518 | ) | $ | (24,644,497 | ) | ||
|
|
|
|
Units | Members’ Equity |
|||||||||||||||||||||||
Series A-1 Preferred |
Series A-2 Preferred |
Series A-3 Preferred |
Common | Incentive | ||||||||||||||||||||
Balance at November 27, 2019 (Inception) |
— | — | — | — | — | — | ||||||||||||||||||
Issuance of Common Units |
— | — | — | 3,600,000 | — | 24,480,000 | ||||||||||||||||||
Issuance of Series A-1 Preferred Units net of issuance costs of $145,000 |
2,970,000 | — | — | — | — | 32,855,000 | ||||||||||||||||||
Net loss |
— | — | — | — | — | (24,644,497 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of December 31, 2019 |
2,970,000 | — | — | 3,600,000 | — | 32,690,503 | ||||||||||||||||||
Issuance of Series A-1 Preferred Units net of issuance costs of $272,000 |
1,664,911 | — | — | — | — | 18,227,011 | ||||||||||||||||||
Issuance of Series A-2 Preferred Units |
— | 180,000 | — | — | — | — | ||||||||||||||||||
Issuance of Series A-3 Preferred Units |
— | — | 180,000 | — | — | — | ||||||||||||||||||
Issuance of Incentive Units |
— | — | — | — | 140,000 | — | ||||||||||||||||||
Net loss |
— | — | — | — | — | (6,011,518 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of December 31, 2020 |
4,634,911 | 180,000 | 180,000 | 3,600,000 | 140,000 | $ | 44,905,996 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
2020 | 2019 | |||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (6,011,518 | ) | $ | (24,644,497 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Fair value common stock issued for acquiring intellectual property |
— | 24,480,000 | ||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses and other current assets |
(3,012,433 | ) | (3,384 | ) | ||||
Accounts payable |
704,874 | 23,706 | ||||||
Accrued expenses |
783,936 | 117,848 | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
(7,535,141 | ) | (26,327 | ) | ||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Proceeds from issuance of Series A-1 Preferred Units, net of issuance costs |
18,227,011 | 32,855,000 | ||||||
|
|
|
|
|||||
Net cash provided by financing activities |
18,227,011 | 32,855,000 | ||||||
|
|
|
|
|||||
Increase in cash and cash equivalents |
10,691,870 | 32,828,673 | ||||||
Cash and cash equivalents, beginning of period |
32,828,673 | — | ||||||
|
|
|
|
|||||
Cash and cash equivalents, end of period |
$ | 43,520,543 | $ | 32,828,673 | ||||
|
|
|
|
1. |
NATURE OF OPERATIONS |
2. |
SIGNIFICANT ACCOUNTING POLICIES |
2. |
SIGNIFICANT ACCOUNTING POLICIES (continued) |
2. |
SIGNIFICANT ACCOUNTING POLICIES (concluded) |
Risk-free interest rate | 1.67 | % | ||
Expected dividend yield | 0.00 | % | ||
Volatility factor | 70.00 | % | ||
Expected life | 3 years |
3. |
LICENSE, RESEARCH AND DEVELOPMENT AND CONSULTING AGREEMENTS |
4. |
MEMBERS’ EQUITY |
a) | 180,000 units of Series A-2 will be issued upon execution by Battelle and the Company of a consulting agreement within 12 months following the date of this agreement, pursuant to |
which Battelle would provide $2,000,000 worth of technical and consulting services (see Note 3). |
b) | Upon achieving the milestone (a) above, the Company will issue additional 180,000 units of Series A-2 in 30,000 increments on each of the following dates so long as the Company has not determined that Battelle did not provide the Company with services or that the services were not satisfactory pursuant to the Battelle Agreement: June 18, 2021; December 18, 2021; June 18, 2022; December 18, 2022; June 18, 2023; and December 18, 2023. |
c) | Upon achieving the milestone (a) above, the Company will issue additional 270,000 units of Series A-2 in 45,000 increments on the following dates so long as the Company has not determined that Battelle did not provide the Company with services or that the services were not satisfactory pursuant to the Battelle Agreement: June 18, 2024; December 18, 2024; June 18, 2025; December 18, 2025; June 18, 2026; and December 18, 2026. Notwithstanding the foregoing, on August 18, 2021 Battelle may elect to purchase all 270,000 units of Series A-2 in exchanges for a price per unit of $11.111111 and a total purchase price of $3,000,000 in lieu of the issuances of such units described above so long as Battelle has achieved milestone (a) above and the Battelle Agreement remains in effect. |
a) | 45,000 units of Series A-3 will be treated as “eligible” if the Company enters into a joint development agreement (“JDA”) with a certain party within one year following the date on which Ginkgo delivers an intermediate strain to the Company pursuant to the Technical Development Plan between Ginkgo and the Company. Notwithstanding the foregoing, if the Company determines, in its reasonable discretion, within thirty days following the execution of the JDA, that the JDA was not substantially related to the contributed assets, as defined, or certain services pursuant to the Metabolik Agreement (see Note 3) then such 45,000 units of Series A-3 will instead be automatically forfeited for no consideration. |
b) | 135,000 units of Series A-3 will be treated as “eligible” in the event that the Company enters into a certain commercialization agreement, as defined in the Metabolik Agreement, and receives revenue under the commercialization agreement in excess of $10,000,000 in the aggregate within five years following the execution of the commercialization agreement. |
a) | 3,600,000 Common Units in partial consideration for the license and transfer of intellectual property in accordance with IPCA |
b) | 5,400,000 Common Units in partial consideration for the additional obligations set forth in the IPCA and TDA (as defined in the IPCA); provided that Ginkgo will not receive such additional Common Units unless the Company has sold and issued at least 8,370,000 Series A-1 Preferred Units pursuant to a Series A-1 Preferred Unit Purchase Agreement. |
c) | In the event the Company sells and issues less than 8,370,000 but more than 2,970,000 Series A-1 Preferred Units, the Company and Ginkgo will collaborate to determine how many additional Common Units will be issued. |
5. |
RELATED PARTY TRANSACTIONS |
6. |
SUBSEQUENT EVENTS |
Item 13. |
Other Expenses of Issuance and Distribution. |
Expense |
Estimated Amount |
|||
Securities and Exchange Commission registration fee |
$ | 83,876.08 | ||
Accounting fees and expenses |
||||
Legal fees and expenses |
||||
Financial printing and miscellaneous expenses |
|
|
| |
|
|
|||
Total |
$ | |||
|
|
Item 14. |
Indemnification of Directors and Officers. |
Item 15. |
Recent Sales of Unregistered Securities. |
Item 16. |
Exhibits and Financial Statement Schedules. |
Exhibit |
Description | |
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Previously filed. |
† | 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. |
Item 17. |
Undertakings. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided however that |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
SOARING EAGLE ACQUISITION CORP. | ||
By: | /s/ Harry E. Sloan | |
Name: | Harry E. Sloan | |
Title: | Chief Executive Officer and Chairman |
Name |
Title |
Date | ||
/s/ Harry E. Sloan Harry E. Sloan |
Chief Executive Officer and Chairman (Principal Executive Officer) |
September 15, 2021 | ||
/s/ Eli Baker Eli Baker |
President, Chief Financial Officer, Secretary and Director (Principal Financial and Accounting Officer) |
September 15, 2021 | ||
* Scott M. Delman |
Director | September 15, 2021 | ||
* Joshua Kazam |
Director | September 15, 2021 | ||
* Isaac Lee |
Director | September 15, 2021 | ||
* Timothy Leiweke |
Director | September 15, 2021 | ||
* Dennis A. Miller |
Director | September 15, 2021 | ||
* Laurence E. Paul |
Director | September 15, 2021 |