Delaware |
2836 |
87-2652913 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Marko Zatylny Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199-3600 (617) 951-7000 |
Karen Tepichin General Counsel Ginkgo Bioworks Holdings, Inc. 27 Drydock Avenue 8th Floor Boston, MA 02210 (877) 422-5362 |
Large accelerated filer |
☐ |
Accelerated filer |
☐ | |||
☒ |
Smaller reporting company |
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Emerging growth company |
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F-1 |
• | Ginkgo’s ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness; |
• | Ginkgo’s ability to retain or recruit, or adapt to changes required in, its founders, senior executives, key personnel or directors; |
• | factors relating to the business, operations and financial performance of Ginkgo, including: |
• | Ginkgo’s ability to effectively manage its growth; |
• | 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 Ginkgo is developing obsolete or non-competitive unless it continues to collaborate on the development of new and improved products and processes and pursue new market opportunities; |
• | Ginkgo’s reliance on its customers to develop, produce and manufacture products using the engineered cells and/or biomanufacturing processes that Ginkgo develops; |
• | Ginkgo’s ability to comply with laws and regulations applicable to its business; and |
• | market conditions and global and economic factors beyond Ginkgo’s control; |
• | 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 Ginkgo’s intellectual property rights; and |
• | other factors detailed under the section entitled “Risk Factors.” |
• | if the trading price per share of 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 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 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 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. |
• | 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. |
• | If we were to be deemed an “investment company” under the Investment Company Act of 1940, as amended (“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. |
• | Our multi-class stock structure entitles only our employees and directors to acquire and hold Ginkgo Class B common stock which has a greater number of votes per share than Ginkgo Class A common stock, which may affect whether stockholders hold or purchase Ginkgo Class A common stock. |
• | Issuing Ginkgo Class C common stock may increase concentration of voting power in Ginkgo Class B common stock, which could discourage potential acquisitions of our business and could have an adverse effect on the trading price of Ginkgo Class A common stock. |
• | Our history of net losses is expected to continue, and we may never achieve or maintain profitability. |
• | We may 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 (“GMOs”), 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. |
• | 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 plant or animal cells and genetically modified proteins and biomaterials (collectively, “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. |
• | 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 on Access to Genetic Resources and the Fair and Equitable Sharing of Benefits Arising from their Utilization (the “Nagoya Protocol”). |
• | 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. |
• | Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited. |
• | 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. |
• | We and our laboratory partners are subject to a variety of laboratory testing standards, compliance with which is an expensive and time-consuming process, and any failure to comply could result in substantial penalties and disruptions to our business. |
• | Our receipt of public funds subjects us to the False Claims Act, Eliminating Kickbacks in Recovery Act (“EKRA”) 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. |
• | Our business could be adversely affected by legal challenges to our telehealth partner’s business model. |
Issuer |
Ginkgo Bioworks Holdings, Inc. (formerly known as Soaring Eagle Acquisition Corp.) |
In connection with the closing of the Business Combination, SRNG domesticated as a Delaware corporation and, promptly thereafter, Merger Sub merged with and into Old Ginkgo, with Old 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 was renamed “Ginkgo Bioworks Holdings, Inc.” |
Class A common stock offered by the Selling Stockholders |
Up to 77,500,000 shares of Class A common stock. |
Shares of our Class A common stock outstanding prior to exercise of all Warrants (as of March 17, 2022) |
1,080,456,818 |
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 Ginkgo common stock |
Our Class A common stock and Public Warrants are currently listed on NYSE under the symbols “DNA” and “DNA.WS”, respectively. |
Risk factors |
Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “ 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 (including the Russian invasion of Ukraine), 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 intellectual property as 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, vandalism and cyberattacks; 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. |
• | future sales of our common stock or other securities by us or our existing stockholders, or the perception of such future sales; |
• | results of operations of the company or our competitors that vary from the expectations of securities analysts and investors; |
• | changes in expectations as to our future financial performance and growth, including assessments of our business, prospects, financial estimates and investment recommendations by securities analysts, investors and short sellers; |
• | additions or departures of key management personnel or members of our board of directors; |
• | announcements by us or our competitors of significant contracts, new products, acquisitions, joint marketing relationships, joint ventures, other strategic relationships or capital commitments; |
• | announcements relating to actual or potential civil and non-civil litigation, as well as governmental or regulatory investigations or inquiries; |
• | guidance that we provide to the public, any changes in this guidance or our failure to meet this guidance; |
• | changes in the perception of our offerings or the synthetic biology industry more general including changes in regulatory conditions; |
• | the development and sustainability of an active trading market for our common stock; |
• | changes in accounting principles; |
• | changes in general economic or market conditions or trends in our industry or markets; |
• | other events or factors, including those resulting from natural disasters, pandemics, epidemics, war (including Russia’s invasion of Ukraine), acts of terrorism or responses to these events. |
Earnout Price Threshold |
Number of Shares Earned | |
$12.50 (earnout conditions have been met) |
Approximately 51.5 million | |
$15.00 |
Approximately 51.5 million | |
$17.50 |
Approximately 51.5 million | |
$20.00 |
Approximately 51.5 million |
• | 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 (with the exception of 2020 during the COVID-19 pandemic) and over that time, the average cost per unit operation has fallen by approximately 50% every year. We expect to be able to pass some of 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 usage fees in the form of: |
• | upfront payments upon consummation of an agreement or other fixed payments that are generally 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 payments 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. |
Years Ended December 31, |
||||||||
2021 |
2020 |
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New Programs |
31 | 18 | ||||||
Current Active Programs |
71 | 49 | ||||||
Cumulative Programs |
105 | 74 |
• | 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. |
Year Ended December 31, |
||||||||||||
(in thousands) |
2021 |
2020 |
Change |
|||||||||
Foundry revenue (related party revenue of $47,161 and $42,535 for the years ended 2021 and 2020, respectively) |
$ | 112,989 | $ | 59,221 | $ | 53,768 | ||||||
Biosecurity revenue: |
||||||||||||
Product |
23,040 | 8,707 | 14,333 | |||||||||
Service |
177,808 | 8,729 | 169,079 | |||||||||
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Total revenue |
313,837 | 76,657 | 237,180 | |||||||||
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Costs and operating expenses: |
||||||||||||
Cost of Biosecurity product revenue |
20,017 | 6,705 | 13,312 | |||||||||
Cost of Biosecurity service revenue |
109,673 | 8,906 | 100,767 | |||||||||
Research and development (1) |
1,149,662 | 159,767 | 989,895 | |||||||||
General and administrative (1) |
862,952 | 38,306 | 824,646 | |||||||||
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Total operating expenses |
2,142,304 | 213,684 | 1,928,620 | |||||||||
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Loss from operations |
(1,828,467 | ) | (137,027 | ) | (1,691,440 | ) | ||||||
Other (expense) income: |
||||||||||||
Interest income |
837 | 2,582 | (1,745 | ) | ||||||||
Interest expense |
(2,373 | ) | (2,385 | ) | 12 | |||||||
Loss on equity method investments |
(77,284 | ) | (396 | ) | (76,888 | ) | ||||||
Loss on investments |
(11,543 | ) | (3,733 | ) | (7,810 | ) | ||||||
Change in fair value of warrant liabilities |
58,615 | — | 58,615 | |||||||||
Gain on settlement of partnership agreement |
23,826 | 8,286 | 15,540 | |||||||||
Other (expense) income, net |
(1,733 | ) | 7,839 | (9,572 | ) | |||||||
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Total other (expense) income, net |
(9,655 | ) | 12,193 | (21,848 | ) | |||||||
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Loss before income taxes |
(1,838,122 | ) | (124,834 | ) | (1,713,288 | ) | ||||||
Income tax (benefit) provision |
(1,480 | ) | 1,889 | (3,369 | ) | |||||||
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Net loss |
(1,836,642 | ) | (126,723 | ) | (1,709,919 | ) | ||||||
Net loss attributable to non-controlling interest |
(6,595 | ) | (114 | ) | (6,481 | ) | ||||||
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Net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders |
$ | (1,830,047 | ) | $ | (126,609 | ) | $ | (1,703,438 | ) | |||
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(1) |
In the fourth quarter of 2021, R&D and G&A expenses included a significant adjustment for stock-based compensation expense as a result of the modification of the vesting terms of RSUs and all related earnout shares (as further described above in “Modification of Equity Awards in Connection with Business Combination”). Total stock-based compensation expense inclusive of employer payroll taxes was allocated as follows (in thousands): |
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Research and development |
$ | 930,360 | $ | 79 | $ | 64 | ||||||
General and administrative |
757,247 | 397 | 707 | |||||||||
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Total |
$ | 1,687,607 | $ | 476 | $ | 771 | ||||||
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|
Year Ended December 31, |
||||||||
(in thousands) |
2021 |
2020 |
||||||
Net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders |
$ | (1,830,047 | ) | $ | (126,609 | ) | ||
Interest income |
(837 | ) | (2,582 | ) | ||||
Interest expense |
2,373 | 2,385 | ||||||
Income tax (benefit) provision |
(1,480 | ) | 1,889 | |||||
Depreciation and amortization |
29,076 | 13,864 | ||||||
|
|
|
|
|||||
EBITDA |
(1,800,915 | ) | (111,053 | ) | ||||
Stock-based compensation (1) |
1,687,607 | 476 | ||||||
Loss on equity method investments (2) |
74,445 | 282 | ||||||
Loss on investments (3) |
11,543 | 3,733 | ||||||
Change in fair value of warrant liabilities |
(58,615 | ) | — | |||||
Gain on settlement of partnership agreement |
(23,826 | ) | (8,286 | ) | ||||
Other (4) |
3,712 | (6,574 | ) | |||||
|
|
|
|
|||||
Adjusted EBITDA |
$ | (106,049 | ) | $ | (121,422 | ) | ||
|
|
|
|
(1) | For the year ended December 31, 2021, includes $5.0 million in employer payroll taxes related to stock-based compensation. |
(2) | For the years ended December 31, 2021 and 2020, represents losses on equity method investments under the HLBV method of $77.3 million and $0.4 million, respectively, net of losses attributable to non-controlling interests. |
(3) | Includes loss on the change in fair value of our common stock investments in Synlogic and Cronos and warrants to purchase Synlogic common stock, which are all carried at fair value. |
(4) | For the year ended December 31, 2021, includes $3.7 million in mark-to-market |
• | 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. |
Year Ended December 31, |
||||||||
(in thousands) |
2021 |
2020 |
||||||
Net cash provided by (used in): |
||||||||
Operating activities |
$ | (253,818 | ) | $ | (135,830 | ) | ||
Investing activities |
(73,257 | ) | (67,121 | ) | ||||
Financing activities |
1,534,145 | 90,318 | ||||||
Effect of exchange rate changes |
(19 | ) | — | |||||
|
|
|
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
$ | 1,207,051 | $ | (112,633 | ) | |||
|
|
|
|
• | 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 (with the exception of 2020 during the COVID-19 pandemic) 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 have been estimated to contribute 5% of global greenhouse gas emissions and account for 4% of natural gas consumption. This is the work of Joyn Bio, LLC (“Joyn”) our joint venture with Bayer CropScience LP. |
• | Microbes programmed to clean up wastewater or contaminated land is the work of Allonnia, LLC (“Allonnia”), a company we formed in partnership with Battelle. |
• | Labor: |
burden of manual programming, scientists have more time to practice the art |
• | 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: |
• | 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. |
• | In 2020, Ginkgo 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 diverse contexts at Ginkgo. |
• | In 2021, Ginkgo acquired Dutch DNA Biotech B.V. (“Dutch DNA”). This team specializes in the development of filamentous fungi for protein production. Traditionally, filamentous fungi have been used for the production of industrial enzymes—typically enzymes that are native to fungi or close relatives. At Ginkgo, these fungal strains are being engineered to produce a broad range of proteins, including bacterial and mammalian proteins. These proteins are applicable to a wide range of end products, such as food and materials. |
• | We aim to re-deploy Codebase assets in new contexts. In 2021, we launched our “Cell Development Kit” (“CDK”) product offering. Inspired by “Software Development Kits” used in the software industry, CDKs offer a standardized entry point for Ginkgo to input new projects on the Ginkgo platform. The first CDKs to launch are focused on protein expression programs. CDKs provide cell programmers access to the toolkit needed to get started developing commercial proteins, including access to pre-engineered host cells optimized for such protein production, specialized equipment, automation capabilities, genetic engineering expertise, insights garnered from Ginkgo’s Codebase and the applicable infrastructure to design, build and test a custom protein production microbe. |
• | Ginkgo’s CDKs are designed to cut the cost of launching a cell program and speed up development timelines to build engineered microbes, for example, to determine whether a protein may be successfully and commercially produced. By simplifying the pathway for companies to get started on the Ginkgo platform with standard terms, a phased approach, low costs—starting at $100,000 for protein expression feasibility projects—and clear deliverables, the CDK can help de-risk projects prior to full scale technical development. In effect, CDKs allow us to more efficiently deploy useful Codebase and the cell engineering know-how we have accumulated to add new projects to the platform. |
• | Our partnership with Eurofins’ Clinical Enterprise, serving the Northeast and South regions of the United States through the federally-funded Operation Expanded Testing program, enabled us to offer |
free testing to senior living centers, correctional facilities, early education centers, and other congregate settings, many in underserved communities. |
• | Another partnership, with XpresCheck and the U.S. Centers for Disease Control and Prevention (“CDC”), to monitor incoming international passengers at four of the nation’s busiest international airports, allowed us to leverage our viral sequencing capabilities and led us to identify the first U.S. cases of two Omicron sub-variants, BA.2 and BA.3. |
• | Earlier this year, we acquired Project Beacon COVID-19 LLC, a Boston-based social benefit organization focused on helping to increase the capacity, availability, accessibility and affordability of COVID-19 testing, and assumed responsibility for providing COVID-19 monitoring tools to communities across Massachusetts. |
• | 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 (“DevOps”), 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 |
• | Operational functions including bioinformatics, lab network management, delivery logistics and customer support |
• | 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 |
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 | 03/02/2011 | Issued 5/6/2014 | 05/12/2031 | |||||
US 9,388,407 | 03/31/2014 | Issued 7/12/2016 | 03/02/2031 | |||||||
US 9,938,553 | 04/08/2016 | Issued 4/10/2018 | 03/13/2031 | |||||||
US 15/908,726; US 2018/0195100 | 02/28/2018 | Published | ||||||||
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 on-device assembly of long, gene-length polynucleotides based upon assembly of multiple shorter oligos synthesized in situ |
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 17/019,448; 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 | Compositions and methods for high-fidelity polynucleotide assembly on solid | PCT/US2014/025610; WO/2014/160004 | 03/13/2014 | Nationalized in: EP, US, DE, GB | 03/13/2034 |
Oligonucleotides Synthesis | support from oligos by adding variable length padding sequences to the ends of the oligos | |||||||||
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 | PCT/US2007/019209; WO/2008/027558 | 08/31/2007 | Nationalized in: US | 08/31/2027 |
a vector and two or more inserts containing one or more regulatory sequences that activate vector-encoded traits when assembled in a predetermined configuration | ||||||||||
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 15/666,345; US 2018/0023120 | 08/01/2017 | Published | ||||||||
US 17/536,828 | 11/29/2021 | Pending | ||||||||
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 13/592,827; US 2013/0059296 | 08/23/2012 | Published | ||||||
US 17/373,324; US 2021/0380991 |
07/12/2021 | 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, polynucleotide assembly to create sticky-end breaks in DNA so that the resulting fragments can be used for DNA assembly |
PCT/US2015/039517; WO/2016/007604 | 07/08/2015 | Nationalized in: EP, DE, GB, US | 07/08/2035 | |||||
Methods for Nucleic Acid Assembly and High Throughput Sequencing | Hierarchical assembly of target polynucleotides 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 17/152,202; 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 16/397,314; 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 | |||||
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 | PCT/US2013/073582; WO/2014/089436 | 12/06/2013 | Nationalized in: US | 12/06/2033 |
conversion, methylotrophy, or carbon fixation | ||||||||||
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 | |||||||
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; WO2021/231728 | 05/13/2021 | Published | 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 | Nationalized in CA, EP, IL, US | 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; WO2021/195520 | 03/26/2021 | Published | 03/26/2041 | |||||
Biosynthesis of Cannabinoids and Cannabinoid Precursors | Cells, enzymes, and methods for producing cannabinoid compounds by fermentation | PCT/US2021/037954; WO2021/257915 | 06/17/2021 | Published | 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 | |||||
Biosynthesis of Cannabinoids and Cannabinoid Precursors | Cells, enzymes, and methods for producing cannabinoid compounds by fermentation | PCT/US2021/054641 | 10/12/2021 | Pending | 10/12/2041 | |||||
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 | Nationalized in AU, CA, CN, EP, JP, KR, US | 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 | Nationalized in IL, JP, US | 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 | Nationalized in CA, US | 06/19/2040 | |||||
Production of Oligosaccharides | Compositions and methods for producing fructans using sucrose:sucrose 1-fructosyltransferase (1-SST), fructan:fructan 1-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 | |||||
(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/US2021/030875 | 05/05/2021 | Pending | 05/05/2041 | |||||
Methanol Utilization | Methods and genetically modified cells for the biosynthetic production of amino acids such as lysine using methanol as a feedstock. | PCT/US2020/028746; WO 2020/214940 | 04/17/2020 | Nationalized in: CA, CN, EP, JP, KR, US | 04/17/2040 | |||||
Use of Bone Morphogenetic Proteins and Their Receptors for Aesthetics and Cosmetics | Methods for preventing or reducing skin wrinkles and/or enhancing or preserving facial contours using one or more Bone Morphogenetic Proteins (BMPs), or an associated BMP protein | PCT/US2021/049768 | 9/10/2021 | Pending | 9/10/2041 | |||||
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 | PCT/US2017/058805; WO 2018/081592 |
10/27/2017 | Nationalized in: US, AU, CA, CN, EP, JP, KR | 10/27/2037 |
synthases that include modified domains with altered enzymatic activity | ||||||||||
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 | PCT/US2014/010332; WO 2014/107660 |
01/06/2014 | Nationalized in: AU, CA, BR, IN, US | 01/06/2034 |
including commodities, fine chemicals, and pharmaceuticals | ||||||||||
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 |
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 | |||||
Synthetic Expression Systems | Transcriptional units, synthetic expression systems, and host cells capable of expressing a gene of interest; methods for the production of bioproducts in methanol-free culture conditions. | PCT/US2021/049180 | 09/05/2021 | Pending | 09/05/2041 | |||||
Synthetic Methanol Inducible Promoters and Uses Thereof | Synthetic promoters capable of facilitating the high-yield synthesis of proteins and molecules; | PCT/US2021/059135 | 11/12/2021 | Pending | 11/12/2041 |
transcriptional units and host cells comprising such synthetic promoters; and methods of use thereof |
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 Class A common stock, par value $0.0001 per share; |
• | 4,500,000,000 shares of Class B common stock, par value $0.0001 per share; and |
• | 800,000,000 shares of Class C common stock, par value $0.0001 per share. |
• | 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 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 Ginkgo sends the notice of redemption to the warrant holders. |
• | 1% of the total number of shares of Class A common stock then outstanding; or |
• | the average weekly reported trading volume of 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 is a named executive officer or director of Ginkgo; |
• | all executive officers and directors of Ginkgo as a group; and |
• | each person who is a beneficial owner of more than 5% of Ginkgo Class A common stock or Ginkgo Class B common stock. |
Class A common stock |
Class B common stock |
% of Total Voting Power** |
||||||||||||||||||
Name of Beneficial Owner |
Shares |
% |
Shares |
% |
% |
|||||||||||||||
Directors and Executive Officers of Ginkgo |
||||||||||||||||||||
Jason Kelly(1) |
— | — | 82,431,106 | 21.1 | % | 16.5 | % | |||||||||||||
Reshma Shetty(2) |
— | — | 165,841,730 | 42.4 | % | 33.2 | % | |||||||||||||
Mark Dmytruk(3) |
— | — | 674,494 | * | * | |||||||||||||||
Arie Belldegrun(4) |
522,479 | * | — | — | * | |||||||||||||||
Marijn Dekkers(5) |
7,902,030 | * | — | — | * | |||||||||||||||
Christian Henry(6) |
1,305,943 | * | — | — | * | |||||||||||||||
Reshma Kewalramani |
— | — | — | — | — | |||||||||||||||
Shyam Sankar(7) |
1,260,953 | * | — | — | * | |||||||||||||||
Harry E. Sloan |
— | — | — | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
All Directors and Executive Officers of Ginkgo as a Group (9 individuals) |
10,991,405 | 1.0 | % | 248,947,330 | 63.5 | % | 49.7 | % | ||||||||||||
5% Beneficial Owners of Ginkgo |
||||||||||||||||||||
Entities affiliated with Anchorage Capital Group(8) |
69,208,354 | 6.4 | % | — | — | 1.4 | % | |||||||||||||
Bartholomew Canton(9) |
— | — | 165,841,730 | 42.4 | % | 33.2 | % | |||||||||||||
Austin Che(10) |
— | — | 82,920,866 | 21.2 | % | 16.6 | % | |||||||||||||
Entities affiliated with Baillie Gifford & Co.(11) |
118,787,590 | 11.0 | % | — | — | 2.4 | % | |||||||||||||
Cascade Investment, L.L.C.(12) |
151,865,481 | 14.1 | % | — | — | 3.0 | % | |||||||||||||
General Atlantic (GK), L.P.(13) |
111,566,297 | 10.3 | % | — | — | 2.2 | % | |||||||||||||
Thomas Knight(14) |
66,110,869 | 6.1 | % | 8,972,183 | 2.3 | % | 3.1 | % | ||||||||||||
Senator Global Opportunity Master Fund LP(15) |
76,595,199 | 7.1 | % | — | — | 1.5 | % |
* | Less than one percent. |
** | Percentage of total voting power represents voting power with respect to all shares of Ginkgo Class A common stock and Ginkgo Class B common stock, as a single class. Each share of Ginkgo Class B common stock is entitled to 10 votes per share and each share of Ginkgo Class A common stock is entitled to one vote per share. For more information about the voting rights of Ginkgo common stock, see the description of the Company’s securities filed herewith as Exhibit 4.1. |
(1) | Consists of (a) 70,703,049 shares of Ginkgo Class B common stock held by Dr. Kelly and (b) 11,728,057 shares of 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) 3,093,797 shares of Ginkgo Class B common stock held by Dr. Shetty, (b) 70,389,783 shares of 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, (c) 8,245,491 shares of 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, (d) 2,583,588 shares of Ginkgo Class B common stock held by a family trust, and (e) 81,529,071 shares of 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 (a) 674,494 shares of Ginkgo Class B common stock held by Mr. Dmytruk. |
(4) | Consists of (a) 18,741 shares of Ginkgo Class A common stock held directly by Dr. Belldegrun, (b) 3,738 shares that Dr. Belldegrun has the right to acquire upon exercise of Ginkgo warrants held directly by Dr. Belldegrun, and (c) 500,000 shares of Ginkgo Class A common stock held by Bellco Legacy LLC. Bellco Legacy LLC is owned and managed by trusts controlled by Dr. Belldegrun. |
(5) | Consists of (a) 674,494 shares of Ginkgo Class A common stock held by Dr. Dekkers and (b) 5,780,364 shares of Ginkgo Class A common stock held by Novalis LifeSciences Investments I, L.P. (“Novalis LifeSciences”). Dr. 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. |
(6) | Consists of (a) 1,305,943 shares of Ginkgo Class A common stock held by Mr. Henry. |
(7) | Consists of (a) 1,260,953 shares of Ginkgo Class A common stock held by Mr. Sankar. |
(8) | Consists of (a) 34,454,177 shares of Ginkgo Class A common stock held by Anchorage Illiquid Opportunities Master VI (A), L.P. and (b) 34,454,177 shares of Ginkgo Class A common stock held by Anchorage Illiquid Opportunities Offshore Master V, L.P. (c) 250,000 shares of Ginkgo Class A common stock held for the account of ACMO (d) 50,000 Shares the Reporting Persons have the right to acquire upon exercise of warrants (“Warrants”) held for the account of ACMO 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. Data was obtained from 13G/A that was filed with the Securities and Exchange Commission on February 14, 2022. |
(9) | Consists of (a) 3,093,797 shares of Ginkgo Class B common stock held by Dr. Canton, (b) 70,389,783 shares of Ginkgo Class B common stock held by The Bartholomew Canton Revocable Living Trust – 2014, over which Dr. Canton has sole voting and dispositive power, (c) 8,245,491 shares of 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, (d) 2,583,588 shares of Ginkgo Class B common stock held by a family trust, and (e) 81,529,071 shares of 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. |
(10) | Consists of (a) 3,093,797 shares of Ginkgo Class B common stock held by Dr. Che, (b) 78,927,069 shares of Ginkgo Class B common stock held by Austin Che Revocable Trust, over which Dr. Che has sole voting and dispositive power and (c) 900,000 shares of Ginkgo Class B common stock held by a family trust. |
(11) | Consists of (a) 2,581,527 shares of Ginkgo Class A common stock held by Baillie Gifford US Growth Trust PLC (“US Growth”) and (b) 86,915,761 shares of 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, Calton Square 1 Greenside Row. Edinburgh Scotland, UK EH1 3AN. Data was obtained from 13G/A that was filed with the Securities and Exchange Commission on February 14, 2022. |
(12) | Consists of shares of Ginkgo Class A common stock. All shares of 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. Data was obtained from 13G/A that was filed with the Securities and Exchange Commission on September 24, 2021. |
(13) | Consists of shares of Ginkgo Class A common stock. The limited partners that share beneficial ownership of the shares held by General Atlantic (GK), L.P. (“GA GL”) 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”) are collectively referred to as the “GA Finds”. The address of GA LP, GAP 100, GAPCO III, GAPCO IV, GAPCO V, GAPCO CDA, GA GenPar, GA SPV and GA GK is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. The address of GAP Bermuda EU, GenPar Bermuda and GAP Bermuda is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. 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 The GA Funds share beneficial ownership of the shares of common stock held by GA GK. The general partner of GA GK is GA SPV. The general partner of GAP 100 is GA GenPar. The general partner of GAP Bermuda EU is GenPar Bermuda. GA LP, which is controlled by the Management Committee of GASC MGP, LLC (the “GA Management Committee”), is the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA and GA GenPar, and the sole member of GA SPV. The general partner of GenPar Bermuda is GAP Bermuda, which is also controlled by the GA Management Committee. There are nine members of the GA Management Committee. By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares that each owns of record. Each of the members of the GA Management Committee disclaims ownership of the shares of common stock reported herein except to the extent he or she has a pecuniary interest therein. Data was obtained from 13G/A that was filed with the Securities and Exchange Commission on February 11, 2022. |
(14) | Consists of (a) 2,699,296 shares of Class A Common Stock held of record by the Reporting Person; (b) 8,972,183 shares of Class B common stock, $0.0001 per share, of the Issuer (the “Class B Common Stock”) held of record by the Reporting Person; (c) 6,995,255 shares of Class A Common Stock held of record by the Knight Family Trust dated August 20, 2019; (d) 47,423,785 shares of Class A Common Stock held of record by the Thomas F. Knight, Jr., Trustee of The Thomas F. Knight Jr. Grantor Retained Annuity Trust or his/her successor in trust; and (e) 8,992,533 shares of Class A Common Stock held of record by the Thomas F. Knight Jr. Grantor Retained Annuity Trust (2) dated December 16, 2020. The Reporting Person serves as co-trustee for the Thomas F. Knight, Jr., Trustee of The Thomas F. Knight Jr. Grantor Retained Annuity Trust or his/her successor in trust and the Thomas F. Knight Jr. Grantor Retained Annuity Trust (2) dated December 16, 2020, and the Reporting Person’s spouse serves as co-trustee for the Knight Family Trust dated August 20, 2019. As such, the Reporting Person may be deemed to share beneficial ownership over the shares held of record by each of the trusts. The shares of Class B Common Stock may be redeemed by the holder at any time for shares of Class A Common Stock on a one-to-one |
(15) | Consists of shares of Ginkgo Class A common stock. The address for this stockholder is 510 Madison Avenue, 28th 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. Data was obtained from 13G/A that was filed with the Securities and Exchange Commission on February 10, 2022. |
Number of securities to be issued upon exercise of outstanding options and vesting of outstanding restricted stock units (#) |
Weighted- average exercise price of outstanding options ($) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) (#) |
||||||||||
Equity compensation plans approved by security holders(1) |
193,550,805 | (2) | $ | 0.05 | 200,569,979 | (3)(4) | ||||||
Equity compensation plans not approved by security holders |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Total |
193,550,805 | $ | 0.05 | 200,569,979 | ||||||||
|
|
|
|
|
|
(1) | Includes the Ginkgo Bioworks Holdings, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). |
(2) | Includes 25,228,863 shares of common stock issuable upon the exercise of outstanding stock options and 168,321,952 shares of common stock issuable upon settlement of outstanding restricted stock units. |
(3) | As of December 31, 2021, there were 200,569,979 shares available for grant under the 2021 Plan. |
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 |
|||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner |
Shares |
% |
Shares |
% |
Shares |
% |
Shares |
% |
||||||||||||||||||||||||||||||||||||
Baillie Gifford & Co. (4) |
89,462,613 | 6.4 | % | — | — | 1.2 | % | 10,300,000 | 79,162,613 | 5.4 | % | — | — | 1.6 | % | |||||||||||||||||||||||||||||
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 | — | — | — | — | — |
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 |
|||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner |
Shares |
% |
Shares |
% |
Shares |
% |
Shares |
% |
||||||||||||||||||||||||||||||||||||
Cascade Investment, L.L.C. (12) |
151,800,304 | 10.8 | % | — | — | 2.0 | % | 3,000,000 | 148,800,304 | 10.1 | % | — | — | 3.0 | % | |||||||||||||||||||||||||||||
Viking Global Opportunities Illiquid Investment (13) |
338,907,570 | 24.1 | % | — | — | 4.5 | % | 2,000,000 | 336,907,570 | 22.9 | % | — | — | 6.7 | % | |||||||||||||||||||||||||||||
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 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
ARK PIPE Fund I LLC (18) |
1,500,000 | * | — | — | * | 1,500,000 | — | — | — | — | — |
|||||||||||||||||||||||||||||||||
Certain funds and accounts advisedor 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 | — | — | — | — | — |
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 |
|||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner |
Shares |
% |
Shares |
% |
Shares |
% |
Shares |
% |
||||||||||||||||||||||||||||||||||||
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 | 5.4 | % | — | — | 1.6 | % | |||||||||||||||||||||||||||||
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 | 7.8 | % | — | — | 2.3 | % | |||||||||||||||||||||||||||||
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 | — | — | — | — | — |
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 |
|||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner |
Shares |
% |
Shares |
% |
Shares |
% |
Shares |
% |
||||||||||||||||||||||||||||||||||||
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 prior to the offering is calculated based on 1,973,172,728 outstanding shares of Ginkgo common stock as of September 16, 2021. The percentage of beneficial ownership after this offering is calculated based on 1,471,604,276 shares of Ginkgo common stock as of March 17, 2022. The calculation of percentage of beneficial ownership prior to and after this offering excludes shares of 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 Class A common stock and Class B common stock, as a single class. The holders of Class B common stock are entitled to ten votes per share, and holders of 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 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 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 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 Ginkgo Class A 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 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 Class A common stock received in the Business Combination including 15,942,437 Earn-out Consideration shares. The shares of 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, as of September 16, 2021, (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 Class A common stock received in the Business Combination including 36,096,214 Earn-out Consideration shares held by the Opportunities Fund. For avoidance of doubt, we have assumed for purposes of this filing that the Selling Stockholders have made no other purchases, sales or conversions of our Class A common stock or Private Placement Warrants, including conversions of our Class A common stock into shares of Class C common stock, since September 16, 2021. The Opportunities Fund has the authority to dispose of and vote the 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 Ginkgo Class A common stock, consisting of: (i) 500,000 PIPE Shares (ii) an additional 2,035,904 shares of Class A common stock, (iii) 553,200 of units (consisting 553,200 shares of the Class A common stock and 110,640 shares of Class A common stock issuable upon exercise of certain public warrants) and (iv) 378,183 shares of Class A common stock issuable upon exercise of certain public warrants); (b) ICS Opportunities, Ltd. (“ICS Opportunities”), beneficially owns 3,263,255 shares of Class A common stock consisting of: (i) 1,500,000 PIPE Shares, (ii) an additional 1,423,255 shares of Class A common stock and (iii) 340,000 shares of 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 Class A common stock consisting of: (i) 69,321 shares of 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 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 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 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 Ginkgo common stock that are beneficially owned by SP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of 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 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 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 Class A common stock, and 3,046 warrants for shares of 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 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 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 Class A common stock held by Senator Global Opportunity Master Fund LP and 78,668,815 shares of 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 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 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 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 |
41 | Chief Executive Officer and Founder; Director | ||||
Reshma Shetty |
41 | President, Chief Operating Officer and Founder; Director | ||||
Mark Dmytruk |
50 | Chief Financial Officer | ||||
Arie Belldegrun |
72 | Director | ||||
Marijn Dekkers |
64 | Director | ||||
Christian Henry |
54 | Director | ||||
Reshma Kewalramani |
49 | Director | ||||
Shyam Sankar |
40 | Director | ||||
Harry E. Sloan |
71 | Director |
• | Ginkgo has independent director representation on its audit, compensation and nominating and corporate governance committees, 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 qualifies as an “audit committee financial expert” as defined by the SEC; and |
• | it implements a range of other corporate governance practices, including notifications around proposed membership on outside boards to prevent conflicts of interest and implementing a director orientation and continuing 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 ($)(1) |
Bonus ($) |
Stock Awards ($)(2) |
All Other Compensation ($)(3) |
Total ($) |
||||||||||||||||||
Jason Kelly |
2021 | $ | 250,000 | $ | — | $ | 363,924,473 | (4) | $ | 12,500 | $ | 364,186,973 | ||||||||||||
Chief Executive Officer |
2020 | $ | 250,000 | $ | 414,841 | $ | 9,854,097 | $ | 14,250 | $ | 10,533,188 | |||||||||||||
Reshma Shetty |
2021 | $ | 250,000 | $ | — | $ | 363,924,473 | (4) | $ | 12,500 | $ | 364,186,973 | ||||||||||||
President and Chief Operating Officer |
2020 | $ | 250,000 | $ | 415,386 | $ | 9,854,097 | $ | 14,250 | $ | 10,533,733 | |||||||||||||
Mark Dmytruk |
2021 | $ | 425,000 | $ | — | $ | 39,629,178 | (4) | $ | 14,500 | $ | 40,068,678 | ||||||||||||
Chief Financial Officer |
2020 | $ | 63,750 | $ | — | $ | — | $ | 2,861 | $ | 66,611 |
(1) | Mr. Dmytruk participated in a salary exchange program during 2021 and elected to be paid $50,000 of his 2021 base salary in the form of restricted stock units and was granted 65,375 restricted stock units in April 2021 with a grant date fair value of $888,446. See “ Narrative to Summary Compensation Table—2021 Salaries |
(2) | Amounts reflect the full grant-date fair value of restricted stock units granted during 2021 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. For Mr. Dmytruk, this includes $838,446, which represents the grant date fair value of the restricted stock units that were granted as part of the salary exchange program that exceeded the $50,000 portion of his base salary that he elected to exchange. |
(3) | Amounts represent matching contributions under Ginkgo’s 401(k) plan. |
(4) | Amounts for Dr. Kelly $142,097,631, Dr. Shetty $142,097,631 and Mr. Dmytruk $23,125,369 reflect the incremental fair value over the historical grant date fair value attributable to the modification of restricted stock units on November 17, 2021. We provide information regarding the assumptions used to calculate the value of all restricted stock units made to named executive officers in Note 18 to the consolidated financial statements included in this prospectus. |
Name |
2021 Annual Base Salary ($) |
|||
Jason Kelly |
$ | 250,000 | ||
Reshma Shetty |
$ | 250,000 | ||
Mark Dmytruk |
$ | 425,000 |
Stock Awards |
||||||||||||||||||||
Name |
Grant Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($)(7) |
Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7) |
|||||||||||||||
Jason Kelly |
1/1/2020 | 4,324,037 | (1) | $ | 35,932,747 | 389,151 | (6) | $ | 3,233,845 | |||||||||||
1/1/2020 | 129,719 | (2) | $ | 1,077,965 | — | $ | — | |||||||||||||
8/18/2021 | 21,458,317 | (1) | $ | 178,318,614 | 1,931,193 | (6) | $ | 16,048,214 | ||||||||||||
8/18/2021 | 643,734 | (2) | $ | 5,349,430 | — | $ | — | |||||||||||||
Reshma Shetty |
1/1/2020 | 4,324,037 | (1) | $ | 35,932,747 | 389,151 | (6) | $ | 3,233,845 | |||||||||||
1/1/2020 | 129,719 | (2) | $ | 1,077,965 | — | $ | — | |||||||||||||
8/18/2021 | 21,458,317 | (1) | $ | 178,318,614 | 1,931,193 | (6) | $ | 16,048,214 | ||||||||||||
8/18/2021 | 643,734 | (2) | $ | 5,349,430 | — | $ | — | |||||||||||||
Mark Dmytruk |
3/2/2021 | 1,564,440 | (3) | $ | 13,000,496 | 198,768 | (6) | $ | 1,651,762 | |||||||||||
3/2/2021 | 48,315 | (2) | $ | 401,498 | — | $ | — | |||||||||||||
4/4/2021 | 47,670 | (4) | $ | 396,138 | 5,883 | (6) | $ | 48,888 | ||||||||||||
4/4/2021 | 1,472 | (2) | $ | 12,232 | — | $ | — | |||||||||||||
8/2/2021 | 300,619 | (5) | $ | 2,498,144 | 30,918 | (6) | $ | 256,929 | ||||||||||||
8/2/2021 | 9,236 | (2) | $ | 76,751 | — | $ | — |
(1) | The restricted stock units granted to Dr. Kelly and Dr. Shetty will fully vest on October 1, 2022, subject to the named executive officer’s continued service to Ginkgo through such date. |
(2) | Represents restricted stock for which the event condition had been satisfied as of December 31, 2021. The restricted stock granted to Dr. Kelly and Dr. Shetty will fully vest on October 1, 2022, subject to the named executive officer’s continued service to Ginkgo through such date. The restricted stock granted to Mr. Dmytruk will vest pursuant to the vesting schedule applicable to the restricted stock units that have the same grant date as such restricted stock, provided that any restricted stock scheduled to vest on or after January 1, 2022 and prior to October 1, 2022 will not vest until October 1, 2022, subject to Mr. Dmytruk’s continued service to Ginkgo through each applicable vesting date and accelerated vesting of some shares in the event his employment is terminated without cause or due to his death. |
(3) | The restricted stock units granted to Mr. Dmytruk began vesting November 9, 2021 and will continue to vest in substantially equal monthly installments until November 1, 2024, subject to his continued service to Ginkgo through such dates. In addition, 644,180 restricted stock units were conditionally vested as of December 31, 2021, subject to the satisfaction of the “event condition”, which was subsequently met on March 15, 2022. |
(4) | The restricted stock units granted to Mr. Dmytruk began vesting November 30, 2021 and will continue to vest in substantially equal monthly installments until December 1, 2024, subject to his continued service to Ginkgo through such dates. In addition, 17,705 restricted stock units were conditionally vested as of December 31, 2021, subject to the satisfaction of the “event condition”, which was subsequently met on March 15, 2022. |
(5) | The restricted stock units granted to Mr. Dmytruk began vesting December 1, 2021 and will continue to vest in substantially equal monthly installments until July 1, 2025, subject to his continued service to Ginkgo through such dates. In addition, 42,944 restricted stock units were conditionally vested as of December 31, 2021, subject to the satisfaction of the “event condition”, which was subsequently met on March 15, 2022. |
(6) | Represents restricted stock which vest in three substantially equal installments if the trading price per share of Class A common stock at any point during the trading hours of a trading day is greater than or equal to |
the following thresholds for any 20 trading days within any period of 30 consecutive trading days during the five year period after the closing of the Business Combination: $15.00, $17.50 and $20.00. Once the condition has been satisfied, the shares will be subject to the same service-based vesting applicable to the named executive officer’s restricted stock units, as described in the footnotes to this table. |
(7) | Amount shown is based on the closing price of our Class A common stock of $8.31 on December 31, 2021. |
• | An annual director fee of $50,000; |
• | If the director serves as lead independent director or chair or on a committee of the Ginkgo Board, an additional annual fee as follows: |
• | Chair of the 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. |
• | Generally each non-employee director who is initially elected or appointed to the Ginkgo Board (other than those non-employee directors who were appointed by SRNG to serve on the 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 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 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 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 stockholders, the value of the Additional Initial Option and the Additional Initial RSU will be prorated in accordance with the terms of the program. |
• | If the non-employee director has served on the Ginkgo Board as of the date of an annual meeting of stockholders 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 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 $200,000 by the fair market value of a share of Ginkgo Class A common stock (the “Subsequent RSU”). |
Name |
Fees Earned or Paid in Cash ($)(1) |
Stock Awards ($)(2) |
Option Awards ($)(2) |
Total ($) |
||||||||||||
Arie Belldegrun |
16,563 | — | — | 16,563 | ||||||||||||
Marijn Dekkers |
30,533 | 30,430,090 | — | 30,460,623 | ||||||||||||
Christian Henry |
22,323 | 20,000,194 | — | 20,022,517 | ||||||||||||
Reshma Kewalramani |
15,842 | 132,052 | 532,053 | 679,947 | ||||||||||||
Evan Lodes |
— | — | — | — | ||||||||||||
Shyam Sankar |
20,163 | 20,625,832 | — | 20,645,995 | ||||||||||||
Harry Sloan |
17,283 | — | — | 17,283 |
(1) | Amounts shown include annual fees earned for service on the board of directors and committees of the board, pro-rated for the portion of the year following the Business Combination. No compensation was earned by any non-employee director during 2021 prior to the Business Combination. |
(2) | Amounts reflect the full grant-date fair value of restricted stock units and options granted during 2021 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. Amounts shown for Dr. Dekkers ($30,430,090), Mr. Henry ($20,000,194) and Mr. Sankar ($20,625,832) reflect the incremental fair value attributable to the modification of equity awards during 2021. We provide information regarding the assumptions used to calculate the value of all restricted stock units and options made to our directors in Note 18 to the consolidated financial statements included in this prospectus. |
Name |
Options Outstanding at Fiscal Year End (#) |
Restricted Stock Outstanding at Fiscal Year End (#) |
Restricted Stock Units Outstanding at Fiscal Year End (#) |
|||||||||
Arie Belldegrun |
— | — | — | |||||||||
Marijn Dekkers |
— | 281,217 | 3,124,756 | |||||||||
Christian Henry |
— | 175,911 | 1,954,629 | |||||||||
Reshma Kewalramani |
69,431 | — | 9,818 | |||||||||
Shyam Sankar |
— | 175,911 | 1,954,629 | |||||||||
Harry Sloan |
— | — | — |
Name |
Shares of Series E Preferred Stock |
Total Purchase Price (Rounded) |
||||||
Entities affiliated with Anchorage Capital Group(1) |
105,500 | $ | 15,053,014 | |||||
Entities affiliated with Baillie Gifford & Co.(2) |
200,479 | $ | 29,104,581 | |||||
Cascade Investment, L.L.C.(3) |
268,376 | $ | 38,719,465 | |||||
General Atlantic (GK), L.P.(4) |
513,449 | $ | 76,109,274 | |||||
Novalis Life Sciences Investments I, LP(5) |
52,755 | $ | 7,527,123 | |||||
Senator Global Opportunity Master Fund LP(6) |
70,489 | $ | 10,057,534 | |||||
Viking Global Opportunities Illiquid Investments Sub-Master LP(7) |
731,562 | $ | 106,379,679 |
(1) | Entities affiliated with Anchorage 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) | GA GK 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 LifeSciences. |
(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 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) | GA GK 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 LifeSciences. |
(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 | |||||
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) | GA GK 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 former member of Old 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. |
• | any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director or executive officer of the Company or a nominee to become a director of the Company; |
• | any person who is known to be the beneficial owner of more than 5% of any class of the Company’s voting securities; |
• | any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law sister-in-law |
• | any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest in any class of the Company’s voting securities. |
• | 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 method of accounting with respect to the PIPE Shares; |
• | 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; |
• | one or more underwritten offerings; |
• | block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | in market transactions, including transactions on a national securities exchange or quotations service or over-the-counter market; |
• | distributions to their members, partners or stockholders |
• | settlement of short sales entered into after the date of the registration statement of which this prospectus is a part is declared effective by the SEC; |
• | 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 |
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F-5 |
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F-7 |
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F-9 |
As of December 31, |
||||||||
2021 |
2020 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Accounts receivable, net |
||||||||
Accounts receivable—related parties |
||||||||
Inventory, net |
||||||||
Prepaid expenses and other current assets |
||||||||
Total current assets |
||||||||
Property and equipment, net |
||||||||
Investments |
||||||||
Equity method investments |
||||||||
Intangible assets, net |
||||||||
Goodwill |
||||||||
Loans receivable, net of current portion |
||||||||
Other non-current assets |
||||||||
Total assets |
$ | $ | ||||||
Liabilities and Stockholders’ Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Deferred revenue (includes $ |
||||||||
Accrued expenses and other current liabilities |
||||||||
Total current liabilities |
||||||||
Non-current liabilities: |
||||||||
Deferred rent, net of current portion |
||||||||
Deferred revenue, net of current portion (includes $ |
||||||||
Lease financing obligation |
||||||||
Warrant liabilities |
||||||||
Other non-current liabilities |
||||||||
Total liabilities |
||||||||
Commitments and contingencies (Note 14) |
||||||||
Stockholders’ equity (1) : |
||||||||
Preferred stock, $ |
||||||||
Class A, Class B and Class C common stock $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Accumulated other comprehensive loss |
( |
) | ||||||
Total Ginkgo Bioworks Holdings, Inc. stockholders’ equity |
||||||||
Non-controlling interest |
||||||||
Total stockholders’ equity |
||||||||
Total liabilities and stockholders’ equity |
$ | $ | ||||||
(1) | Balances as of December 31, 2020 have been retroactively restated for the reverse recapitalization as described in Note 2. |
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Foundry revenue (related party revenue of $ |
$ | $ | $ | |||||||||
Biosecurity revenue: |
||||||||||||
Product |
||||||||||||
Service |
||||||||||||
Total revenue |
||||||||||||
Costs and operating expenses: |
||||||||||||
Cost of Biosecurity product revenue |
||||||||||||
Cost of Biosecurity service revenue |
||||||||||||
Research and development |
||||||||||||
General and administrative |
||||||||||||
Total operating expenses |
||||||||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ||||||
Other (expense) income: |
||||||||||||
Interest income |
||||||||||||
Interest expense |
( |
) | ( |
) | ( |
) | ||||||
Loss on equity method investments |
( |
) | ( |
) | ( |
) | ||||||
Loss on investments |
( |
) | ( |
) | ( |
) | ||||||
Change in fair value of warrant liabilities |
||||||||||||
Gain on settlement of partnership agreement |
||||||||||||
Other (expense) income, net |
( |
) | ||||||||||
Total other (expense) income, net |
( |
) | ( |
) | ||||||||
Loss before income taxes |
( |
) | ( |
) | ( |
) | ||||||
Income tax (benefit) provision |
( |
) | ||||||||||
Net loss |
( |
) | ( |
) | ( |
) | ||||||
Net loss attributable to non-controlling interest |
( |
) | ( |
) | ( |
) | ||||||
Net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Net loss per share attributable to Ginkgo Bioworks Holdings, Inc. (1) common stockholders: |
||||||||||||
Basic |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Weighted average common shares outstanding (1) |
||||||||||||
Basic |
||||||||||||
Diluted |
||||||||||||
Comprehensive loss: |
||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Other comprehensive loss: |
||||||||||||
Foreign currency translation adjustment |
( |
) | ||||||||||
Total other comprehensive loss |
( |
) | ||||||||||
Comprehensive loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
(1) | Amounts for the year ended December 31, 2020 and 2019 have been retroactively restated for the reverse recapitalization as described in Note 2. |
Series B, C, D, E Convertible Preferred Stock |
Old Ginkgo Common Stock |
Common Stock |
||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||
Balance as of December 31, 2018 (as previously reported) |
$ | $ | $ | |||||||||||||||||||||
Retroactive application of the reverse recapitalization |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of December 31, 2018 |
— | — | — | — | ||||||||||||||||||||
Exercise of stock options |
— | — | — | — | — | |||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs of $ |
— | — | — | — | ||||||||||||||||||||
Beneficial conversion feature of convertible promissory notes |
— | — | — | — | — | — | ||||||||||||||||||
Conversion of convertible promissory notes into Series E convertible preferred stock |
— | — | — | — | ||||||||||||||||||||
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 |
||||||||||||||||||||||||
Exercise of stock options |
— | — | — | — | — | |||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs of $ |
— | — | — | — | ||||||||||||||||||||
Vesting of restricted stock awards |
— | — | — | — | — | |||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | ||||||||||||||||||
Net loss and comprehensive loss |
— | — | — | — | — | — | ||||||||||||||||||
Balance as of December 31, 2020 |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Issuance of common stock upon exercise or vesting of equity awards |
— | — | — | — | ||||||||||||||||||||
Vesting of restricted stock—earnouts |
— | — | — | — | ||||||||||||||||||||
Tax withholdings related to net share settlement of equity awards |
— | — | — | — | ( |
) | — | |||||||||||||||||
Founder shares repurchase |
— | — | — | — | ( |
) | — | |||||||||||||||||
Issuance of warrants to purchase Series D convertible preferred stock |
— | — | — | — | — | — | ||||||||||||||||||
Issuance of Series D and B convertible preferred stock upon exercise of warrants |
— | — | — | — | — | |||||||||||||||||||
Issuance of Series E convertible preferred stock in exchange for warrants |
— | — | — | — | — | |||||||||||||||||||
Issuance of common stock for a business acquisition |
— | — | — | — | — | |||||||||||||||||||
Issuance of common stock upon reverse recapitalization, net of offering costs (Note 3) |
— | — | — | — | ||||||||||||||||||||
Assumption of Public and Private Placement Warrants |
— | — | — | — | — | — | ||||||||||||||||||
Contributions from non-controlling interests |
— | — | — | — | — | — | ||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | ||||||||||||||||||
Foreign currency translation |
— | — | — | — | — | — | ||||||||||||||||||
Net loss |
— | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of December 31, 2021 |
$ | $ | $ | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Treasury Stock |
||||||||||||||||||||||||||||
Shares |
Amount |
Additional Paid-In Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Loss |
Non- Controlling Interest |
Total Stockholders’ Equity |
||||||||||||||||||||||
Balance as of December 31, 2018 (as previously reported) |
( |
) | $ | ( |
) | $ | $ | ( |
) | $ | — | $ | $ | |||||||||||||||
Retroactive application of the reverse recapitalization |
( |
) | ( |
) | — | — | — | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of December 31, 2018 |
( |
) | ( |
) | ( |
) | — | |||||||||||||||||||||
Exercise of stock options |
— | — | — | — | — | |||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs of $ |
— | — | — | — | — | |||||||||||||||||||||||
Beneficial conversion feature of convertible promissory notes |
— | — | ( |
) | — | — | — | ( |
) | |||||||||||||||||||
Conversion of convertible promissory notes into Series E convertible preferred stock |
— | — | — | — | — | |||||||||||||||||||||||
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 |
( |
) | — | |||||||||||||||||||||||||
Exercise of stock options |
— | — | — | — | — | |||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs of $ |
— | — | — | — | — | |||||||||||||||||||||||
Vesting of restricted stock awards |
— | — | — | — | — | — | — | |||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | |||||||||||||||||||||||
Net loss and comprehensive loss |
— | — | — | ( |
) | — | ( |
) | ( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of December 31, 2020 |
( |
) | ||||||||||||||||||||||||||
Issuance of common stock upon exercise or vesting of equity awards |
— | — | — | — | — | |||||||||||||||||||||||
Vesting of restricted stock—earnouts |
— | — | ( |
) | — | — | — | — | ||||||||||||||||||||
Tax withholdings related to net share settlement of equity awards |
— | — | ( |
) | — | — | — | ( |
) | |||||||||||||||||||
Founder shares repurchase |
— | — | ( |
) | — | — | — | ( |
) | |||||||||||||||||||
Issuance of warrants to purchase Series D convertible preferred stock |
— | — | — | — | — | |||||||||||||||||||||||
Issuance of Series D and B convertible preferred stock upon exercise of warrants |
— | — | — | — | — | — | — | |||||||||||||||||||||
Issuance of Series E convertible preferred stock in exchange for warrants |
— | — | — | — | — | — | — | |||||||||||||||||||||
Issuance of common stock for a business acquisition |
— | — | — | — | — | |||||||||||||||||||||||
Issuance of common stock upon reverse recapitalization, net of offering costs (Note 3) |
— | — | — | — | — | |||||||||||||||||||||||
Assumption of Public and Private Placement Warrants |
— | — | ( |
) | — | — | — | ( |
) | |||||||||||||||||||
Contributions from non-controlling interests |
— | — | — | — | — | |||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | |||||||||||||||||||||||
Foreign currency translation |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Net loss |
— | — | — | ( |
) | — | ( |
) | ( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of December 31, 2021 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Cash flows from operating activities: |
||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||||||
Depreciation and amortization |
||||||||||||
Stock-based compensation |
||||||||||||
Non-cash equity consideration |
( |
) | ||||||||||
Loss on equity method investments |
||||||||||||
Loss on investments |
||||||||||||
Change in fair value of loans receivable |
( |
) | ( |
) | ||||||||
Change in fair value of warrant liabilities |
( |
) | ||||||||||
Other non-cash activity |
( |
) | ( |
) | ||||||||
Changes in operating assets and liabilities: |
||||||||||||
Accounts receivable ($ |
( |
) | ( |
) | ( |
) | ||||||
Prepaid expenses and other current assets |
( |
) | ( |
) | ( |
) | ||||||
Inventory |
( |
) | ( |
) | ||||||||
Other non-current assets |
( |
) | ( |
) | ||||||||
Accounts payable |
( |
) | ||||||||||
Accrued expenses and other current liabilities |
||||||||||||
Deferred revenue, current and non-current ($ |
( |
) | ( |
) | ||||||||
Deferred rent, non-current |
||||||||||||
Other non-current liabilities |
||||||||||||
|
|
|
|
|
|
|||||||
Net cash used in operating activities |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Cash flows from investing activities: |
||||||||||||
Purchases of property and equipment |
( |
) | ( |
) | ( |
) | ||||||
Purchases and issuances of loan receivable |
( |
) | ( |
) | ||||||||
Proceeds from loans receivable |
||||||||||||
Purchase of investments |
( |
) | ( |
) | ||||||||
Business acquisition, net of cash acquired |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Cash flows from financing activities: |
||||||||||||
Proceeds from reverse recapitalization, net of redemptions of $ |
||||||||||||
Proceeds from exercise of stock options |
||||||||||||
Repurchases of common stock |
( |
) | ( |
) | ||||||||
Taxes paid related to net share settlement of equity awards |
( |
) | ||||||||||
Principal payments on capital leases and lease financing obligation |
( |
) | ( |
) | ( |
) | ||||||
Proceeds from lease financing obligation |
||||||||||||
Contributions from non-controlling interests |
||||||||||||
Proceeds from issuance of convertible promissory notes, net of issuance costs |
||||||||||||
Proceeds from issuance of Series E convertible preferred stock, net of issuance costs |
||||||||||||
|
|
|
|
|
|
|||||||
Net cash provided by financing activities |
||||||||||||
|
|
|
|
|
|
|||||||
Effect of foreign exchange rates on cash and cash equivalents |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
( |
) | ||||||||||
Cash, cash equivalents and restricted cash, beginning of period |
||||||||||||
|
|
|
|
|
|
|||||||
Cash, cash equivalents and restricted cash, end of period |
$ | $ | $ | |||||||||
|
|
|
|
|
|
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Supplemental disclosure of cash flow information: |
||||||||||||
Cash paid for interest |
$ | $ | $ | |||||||||
Cash paid for income taxes |
$ | $ | $ | |||||||||
Supplemental disclosure of non-cash investing and financing activities: |
||||||||||||
Purchases of equipment through capital leases |
$ | $ | $ | |||||||||
Purchases of property and equipment included in accounts payable and accrued expenses |
$ | $ | $ | |||||||||
Equity received in related parties |
$ | $ | $ | |||||||||
Purchase of non-marketable equity securities |
$ | $ | $ | |||||||||
Issuance of common stock for a business acquisition |
$ | $ | $ | |||||||||
Acquisition date fair value of contingent consideration |
$ | $ | $ | |||||||||
Purchases and issuances of loans receivable |
$ | $ | $ | |||||||||
Initial fair value of warrant liabilities |
$ | $ | $ | |||||||||
Conversion of convertible promissory notes to preferred stock |
$ | $ | $ | |||||||||
Series E convertible preferred stock issuance costs included in accrued expenses |
$ | $ | $ | |||||||||
Lease financing obligation for build-to-suit |
$ | $ | $ |
As of December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Cash and cash equivalents |
$ | $ | $ | |||||||||
Restricted cash |
||||||||||||
|
|
|
|
|
|
|||||||
Total cash, cash equivalents and restricted cash |
$ | $ | $ | |||||||||
|
|
|
|
|
|
Estimated Useful Life | ||
Computer equipment and software |
||
Furniture and fixtures |
||
Lab equipment |
||
Facilities |
||
Vehicles |
||
Leasehold improvements |
• | 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. |
• | $ |
• | $ |
• | $ |
• | $ |
Cash—SRNG Trust and cash (net of redemptions) |
$ | |||
Cash—PIPE Investment |
||||
Less: Payment of underwriter fees and other offering costs |
( |
) | ||
Net proceeds from the Business Combination |
$ | |||
SRNG shares outstanding prior to the Business Combination |
||||
Less: redemption of SRNG shares prior to the Business Combination |
( |
) | ||
Less: SRNG shares forfeited |
( |
) | ||
Common stock of SRNG (1) |
||||
Shares issued pursuant to the PIPE Investment |
||||
Business Combination and PIPE Investment shares |
||||
Conversion of Old Ginkgo Series B preferred stock to common stock |
||||
Conversion of Old Ginkgo Series C preferred stock to common stock |
||||
Conversion of Old Ginkgo Series D preferred stock to common stock |
||||
Conversion of Old Ginkgo Series E preferred stock to common stock |
||||
Conversion of Old Ginkgo common stock (2) |
||||
Total shares of New Ginkgo common stock outstanding immediately following the Business Combination |
||||
(1) | Includes |
(2) | Excludes |
Cash |
$ | |||
Fair value of Class A common stock |
||||
Contingent consideration |
||||
Total Dutch DNA consideration |
$ | |||
Cash |
$ | |||
Accounts receivable |
||||
Prepaid expenses and other current assets |
||||
Property, plant and equipment |
||||
Intangibles (1) |
||||
Goodwill (2) |
||||
Accounts payable |
( |
) | ||
Accrued expenses and other current liabilities |
( |
) | ||
Other non-current liabilities |
( |
) | ||
Net assets acquired |
$ | |||
(1) | Estimated useful life of 15 years. |
(2) | Non-deductible for tax purposes. |
As of December 31, 2021 |
||||||||||||||||
Total |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
Assets: |
||||||||||||||||
Money market funds, included in cash and cash equivalents |
$ | $ | $ | $ | ||||||||||||
Synlogic, Inc. common stock, included in investments |
||||||||||||||||
Synlogic, Inc. warrants, included in investments |
||||||||||||||||
Cronos Group Inc. common stock, included in investments |
||||||||||||||||
Loans receivable, included in prepaid expenses and other current assets |
||||||||||||||||
Total assets |
$ | $ | $ | $ | ||||||||||||
Liabilities: |
||||||||||||||||
Public Warrants, included in warrant liabilities |
$ | $ | $ | $ | ||||||||||||
Private Placement Warrants, included in warrant liabilities |
||||||||||||||||
Contingent consideration, included in other non-current liabilities |
||||||||||||||||
Total liabilities |
$ | $ | $ | $ | ||||||||||||
As of December 31, 2020 |
||||||||||||||||
Total |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
Assets: |
||||||||||||||||
Money market funds, included in cash and cash equivalents |
$ | $ | $ | $ | ||||||||||||
Synlogic, Inc. common stock, included in investments |
||||||||||||||||
Synlogic, Inc. warrants, included in investments |
||||||||||||||||
Loans receivable, included in prepaid expenses and other current assets |
||||||||||||||||
Loans receivable, net of current portion |
||||||||||||||||
Total assets |
$ | $ | $ | $ | ||||||||||||
2021 |
2020 |
|||||||
Balance at January 1 |
$ | $ | ||||||
Purchases and issuances |
||||||||
Proceeds from loans receivable |
( |
) | ( |
) | ||||
Conversion of promissory notes |
( |
) | ||||||
Change in fair value |
( |
) | ||||||
Balance at December 31 |
$ | $ | ||||||
September 16, 2021 (Closing) |
December 31, 2021 |
|||||||
Exercise price |
$ | $ | ||||||
Stock price |
$ | $ | ||||||
Volatility |
% | % | ||||||
Term (in years) |
||||||||
Risk-free interest rate |
% | % |
2021 |
||||
Balance at January 1 |
$ | |||
Additions pursuant to the Business Combination |
||||
Change in fair value |
( |
) | ||
Balance at December 31 |
$ | |||
2021 |
||||
Balance at January 1 |
$ | |||
Acquisition |
||||
Change in fair value |
( |
) | ||
Balance at December 31 |
$ | |||
As of December 31, |
||||||||
2021 |
2020 |
|||||||
Prepaid expenses |
$ | $ | ||||||
Prepaid insurance |
||||||||
Prepaid inventory |
||||||||
Loans receivable |
||||||||
Other receivables |
||||||||
Other current assets |
||||||||
Prepaid expenses and other current assets |
$ | $ | ||||||
As of December 31, |
||||||||
2021 |
2020 |
|||||||
Finished goods |
$ | $ | ||||||
Raw materials |
||||||||
Work in process |
||||||||
Less: Inventory reserve |
( |
) | ( |
) | ||||
Inventory, net |
$ | $ | ||||||
As of December 31, |
||||||||
2021 |
2020 |
|||||||
Facilities |
$ | $ | ||||||
Furniture and fixtures |
||||||||
Lab equipment |
||||||||
Computer equipment and software |
||||||||
Leasehold improvements |
||||||||
Construction in progress |
||||||||
Vehicles |
||||||||
Total property and equipment |
||||||||
Less: Accumulated depreciation |
( |
) | ( |
) | ||||
Property and equipment, net |
$ | $ | ||||||
As of December 31, |
||||||||
2021 |
2020 |
|||||||
Investments: |
||||||||
Genomatica, Inc. preferred stock |
$ | $ | ||||||
Synlogic, Inc. common stock |
||||||||
Synlogic, Inc. warrants |
||||||||
Cronos Group Inc. common stock |
||||||||
Non-marketable equity securities |
||||||||
Total |
$ | $ | ||||||
Equity method investments (1) : |
||||||||
Joyn Bio, LLC |
$ | $ | ||||||
Other |
||||||||
Total |
$ | $ | ||||||
(1) | Equity method investments in Platform Ventures with a carrying value of |
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
(Loss) gain on investments: |
||||||||||||
Synlogic, Inc. common stock |
$ | $ | ( |
) | $ | ( |
) | |||||
Synlogic, Inc. warrants |
( |
) | ( |
) | ||||||||
Cronos Group Inc. |
( |
) | — | — | ||||||||
Total |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Loss on equity method investments: |
||||||||||||
Joyn Bio, LLC |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Allonnia, LLC |
( |
) | — | ( |
) | |||||||
Arcaea, LLC |
( |
) | — | — | ||||||||
Glycosyn, LLC |
— | — | ( |
) | ||||||||
Total |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
As of December 31, |
||||||||
2021 |
2020 |
|||||||
Cash and cash equivalents |
$ | $ | — | |||||
Prepaid expenses and other current assets |
— | |||||||
Equity method investments |
||||||||
Total assets |
$ | $ | ||||||
Accounts payable |
$ | $ | — | |||||
Accrued expenses and other current liabilities |
— | |||||||
Total liabilities |
$ | $ | — | |||||
As of December 31, |
||||||||
2021 |
2020 |
|||||||
Beginning balance |
$ | $ | ||||||
Goodwill acquired in Dutch DNA acquisition |
||||||||
Measurement period adjustment (see Note 4) |
||||||||
Currency translation |
( |
) | ||||||
Ending balance |
$ | $ | ||||||
Weighted Average Amortization Period |
Gross Carrying Value |
Accumulated Amortization |
Net (1) |
|||||||||||||
Balances as of December 31, 2021 |
||||||||||||||||
Acquired technology |
$ | $ | ( |
) | $ | |||||||||||
Balances as of December 31, 2020 |
||||||||||||||||
Acquired technology |
$ | $ | ( |
) | $ |
(1) | Includes a decrease of $ |
As of December 31, |
||||||||
2021 |
2020 |
|||||||
Employee compensation and benefits |
$ | $ | ||||||
Professional fees |
||||||||
Property and equipment |
||||||||
Product revenue accruals |
||||||||
Biosecurity service revenue accruals |
||||||||
Inventory related accruals |
||||||||
Lab supplies |
||||||||
External research and development expenses |
||||||||
Liability classified stock-based compensation (Note 18) |
||||||||
Capital lease obligation |
||||||||
Other current liabilities |
||||||||
Accrued expenses and other current liabilities |
$ | $ | ||||||
Years Ending December 31, |
Minimum Lease Payments (1) |
|||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total |
$ | |||
(1) | Excluded from the table above is $ build-to-suit |
Years Ending December 31, |
Minimum Lease Payments |
|||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total noncancelable payments |
$ | |||
Less: Imputed interest expense |
( |
) | ||
Present value of future minimum lease payments |
$ | |||
Contract Years |
Minimum Purchase Commitment |
|||
October 1, 2020 - March 31, 2022 |
||||
April 1, 2022 - March 31, 2023 |
||||
April 1, 2023 - March 31, 2024 |
||||
April 1, 2024 - March 31, 2025 |
||||
Thereafter |
||||
Total |
$ | |||
• | 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 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |
December 31, 2021 |
||||
Stock options issued and outstanding |
||||
Restricted stock units outstanding |
||||
Shares available for grant under the 2021 Plan |
||||
Shares available for grant under the ESPP |
||||
Warrants to purchase Class A common stock |
||||
Total common stock reserved for future issuances (1) |
||||
(1) |
Excludes unvested earnout shares which are restricted shares issued to equity holders of Old Ginkgo as part of the Business Combination (Note 3) and are recorded in equity as shares outstanding upon satisfying the vesting conditions. |
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 |
$ | |||||||||||||||
Granted |
$ | |||||||||||||||
Exercised |
( |
) | $ | |||||||||||||
Forfeited |
( |
) | $ | |||||||||||||
Outstanding as of December 31, 2021 |
$ | $ | ||||||||||||||
Exercisable as of December 31, 2021 |
$ | $ | ||||||||||||||
(1) | The aggregate intrinsic value is calculated as the difference between the Company’s closing stock price on the last trading day of the year and the exercise prices, multiplied by the number of in-the-money |
Year Ended December 31, 2021 |
||||
Risk-free interest rate |
% | |||
Dividend yield |
% | |||
Expected volatility |
% | |||
Expected term (in years) |
Restricted Stock Units |
Restricted Stock Awards |
|||||||||||||||
Number of Shares |
Weighted Average Grant Date Fair Value (1) |
Number of Shares |
Weighted Average Grant Date Fair Value |
|||||||||||||
Nonvested as of December 31, 2020 |
$ | $ | ||||||||||||||
Granted |
$ | — | ||||||||||||||
Vested |
( |
) | $ | ( |
) | $ | ||||||||||
Forfeited |
( |
) | $ | |||||||||||||
Nonvested as of December 31, 2021 |
$ | $ | ||||||||||||||
(1) | The weighted average grant date fair value of awards nonvested as of December 31, 2020 and awards forfeited prior to the modification date reflect the original grant date fair value and not the modification-date fair value. |
Year Ended December 31, 2021 |
||||
Risk-free interest rate |
||||
Expected volatility |
||||
Expected term (in years) |
||||
Dividend yield |
Number of Shares |
Weighted Average Grant Date Fair Value |
|||||||
Nonvested as of December 31, 2020 |
||||||||
Granted |
$ | |||||||
Vested |
( |
) | $ | |||||
Forfeited |
( |
) | $ | |||||
Nonvested as of December 31, 2021 |
$ | |||||||
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Research and development |
$ | $ | $ | |||||||||
General and administrative |
||||||||||||
Total |
$ | $ | $ | |||||||||
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Consumer and technology |
% | % | % | |||||||||
Food and nutrition |
% | % | % | |||||||||
Industrial and environment |
% | % | % | |||||||||
Agriculture |
% | % | % | |||||||||
Pharma and Biotech |
% | % | % | |||||||||
Government and Defense |
% | % | % | |||||||||
Total Foundry revenue |
% | % | % | |||||||||
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Domestic |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Foreign |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Total |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Current state income tax |
$ | $ | $ | |||||||||
Deferred federal income tax |
( |
) | ||||||||||
Deferred state income tax |
( |
) | ||||||||||
Deferred foreign income tax |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Income tax (benefit) expense |
$ | ( |
) | $ | $ | |||||||
|
|
|
|
|
|
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Federal income tax at statutory rate |
% | % | % | |||||||||
State income tax |
% | % | % | |||||||||
Change in valuation allowance |
( |
)% | ( |
)% | ( |
)% | ||||||
Executive compensation |
( |
)% | ||||||||||
Equity investments |
( |
)% | ( |
)% | ( |
)% | ||||||
Tax credits |
% | % | % | |||||||||
Non-deductible expenses and change in fair value of warrant liability |
% | ( |
)% | ( |
)% | |||||||
Other expenses |
( |
)% | % | % | ||||||||
|
|
|
|
|
|
|||||||
Effective tax rate |
% | ( |
)% | |||||||||
|
|
|
|
|
|
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Deferred tax assets: |
||||||||
Net operating loss carryforwards |
$ | $ | ||||||
Tax credit carryforwards |
||||||||
Accrued expenses |
||||||||
Deferred revenue |
||||||||
Stock-based compensation |
||||||||
Amortizable intangibles |
||||||||
Tenant allowance |
||||||||
|
|
|
|
|||||
Deferred tax assets before valuation allowance |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Deferred tax assets, net of valuation allowance |
||||||||
Deferred tax liabilities: |
||||||||
Amortizable intangibles |
( |
) | ||||||
Property and equipment |
( |
) | ( |
) | ||||
Basis differences |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Deferred tax liabilities |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net deferred taxes |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Beginning of Period |
Additions |
End of Period |
||||||||||
Deferred tax assets valuation allowance: |
||||||||||||
Year ended December 31, 2021 |
$ | $ | $ | |||||||||
Year ended December 31, 2020 |
$ | $ | $ |
Year ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Numerator: |
||||||||||||
Net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders, basic |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Change in fair value of warrant liabilities |
$ | |||||||||||
Net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders, diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Denominator |
||||||||||||
Weighted average common shares outstanding, basic |
||||||||||||
Weighted average effect of dilutive outstanding warrants |
||||||||||||
Weighted average common shares outstanding, diluted |
||||||||||||
Basic net loss per share |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Diluted net loss per share |
$ | ( |
) | $ | ( |
) | $ | ( |
) |
As of December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Warrants to purchase Class A common stock |
||||||||||||
Outstanding stock options |
||||||||||||
Unvested RSUs |
||||||||||||
Unvested RSAs |
||||||||||||
New Ginkgo and Sponsor earnout shares (1) |
||||||||||||
(1) |
Represents earnout shares for which the vesting conditions have not been satisfied. |
As of December 31, |
||||||||
2021 |
2020 |
|||||||
Accounts receivable: |
||||||||
Joyn |
$ | $ | ||||||
Motif |
||||||||
Genomatica |
||||||||
Allonnia |
||||||||
Arcaea |
||||||||
|
|
|
|
|||||
$ | $ | |||||||
|
|
|
|
|||||
Deferred revenue, current and non-current: |
||||||||
Joyn |
$ | $ | ||||||
Motif |
||||||||
Genomatica |
||||||||
Allonnia |
||||||||
Arcaea |
||||||||
Other equity investees |
||||||||
|
|
|
|
|||||
$ | $ | |||||||
|
|
|
|
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Foundry revenue: |
||||||||||||
Joyn |
$ | $ | $ | |||||||||
Motif |
||||||||||||
Genomatica |
||||||||||||
Allonnia |
— | |||||||||||
Arcaea |
— | — | ||||||||||
Other equity investees |
||||||||||||
|
|
|
|
|
|
|||||||
$ | $ | $ | ||||||||||
|
|
|
|
|
|
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. |
† | 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. |
* | Filed herewith. |
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. |
GINKGO BIOWORKS HOLDINGS, INC. | ||
By: |
/s/ Jason Kelly | |
Name: |
Jason Kelly | |
Title: | Chief Executive Officer |
Name |
Title |
Date | ||
/s/ Jason Kelly Jason Kelly |
Chief Executive Officer and Director (Principal Executive Officer) |
March 30, 2022 | ||
/s/ Mark Dmytruk Mark Dmytruk |
Chief Financial Officer (Principal Financial Officer) |
March 30, 2022 | ||
/s/ Marie Fallon Marie Fallon |
Chief Accounting Officer (Principal Accounting Officer) |
March 30, 2022 | ||
/s/ Reshma Shetty Reshma Shetty |
President, Chief Operating Officer and Director |
March 30, 2022 | ||
/s/ Marijn Dekkers Marijn Dekkers |
Director, Chair of the Board | March 30, 2022 | ||
/s/ Arie Belldegrun Arie Belldegrun |
Director | March 30, 2022 | ||
/s/ Christian Henry Christian Henry |
Director | March 30, 2022 | ||
/s/ Reshman Kewalramani Reshma Kewalramani |
Director | March 30, 2022 | ||
/s/ Shyam Sankar Shyam Sankar |
Director | March 30, 2022 |
Name |
Title |
Date | ||
/s/ Harry E. Sloan Harry E. Sloan |
Director | March 30, 2022 |