Ginkgo Bioworks Holdings, Inc 10-K/A, filed Sep 1, 2022

About this 10-K/A

Ginkgo Bioworks Holdings, Inc. (DNA)

10-K/A 2022-09-01 For: 2021-12-31

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Added on April 05, 2026

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Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Ginkgo Bioworks Holdings, Inc filed this 10-K/A on September 1, 2022, covering the fiscal year ended December 31, 2021.

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Delaware		87-2652913
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

27 Drydock Avenue 8th Floor Boston, MA		02210
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	DNA	NYSE
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share	DNA.WS	NYSE


Exhibit Number		Description

2.1		Merger Agreement, dated as of May 11, 2021, by and among Soaring Eagle Acquisition Corp., SEAC Merger Sub Inc. and Ginkgo Bioworks, Inc. (incorporated by reference to Exhibit 2.1 of SRNG’s Current Report on Form 8-K filed with the SEC on May 11, 2021).

2.2		Amendment to the Agreement and Plan of Merger, dated as of May 14, 2021, by and among Soaring Eagle Acquisition Corp., SEAC Merger Sub Inc. and Ginkgo Bioworks, Inc. (incorporated by reference to Exhibit 2.1 to SRNG’s Quarterly Report on Form 10-Q (File No. 001-40097) for the quarter ended March 31, 2021, filed with the SEC on May 24, 2021).

3.1		Certificate of Incorporation of Ginkgo Bioworks Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 20, 2021).

3.2		Amendment to Certificate of Incorporation of Ginkgo Bioworks Holdings, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on September 20, 2021).

3.3		Bylaws of Ginkgo Bioworks Holdings, Inc. (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K filed with the SEC on September 20, 2021).

4.1		Specimen Class A Common Stock Certificate of Ginkgo Bioworks Holdings, Inc. (incorporated by reference to Exhibit 4.5 to Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on August 4, 2021).

4.2**		Description of Securities of the Registrant (incorporated by reference to Exhibit 4.2 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 29, 2022).

4.3		Warrant Agreement, dated as of February 23, 2021, by and among Soaring Eagle Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of SRNG’s Current Report on Form 8-K (File No. 001-40097), filed with the SEC on February 26, 2021).

4.4**		Assignment and Assumption Agreement, dated as of September 16, 2021, by and among Ginkgo Bioworks Holdings, Inc., Continental Stock Transfer & Trust Company and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.4 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 29, 2022).

10.1+		Form of Ginkgo Bioworks Holdings, Inc. 2021 Incentive Award Plan (incorporated by reference to Annex E of SRNG’s Form S-4/A (File No. 333-256121), filed with the SEC on August 4, 2021).

10.2+		Form of Ginkgo Bioworks Holdings, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Annex F of SRNG’s Form S-4/A (File No. 333-256121), filed with the SEC on August 4, 2021).


10.3		Registration Rights Agreement, dated as of September 16, 2021, by and among Ginkgo Bioworks Holdings, Inc., Eagle Equity Partners III, LLC and the other Holders signatory thereto. (incorporated by reference to Exhibit 10.4 of Ginkgo’s Current Report on Form 8-K filed with the SEC on September 20, 2021)

10.4		Ginkgo Bioworks, Inc. 2008 Stock Incentive Plan, as amended as of June 18, 2014 (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.5		Ginkgo Bioworks, Inc. 2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.6		Amendment to the Ginkgo Bioworks, Inc. 2014 Stock Incentive Plan, effective May 1, 2019 (incorporated by reference to Exhibit 10.10 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.7		Amendment to the Ginkgo Bioworks, Inc. 2014 Stock Incentive Plan, effective September 9, 2019 (incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.8		Amendment to the Ginkgo Bioworks, Inc. 2014 Stock Incentive Plan, effective November 14, 2019 (incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.9		Amendment to the Ginkgo Bioworks, Inc. 2014 Stock Incentive Plan, effective April 8, 2020 (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.10		Amendment to the Ginkgo Bioworks, Inc. 2014 Stock Incentive Plan, effective March 15, 2021 (incorporated by reference to Exhibit 10.14 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.11		Form of Incentive Stock Option Agreement, granted under the Ginkgo Bioworks, Inc. 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.15 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.12		Form of Restricted Stock Unit Agreement, granted under the Ginkgo Bioworks, Inc. 2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.16 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.13		Form of Restricted Stock Agreement, granted under the Ginkgo Bioworks, Inc. 2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.17 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.14†‡		Lease Agreement, dated December 22, 2011, between Zoom Group LLC and Ginkgo Bioworks, Inc. (incorporated by reference to Exhibit 10.18 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.15†		First Amendment to Lease Agreement, dated April 1, 2012 (incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.16†		Second Amendment to Lease, dated August 1, 2014 (incorporated by reference to Exhibit 10.20 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).


Auditor Firm ID: 42		Auditor Name: Ernst & Young LLP		Auditor Location: Boston, Massachusetts


10.17		Third Amendment to Lease, dated August 15, 2014 (incorporated by reference to Exhibit 10.21 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.18†		Fourth Amendment to Lease, dated May 1, 2016 (incorporated by reference to Exhibit 10.22 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.19†		Fifth Amendment to Lease, dated May 31, 2016 (incorporated by reference to Exhibit 10.23 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.20		Sixth Amendment to Lease, dated August 5, 2016 (incorporated by reference to Exhibit 10.24 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.21†		Seventh Amendment to Lease, dated July 31, 2017 (incorporated by reference to Exhibit 10.25 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.22†		Eighth Amendment to Lease, dated March 23, 2018 (incorporated by reference to Exhibit 10.26 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.23†		Ninth Amendment to Lease, dated September 6, 2018 (incorporated by reference to Exhibit 10.27 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.24†		Tenth Amendment to Lease, dated July 29, 2020 (incorporated by reference to Exhibit 10.28 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.25†		Eleventh Amendment to Lease, dated August 14, 2020 (incorporated by reference to Exhibit 10.29 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.26†		Twelfth Amendment to Lease, dated January 13, 2021 (incorporated by reference to Exhibit 10.30 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-256121), filed with the SEC on June 28, 2021).

10.27†		Thirteenth Amendment to Lease, dated September 6, 2021 (incorporated by reference to Exhibit 10.31 to the Registration Statement on Form S-1 (File No. 333-258712), filed with the SEC on September 15, 2021).

10.28†‡		Lease Agreement, dated March 18, 2016, by and between Jamestown 21-23-25 Drydock, L.P. and Ginkgo Bioworks, Inc. (incorporated by reference to Exhibit 10.31 to Amendment No. 1 to the Registration Statement (File No. 333-256121), filed with the SEC on June 28, 2021).

10.29†		First Amendment to Lease Agreement, dated August 13, 2018 (incorporated by reference to Exhibit 10.32 to Amendment No. 1 to the Registration Statement (File No. 333-256121), filed with the SEC on June 28, 2021).

10.30†‡		Sublease, dated December 10, 2019, by and between Stanley Convergent Security Solutions, Inc., and Ginkgo Bioworks, Inc. (incorporated by reference to Exhibit 10.33 to Amendment No. 1 to the Registration Statement (File No. 333-256121), filed with the SEC on June 28, 2021).

10.31†		License Agreement, dated September 11, 2020, by and between Jamestown 21-23-25 Drydock, L.P. and Ginkgo Bioworks, Inc. (incorporated by reference to Exhibit 10.35 to Amendment No. 1 to the Registration Statement (File No. 333-256121), filed with the SEC on June 28, 2021).


10.32‡		Collaboration Agreement, dated as of September 13, 2019, by and between Ginkgo Bioworks, Inc. and Berkeley Lights, Inc. (incorporated by reference to Exhibit 10.37 to Amendment No. 1 to the Registration Statement (File No. 333-256121), filed with the SEC on June 28, 2021).

10.33		Offer Letter, dated October 7, 2020, between Ginkgo Bioworks, Inc. and Mark Dmytruk (incorporated by reference to Exhibit 10.38 to Amendment No. 1 to the Registration Statement (File No. 333-256121), filed with the SEC on June 28, 2021).

10.34		Ginkgo Bioworks Holdings, Inc. Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.39 to Amendment No. 1 to the Registration Statement (File No. 333-256121), filed with the SEC on June 28, 2021).

10.35		Form of Founder Equity Grant Agreement (incorporated by reference to Exhibit 10.40 of SRNG’s Form S-4/A (File No. 333-256121), filed with the SEC on August 4, 2021).

10.36		Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.41 of SRNG’s Form S-4/A (File No. 333-256121), filed with the SEC on August 4, 2021).

10.37		Sponsor Support Agreement, dated as of May 11, 2021, by and among Eagle Equity Partners III, LLC, Ginkgo Bioworks, Inc., Soaring Eagle Acquisition Corp. and certain of its shareholders (incorporated by reference to Exhibit 10.4 of SRNG’s Current Report on Form 8-K (File No. 001-40097), filed with the SEC on May 11, 2021).

16.1		Letter regarding change in accountant (incorporated by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 20, 2021).

21.1		List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 20, 2021).

23.1**		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 23.1 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 29, 2022).

23.2*		Consent of Wolf & Company, P.C.

23.3*		Consent of Wolf & Company, P.C.

31.1**		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2**		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.4*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.3*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.4*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


99.1*		Consolidated financial statements of Allonnia, LLC and Notes to Such Consolidated Financial Statements.

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

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Independent Auditors’ Report			F-1
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2021 and 2020			F-3
Consolidated Statements of Operations for the years ended December 31, 2021 and 2020			F-4
Consolidated Statements of Changes in Members’ Equity for the years ended December 31, 2021 and 2020			F-5
Consolidated Statements of Cash Flows for the years ended December 31, 20201 and 2020			F-6
Notes to Consolidated Financial Statements			F-7


Independent Auditors’ Report			F-15
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2020 and 2019			F-16
Consolidated Statements of Operations for the year ended December 31, 2020 and period from November 27, 2019 (inception) through December 31, 2019			F-17
Consolidated Statements of Changes in Members’ Equity for the years ended December 31, 2020 and period from November 27, 2019 (inception) through December 31, 2019			F-18
Consolidated Statements of Cash Flows for the years December 31, 2020 and period from November 27, 2019 (inception) through December 31, 2019			F-19
Notes to Consolidated Financial Statements			F-20


	2021		2020
Current assets:
Cash and cash equivalents	$	34,801,297	$	43,520,543
Accounts receivable		7,200		—
Prepaid expenses and other current assets		3,015,017		3,015,817

Total assets	$	37,823,514	$	46,536,360


Liabilities and Members’ Equity
Current liabilities:
Accounts payable	$	631,291	$	728,580
Accrued expenses		1,134,128		901,784

Total liabilities		1,765,419		1,630,364
Members’ equity		36,058,095		44,905,996

Total liabilities and members’ equity	$	37,823,514	$	46,536,360


	2021			2020
Revenue:
Revenue from consulting services	$	507,200		$	—

Total revenue		507,200			—

Operating expenses:
Research and development:		5,989,879			3,966,936
General and administrative		5,042,650			2,106,245

Total operating expenses		11,032,529			6,073,181

Net operating loss		(10,525,329	)		(6,073,181	)
Interest income		76,164			61,663

Net Loss	$	(10,449,165	)	$	(6,011,518	)


	Units										Members’ Equity
	Series A-l Preferred		Series A-2 Preferred		Series A-3 Preferred		Common		Incentive		Members’ Equity
Balance as of December 31, 2019		2,970,000		—		—		3,600,000		—	$	32,690,503
Issuance of Series A-1 Preferred Units net of issuance costs of $272,000		1,664,911		—		—		—		—		18,227,011
Issuance of Series A-2 Preferred Units		—		180,000		—		—		—		—
Issuance of Series A-3 Preferred Units		—		—		180,000		—		—		—
Issuance of Incentive Units		—		—				—		140,000		—
Net loss		—		—		—		—		—		(6,011,518	)

Balance as of December 31, 2020		4,634,911		180,000		180,000		3,600,000		140,000		44,905,996
Issuance of Common Units		—		—		—		1,867,411		—		—
Issuance of Series A-1 Preferred Units		22,500		—		—		—		—		250,000
Issuance of Series A-2 Preferred Units		—		60,000		—		—		—		666,667
Issuance of Incentive Units		—		—		—		—		267,294		—
Unit based compensation expense		—		—		—		—		—		684,597
Net loss		—		—		—		—		—		(10,449,165	)

Balance as of December 31, 2021		4,657,411		240,000		180,000		5,467,411		407,294	$	36,058,095


	2021			2020
Cash flows from operating activities:
Net loss	$	(10,449,165	)	$	(6,011,518	)
Adjustments to reconcile net loss to net cash used in operating activities:
Fair value of Series A-2 issued for services		666,667			—
Unit-based compensation expense		684,597			—
Changes in operating assets and liabilities:
Accounts receivable		(7,200	)		—
Prepaid expenses and other current assets		800			(3,012,433	)
Accounts payable		(97,289	)		704,874
Accrued expenses		232,344			783,936

Net cash used in operating activities		(8,969,246	)		(7,535,141	)

Cash flows from financing activities:
Proceeds from issuance of Series A-l Preferred Units, net of issuance costs		250,000			18,227,011

Net cash provided by financing activities		250,000			18,227,011
Increase in cash and cash equivalents		(8,719,246	)		10,691,870
Cash and cash equivalents, beginning of year		43,520,543			32,828,673

Cash and cash equivalents, end of year	$	34,801,297		$	43,520,543


	2021			2020
Risk-free interest rate		1.26	%		1.67	%
Expected dividend yield		0.00	%		0.00	%
Volatility factor		70.00	%		70.00	%
Expected life		3 years			3 years


	Incentive Units		Weighted Average Grant Date Fair Value
Balance at December 31, 2020		140,000	$	2.00
Granted		267,294		2.36
Exercised		—		—

Balance at December 31, 2021		407,294	$	2.25


Assets
	2020		2019
Current assets:
Cash and cash equivalents	$	43,520,543	$	32,828,673
Prepaid expenses and other current assets		3,015,817		3,384

Total assets	$	46,536,360	$	32,832,057

Liabilities and Members’ Equity
Current liabilities:
Accounts payable	$	728,580	$	23,706
Accrued expenses		901,784		117,848

Total liabilities		1,630,364		141,554
Members’ equity		44,905,996		32,690,503

Total liabilities and members’ equity	$	46,536,360	$	32,832,057


	Units
	Series A-1 Preferred		Series A-2 Preferred		Series A-3 Preferred		Common		Incentive		Members’ Equity
Balance at November 27, 2019 (Inception)		—		—		—		—		—	$	—
Issuance of Common Units		—		—		—		3,600,000		—		24,480,000
Issuance of Series A-1 Preferred Units net of issuance costs of $145,000		2,970,000		—		—		—		—		32,855,000
Net loss		—		—		—		—		—		(24,644,497	)

Balance as of December 31, 2019		2,970,000		—		—		3,600,000		—		32,690,503
Issuance of Series A-1 Preferred Units net of issuance costs of $272,000		1,664,911		—		—		—		—		18,227,011
Issuance of Series A-2 Preferred Units		—		180,000		—		—		—		—
Issuance of Series A-3 Preferred Units		—		—		180,000		—		—		—
Issuance of Incentive Units		—		—		—		—		140,000		—
Net loss		—		—		—		—		—		(6,011,518	)

Balance as of December 31, 2020		4,634,911		180,000		180,000		3,600,000		140,000	$	44,905,996