Ginkgo Bioworks Holdings, Inc NT 10-K, filed Mar 1, 2023
Ginkgo Bioworks Holdings, Inc. (DNA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
|
|
|
(Check One): |
|
☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
|
|
|
|
|
For Period Ended: December 31, 2022 |
|
|
|
|
|
☐ Transition Report on Form 10-K |
|
|
|
|
|
☐ Transition Report on Form 20-F |
|
|
|
|
|
☐ Transition Report on Form 11-K |
|
|
|
|
|
☐ Transition Report on Form 10-Q |
|
|
|
|
|
For the Transition Period Ended: |
|
|
|
|
||
Read Instruction (on back page) Before Preparing Form. Please Print or Type. |
||
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
||
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not Applicable
PART I – REGISTRANT INFORMATION
GINKGO BIOWORKS HOLDINGS, INC. |
Full Name of Registrant |
|
Former Name if Applicable |
27 Drydock Avenue, 8th Floor |
Address of Principal Executive Office (Street and Number) |
Boston, MA 02210 |
City, State and Zip Code |
PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
|
|
|
|
|
|
|
|
|
☒ |
(a)
|
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
||||||
(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
|||||||
(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
|||||||
PART III – NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)
Ginkgo Bioworks Holdings, Inc. (the “Company”) became a large accelerated filer as of December 31, 2022, which resulted in a shortened filing deadline to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Annual Report”) of 60 days after fiscal year end rather than 90 days, which was the deadline when the Company was classified as an emerging growth company and non-accelerated filer. However, additional time is necessary to finalize materials required to complete the audit of the Company’s annual financial statements, including accompanying footnote disclosures. Accordingly, the Company has determined that it is unable to file its Annual Report with the U.S. Securities and Exchange Commission by the prescribed due date without unreasonable effort or expense.
The Company is working diligently to file the Annual Report as soon as practicable and expects to file the Annual Report within fifteen calendar days of the prescribed due date.
PART IV – OTHER INFORMATION
(1) |
Name and telephone number of person to contact in regard to this notification: |
||||
|
Mark Dmytruk |
|
(877) |
|
422-5362 |
|
(Name) |
|
(Area code) |
|
(Telephone Number) |
(2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
||||
(3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
||||
|
☒ Yes ☐ No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
The Company expects that the Annual Report will be consistent with the Company’s press release announcing its financial results for the fiscal year ended December 31, 2022 included in its Current Report on Form 8-K furnished with the U.S. Securities and Exchange Commission on March 1, 2023.
Cautionary Note on Forward-Looking Statements
This Form 12b-25 contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding our anticipated results of operations and the timing of the filing of the Annual Report. Such statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements generally are identified by the words “believe,” “can,” “project,” “potential,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of Ginkgo’s most recent quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”), and other documents filed by Ginkgo from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.
GINKGO BIOWORKS HOLDINGS, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
Date: March 1, 2023 |
By: |
/s/ Mark Dmytruk |
||||||
|
Name: |
Mark Dmytruk |
||||||
|
Title: |
Chief Financial Officer |
||||||