Ginkgo Bioworks Files 8-K on Shareholder Votes & Other Events

TL;DR

Ginkgo Bioworks filed an 8-K on Aug 14th covering shareholder votes and other key events.

AI Summary

Ginkgo Bioworks Holdings, Inc. filed an 8-K on August 15, 2024, reporting on matters submitted to a vote of security holders and other events that occurred on August 14, 2024. The filing indicates that the company, previously known as Soaring Eagle Acquisition Corp. and Spinning Eagle Acquisition Corp., is involved in biological products.

Why It Matters

This filing provides updates on corporate actions and events that may impact shareholders and the company's operational direction.

Risk Assessment

Risk Level: low — This is a routine SEC filing reporting on corporate events and shareholder matters, not indicating immediate financial distress or significant new risks.

Key Players & Entities

• Ginkgo Bioworks Holdings, Inc. (company) — Registrant
• Soaring Eagle Acquisition Corp. (company) — Former Company Name
• Spinning Eagle Acquisition Corp. (company) — Former Company Name
• August 14, 2024 (date) — Date of earliest event reported
• August 15, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — stered Class A common stock, par value $0.0001 per share DNA NYSE Warrants to purchas
• $11.50 — mon stock, each at an exercise price of $11.50 per share DNA.WS NYSE Indicate by che
• $460 — ne share of Class A common stock equals $460.00, or alternatively $11.50 per Warrant

Filing Documents

• dna-20240814.htm (8-K) — 39KB
• 0001628280-24-037384.txt ( ) — 204KB
• dna-20240814.xsd (EX-101.SCH) — 2KB
• dna-20240814_def.xml (EX-101.DEF) — 16KB
• dna-20240814_lab.xml (EX-101.LAB) — 28KB
• dna-20240814_pre.xml (EX-101.PRE) — 16KB
• dna-20240814_htm.xml (XML) — 4KB

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On August 14, 2024, Ginkgo Bioworks Holdings, Inc. (the "Company") held a special meeting of shareholders (the "Special Meeting"). A total of 1,704,196,250 shares of the Company's Class A common stock, par value $0.0001 per share (the "Class A common stock") and Class B common stock, par value $0.0001 per share (the "Class B common stock"), were present or represented by proxy at the Special Meeting, representing approximately 81.05% of shares of Class A common stock and Class B common stock, entitled to vote as a single class at the Special Meeting. Each holder of Class A common stock was entitled to one (1) vote for each share held on all matters voted upon. Each holder of Class B common stock was entitled to ten (10) votes for each share held on all matters voted upon. The shareholders voted on the matters presented at the Special Meeting, and the shares present, in person or by proxy, were voted as follows: 1. Reverse Stock Split Proposal Item 1 was to approve Article V, Section 1(c) of the Company's Amended and Restated Certificate of Incorporation, to effect, at the discretion of the Company's Board of Directors (the "Board"), a reverse stock split of the issued and outstanding shares of Class A common stock and Class B common stock, which would combine a whole number of outstanding shares of the Class A common stock and Class B common stock in a range of not less than one-for-twenty (1:20) shares and not more than one-for-forty (1:40) shares into one share of Class A common stock or Class B common stock, as applicable, and reduce the number of outstanding shares of Class A common stock and Class B common stock (the "Reverse Stock Split Proposal"), designated to be voted upon by the holders of Class A common stock and Class B common stock, voting together as a single class. The results of the vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes 4,702,238,373 61,7

01. Other Events

Item 8.01. Other Events. On August 15, 2024, the Board approved a reverse stock split ratio of one-for-forty (1:40) (the "Reverse Stock Split") for the Company's Class A common stock, Class B common stock and Class C common stock, par value $0.0001 per share (the "Class C common stock", and together with the Class A common stock and Class B common stock, the "Common Stock"). The Company intends to file its Amended and Restated Certificate of Incorporation to effectuate the Reverse Stock Split on August 19, 2024, and following such filing, the Company expects that shares of the Class A common stock will begin trading on the New York Stock Exchange on a split-adjusted basis on August 20, 2024. Following the Reverse Stock Split, the shares of Class A common stock will continue to trade on NYSE under the symbol "DNA." The new CUSIP number for the Class A common stock following the Reverse Stock Split will be 37611X209. Following the effectiveness of the Reverse Stock Split, every forty shares of Common Stock issued and outstanding as of the effective date will be automatically combined into one share of such class of Common Stock without any change to the par value per share. The number of shares reserved under the Company's equity plans and the number of shares underlying awards outstanding under the Company's equity plans will be reduced proportionately. No fractional shares will be issued in connection with the Reverse Stock Split. Registered shareholders of Class A common stock, all shareholders of Class B common stock and all shareholders of Class C common stock who would have been entitled to receive a fractional share as a result of the Reverse Stock Split will be entitled to receive a cash payment in lieu of such fractional shares. Treatment of Outstanding Warrants Proportionally in respect of the underlying Common Stock split, an adjustment to the exercise price of the Company's warrants (the "Warrants") and the number of shares of the Company's Class

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GINKGO BIOWORKS HOLDINGS, INC. Date: August 15, 2024 By: /s/ Mark Dmytruk Name: Mark Dmytruk Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR