Ginkgo Bioworks Files 8-K for Material Agreement

TL;DR

Ginkgo Bioworks just signed a big deal, filing an 8-K today.

AI Summary

Ginkgo Bioworks Holdings, Inc. filed an 8-K on September 4, 2025, reporting the entry into a material definitive agreement. The filing also includes financial statements and exhibits. Ginkgo Bioworks, previously known as Soaring Eagle Acquisition Corp. and Spinning Eagle Acquisition Corp., is incorporated in Delaware and headquartered in Boston, MA.

Why It Matters

This filing indicates a significant new contract or partnership for Ginkgo Bioworks, which could impact its future revenue and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, the specifics of which are not detailed in this summary filing.

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
• September 4, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — stered Class A common stock, par value $0.0001 per share DNA NYSE Indicate by check
• $100,000,000 — ") up to an aggregate offering price of $100,000,000 (the "Shares") through or directly to t

Filing Documents

• dna-20250904.htm (8-K) — 36KB
• ex11.htm (EX-1.1) — 316KB
• ex51.htm (EX-5.1) — 8KB
• image_0a.jpg (GRAPHIC) — 12KB
• 0001830214-25-000009.txt ( ) — 558KB
• dna-20250904.xsd (EX-101.SCH) — 2KB
• dna-20250904_lab.xml (EX-101.LAB) — 22KB
• dna-20250904_pre.xml (EX-101.PRE) — 13KB
• dna-20250904_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 4, 2025, Ginkgo Bioworks Holdings, Inc. (the "Company") entered into a Sales Agreement (the "Sales Agreement") with Allen & Company LLC ("Allen"), who is acting as the sales agent (the "Agent"). Pursuant to the Sales Agreement, the Company may sell, at its option, shares of its Class A common stock (the "Class A Common Stock") up to an aggregate offering price of $100,000,000 (the "Shares") through or directly to the Agent in one or more at-the-market offerings. Sales of the Shares made pursuant to the Sales Agreement, if any, will be made under the Company's Registration Statement on Form S-3 filed on August 7, 2025 (File No. 333-289390), declared effective by the Securities and Exchange Commission ("SEC") on August 14, 2025, as supplemented by the prospectus supplement dated September 4, 2025, from time to time further amended or supplemented (the "Registration Statement"). Subject to the terms and conditions of the Sales Agreement, the Company may propose that the Agent place Shares pursuant to the terms set forth in a placement notice. The Agent may sell the Shares, if any, by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Agent will use commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell the Shares in accordance with the terms of the Sales Agreement and any applicable placement notice. The Company cannot provide any assurances that it will issue any Shares pursuant to the Sales Agreement. The Sales Agreement provides that the Agent will be entitled to receive a commission of up to 3.0% of the gross proceeds from each sale of the Shares. Pursuant to the terms of the Sales Agreement, the Company also provided the Agent with customary indemnification and contribution rights. The Company and the Agent each

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to activity under the Sales Agreement, and the intended use of proceeds. These forward-looking statements generally are identified by the words "believe," "project," "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. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to (i) the Company's ability to successfully complete the offering on terms and conditions satisfactory to the Company, (ii) the possible adverse impact on the market price of the Company's shares of Class A common stock due to the dilutive effect of the securities to be sold in the offering, (iii) the Company's ability to raise additional capital in the future, (iv) factors relating to the business, operations and financial performance of the Company, (v) intense competition and competitive pressures from other companies worldwide in the industries in which the Company operates, (vi) litigation, including securities or shareholder litigation, and the ability to adequately protect the Company's intellectual property rights, (vii) rapidly changing technology and extensive competition in the synthetic biology industry that could make the products and processes that the Company is developing obsolete or non-competitive unless it is able to successfully collaborate on the development of new and improved products and processes and pursue new market opportunities, (viii) the Company's ability to co

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1 Sales Agreement, dated September 4, 2025, by and among the Company and Allen & Company LLC. 5.1 Opinion of Ropes & Gray LLP. 23.1 Consent of Ropes & Gray LLP (contained in Exhibit 5.1 above). 104 Cover Page Interactive Data File (embedded within the Inline XBRL).

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: September 4, 2025 By: /s/ Steven Coen Name: Steven Coen Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR