Ginkgo Bioworks Files Definitive Proxy Statement

TL;DR

Ginkgo Bioworks (DNA) filed its proxy statement for the Aug 14 meeting. Shareholders vote soon.

AI Summary

Ginkgo Bioworks Holdings, Inc. filed a Definitive Proxy Statement (DEF 14A) on July 5, 2024, for its annual meeting on August 14, 2024. The filing concerns the solicitation of proxies from shareholders regarding matters to be voted on at the meeting. Ginkgo Bioworks, previously known as Soaring Eagle Acquisition Corp. and Spinning Eagle Acquisition Corp., is a company focused on biological products.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda and proposals for the upcoming annual meeting, allowing them to make informed voting decisions on company governance and strategic direction.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) for an upcoming shareholder meeting, not indicating new financial risks or operational changes.

Key Numbers

• 20240814 — Annual Meeting Date (Shareholders will vote on proposals at this date.)
• 20240705 — Filing Date (Date the DEF 14A was submitted to the SEC.)

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
• 0001628280-24-031299 (filing_id) — Accession Number
• 20240705 (date) — Filing Date
• 20240814 (date) — Meeting Date

FAQ

Key Financial Figures

• $0.0001 — of our Class A common stock, par value $0.0001 per share ("Class A common stock"), and
• $0 — of the Class A common stock will remain $0.0001, the par value of Class B common s
• $1.00 — consecutive-day-period had fallen below $1.00 per share, which is the minimum average
• $0.35 — g price of our Class A common stock was $0.35 per share. Pursuant to Section 802.01

Filing Documents

• ginkgo-definitiveproxyspec.htm (DEF 14A) — 274KB
• ginkgobioworksholdingsinc_.jpg (GRAPHIC) — 502KB
• ginkgobioworksholdingsinc_a.jpg (GRAPHIC) — 196KB
• icon-calendar.jpg (GRAPHIC) — 22KB
• icon-internet.jpg (GRAPHIC) — 113KB
• icon-locationpin.jpg (GRAPHIC) — 2KB
• icon-phone.jpg (GRAPHIC) — 98KB
• jasonkellysignature1080x10.jpg (GRAPHIC) — 91KB
• karensig-proxy.jpg (GRAPHIC) — 7KB
• qrcode.jpg (GRAPHIC) — 7KB
• 0001628280-24-031299.txt ( ) — 1707KB

– REVERSE STOCK SPLIT PROPOSAL

ITEM 1 – REVERSE STOCK SPLIT PROPOSAL General Reasons for the Reverse Stock Split Criteria to be Used for Determining Whether to Implement Reverse Stock Split Certain Risks and Potential Disadvantages Associated with the Reverse Stock Split Effective Time Fractional Shares Principal Effects of the Reverse Stock Split Effect on Equity Awards Shares Held in Book-Entry and Through a Broker, Bank or Other Holder of Record Reservation of Right to Delay the Filing of the Amended and Restated Charter or Abandon the Reverse Stock Split Required Vote Effect of Proposal No Appraisal Rights Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

– OFFICER EXCULPATION PROPOSAL

ITEM 2 – OFFICER EXCULPATION PROPOSAL General Purpose and Possible Effects of the Proposed Amendments Required Vote Effect of Proposal

– CHARTER UPDATES PROPOSAL

ITEM 3 – CHARTER UPDATES PROPOSAL General Purpose and Possible Effects of the Proposed Amendments Required Vote Effect of Proposal Other Information Expenses of Solicitation Other Matters Proposals of Shareholders Householding Availability of Proxy Statement 1 1 1 2 2 3 4 4 6 6 7 8 9 10 10 10 12 12 13 13 13 14 18 18 18 19 20 20 21 21 23 23 23 23 23 SAFE HARBOR STATEMENT This document includes forward-looking statements within the meaning of the federal securities laws, including statements regarding our plans, strategies, current expectations, operations and anticipated results of operations, both business and financial, all of which are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, market trends, or industry results to differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical or current facts made in this document are forward-looking, including statements related to the Company's ability to regain compliance with the continued listing standards of the New York Stock Exchange ("NYSE") within the applicable cure period, the Company's ability to continue to comply with applicable listing standards of the NYSE, and any potential plans of the Company to cure the stock price deficiency. We use words such as "anticipates", "believes", "expects", "future", "intends", and similar expressions to identify forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. You should carefully consider the risks and uncertainties described in the "Risk Factors" section of Ginkgo's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on February 29, 2024, most recent Quarterly Report on Form 10-Q, and other

– REVERSE STOCK SPLIT PROPOSAL

ITEM 1 – REVERSE STOCK SPLIT PROPOSAL General We are asking shareholders to approve Article V, Section 1(c) (the "Reverse Stock Split Amendment") of our Amended and Restated Certificate of Incorporation (the "Amended and Restated Charter"), attached hereto as Appendix A, to implement, at the discretion of 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 (120) shares and not more than one-for-forty (140) shares into one share of Class A common stock or Class B common stock, as applicable (the "Reverse Stock Split"), such ratio to be determined by the Board in its sole discretion, and reduce the number of outstanding shares of Class A common stock and Class B common stock. The Board believes that providing the flexibility for the Board to choose whether or not to effect the Reverse Stock Split and, if approved, to choose an exact split ratio will enable the Board to act in the best interests of the Company and its stockholders. If and when the Reverse Stock Split is effected, there will not be a corresponding reduction in the number of authorized shares of our Common Stock. If shareholders approve this Reverse Stock Split Proposal, then, following the time the Reverse Stock Split ratio is set by the Board, the Board, in its sole discretion, will cause the Amended and Restated Charter, including the Reverse Stock Split Amendment, to be filed with the Delaware Secretary of State and the Reverse Stock Split to be effected only if the Board determines that the Reverse Stock Split would be in the best interests of the Company and its shareholders. The Board also may determine in its discretion not to effect the Reverse Stock Split and not to file the Amended and Restated Charter, including the Reverse Stock Split Amendment. No further action on th

View Full Filing

View this DEF 14A filing on SEC EDGAR