SEC Info - Ginkgo Bioworks Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): i January 27, 2023

i GINKGO BIOWORKS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

i Delaware

i 001-40097

i 87-2652913

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

i 27 Drydock Avenue

i 8th Floor

i Boston, i MA i 02210

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: i (877) i 422-5362

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act


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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On October 19, 2022, Ginkgo Bioworks Holdings, Inc. (“Ginkgo”) filed a Current Report on Form 8-K with the Securities and Exchange Commission to report the completion of its acquisition of Zymergen Inc. (“Zymergen”). Ginkgo is filing this Current Report on Form 8-K to include certain updated financial statements of Zymergen and certain updated pro forma financial information in connection with the acquisition.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The unaudited consolidated interim financial statements of Zymergen as of and for the quarterly period ended September 30, 2022 are filed as Exhibit 99.1 attached hereto and incorporated herein by reference.

(b)

The unaudited pro forma condensed combined balance sheet as of September 30, 2022 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2022 and the year ended December 31, 2021 are filed as Exhibit 99.2 attached hereto and incorporated herein by reference.

(d) Exhibits.


Exhibit Number		Description

99.1		Unaudited Consolidated Interim Financial Statements for Zymergen Inc. as of and for the quarterly period ended September 30, 2022.

99.2		Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2022 and the Unaudited Pro Forma Condensed Combined Statements of Operations for the nine months ended September 30, 2022 and the year ended December 31, 2021.

104		Cover Page Interactive Data File (embedded within the Inline XBRL).

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


Date: January 27, 2023	GINKGO BIOWORKS HOLDINGS, INC.
	(REGISTRANT)

	By:	/s/ *Mark Dmytruk*
	Name:	Mark Dmytruk
	Title:	Chief Financial Officer

This ‘8-K’ Filing	Date	Other Filings

Filed on / For Period end:	1/27/23
	10/19/22	8-K, S-8
	9/30/22	10-Q, 4, EFFECT
	12/31/21	10-K, 10-K/A
		List all Filings

Ginkgo Bioworks Holdings, Inc. – ‘8-K’ for 1/27/23

On: Friday, 1/27/23, at 4:14pm ET · For: 1/27/23 · Accession #: 1193125-23-17551 · File #: 1-40097

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