BOSTON and NEW YORK, Aug. 11,
2021 /PRNewswire/ -- Ginkgo Bioworks ("Ginkgo") and Soaring
Eagle Acquisition Corp. (Nasdaq: SRNG) ("Soaring Eagle") announced
today that the Securities and Exchange Commission (the "SEC") has
declared effective the Registration Statement on Form S-4 filed by
Soaring Eagle with the SEC relating to the previously announced
business combination between Ginkgo and Soaring Eagle (the
"Business Combination").
"This is an important milestone in our path towards becoming a
publicly traded company," commented Jason
Kelly, the co-founder and Chief Executive Officer of Ginkgo.
"I want to take a moment to thank our incredible team for their
hard work to get us to this point and our investors for their
support over many years as we work to make biology easier to
engineer. We look forward to closing the Business Combination
and continuing to partner with the team at Soaring Eagle in this
next chapter."
Ginkgo and Soaring Eagle expect to close the transaction in the
third quarter, at which point Ginkgo's Class A common stock will be
listed on the New York Stock Exchange under the ticker symbol
"DNA". The Business Combination is expected to provide up to
$2.5 billion of gross cash proceeds,
including Soaring Eagle's $1.725
billion of cash in trust (subject to any redemptions by
Soaring Eagle shareholders) and $775
million in gross proceeds from a PIPE transaction priced at
$10.00 per share of Class A common
stock of Soaring Eagle to be funded immediately prior to the
closing of the transaction.
About Ginkgo Bioworks
Ginkgo is building a platform to enable customers to program
cells as easily as we can program computers. The company's platform
is enabling biotechnology applications across diverse markets, from
food and agriculture to industrial chemicals to pharmaceuticals.
Ginkgo is also actively supporting a number of COVID-19 response
efforts, including K-12 pooled testing, vaccine manufacturing
optimization and therapeutics discovery. In May 2021, Ginkgo announced a business combination
with Soaring Eagle Acquisition Corp. (Nasdaq: SRNG), which, if
completed, will result in Ginkgo, through a parent entity, Ginkgo
Bioworks Holdings, Inc., becoming a public company. The transaction
is expected to close in the third quarter of 2021, subject to
regulatory and shareholder approvals, and other customary closing
conditions. For more information,
visit www.ginkgobioworks.com.
About Soaring Eagle Acquisition Corp.
Soaring Eagle Acquisition Corp. is a special purpose acquisition
company founded by Harry E. Sloan,
Jeff Sagansky, and Eli Baker for the purpose of effecting a merger,
capital share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses.
ADDITIONAL LEGAL INFORMATION
Forward-Looking Statements Legend
This document contains certain forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed transaction between Ginkgo and Soaring Eagle, including
statements regarding the benefits of the transaction, the
anticipated timing of the transaction, the services offered by
Ginkgo and the markets in which it operates, and Ginkgo's projected
future results. 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 risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of Soaring Eagle's securities,
(ii) the risk that the transaction may not be completed by Soaring
Eagle's business combination deadline and the potential failure to
obtain an extension of the business combination deadline if sought
by Soaring Eagle, (iii) the failure to satisfy the conditions to
the consummation of the transaction, including the adoption of the
agreement and plan of merger by the shareholders of Soaring Eagle
and Ginkgo, the satisfaction of the minimum trust account amount
following redemptions by Soaring Eagle's public shareholders and
the receipt of certain governmental and regulatory approvals, (iv)
the lack of a third party valuation in determining whether or not
to pursue the proposed transaction, (v) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the agreement and plan of merger, (vi) the effect of
the announcement or pendency of the transaction on Ginkgo business
relationships, performance, and business generally, (vii) risks
that the proposed transaction disrupts current plans of Ginkgo and
potential difficulties in Ginkgo employee retention as a result of
the proposed transaction, (viii) the outcome of any legal
proceedings that may be instituted against Ginkgo or against
Soaring Eagle related to the agreement and plan of merger or the
proposed transaction, (ix) the ability to maintain the listing of
Soaring Eagle's securities on Nasdaq, (x) volatility in the price
of Soaring Eagle's securities due to a variety of factors,
including changes in the competitive and highly regulated
industries in which Ginkgo plans to operate, variations in
performance across competitors, changes in laws and regulations
affecting Ginkgo's business and changes in the combined capital
structure, (xi) the ability to implement business plans, forecasts,
and other expectations after the completion of the proposed
transaction, and identify and realize additional opportunities, and
(xii) the risk of downturns in demand for products using synthetic
biology. The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors and the other risks
and uncertainties described in the "Risk Factors'' section of
Soaring Eagle's proxy statement/prospectus relating to the
transaction, and in Soaring Eagle's other filings with the SEC.
Soaring Eagle and Ginkgo caution that the foregoing list of factors
is not exclusive. Soaring Eagle and Ginkgo caution readers not to
place undue reliance upon any forward-looking statements, which
speak only as of the date made. Neither Soaring Eagle nor Ginkgo
undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events,
conditions or circumstances on which any such statement is
based.
Additional Information and Where to Find It
This document relates to a proposed transaction between Ginkgo
and SRNG. This document does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
proposed transaction, SRNG filed a registration statement on Form
S-4/A with the SEC on August 3, 2021,
which included a proxy statement of SRNG and a prospectus of SRNG.
The registration statement was declared effective by the SEC on
August 11, 2021. The definitive proxy
statement/prospectus will be sent to all SRNG shareholders as of
the record date to be established for voting on the proposed
business combination and Ginkgo stockholders. SRNG also will file
other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders
of SRNG and Ginkgo are urged to read the registration statement,
the proxy statement/prospectus and all other relevant documents
filed or that will be filed with the SEC in connection with the
proposed transaction as they become available because they will
contain important information about the proposed transaction.
Investors and security holders may obtain free copies of the
proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC by SRNG through the website
maintained by the SEC at www.sec.gov. In addition, the
documents filed by SRNG may be obtained free of charge by written
request to SRNG at 955 Fifth Avenue, New
York, NY, 10075, Attention: Eli
Baker, Chief Financial Officer, (310) 209-7280.
Participants in Solicitation
Soaring Eagle's and Ginkgo and their respective directors and
officers may be deemed to be participants in the solicitation of
proxies from Soaring Eagle's shareholders in connection with the
proposed transaction. Information about Soaring Eagle's directors
and executive officers and their ownership of Soaring Eagle's
securities is set forth in Soaring Eagle's filings with the SEC. To
the extent that holdings of Soaring Eagle's securities have changed
since the amounts printed in Soaring Eagle's proxy statement, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Additional information
regarding the interests of those persons and other persons who may
be deemed participants in the proposed transaction may be obtained
by reading the proxy statement/prospectus regarding the proposed
transaction when it becomes available. You may obtain free copies
of these documents as described in the preceding paragraph.
MEDIA CONTACT:
press@ginkgobioworks.com
INVESTOR CONTACTS:
investors@ginkgobioworks.com
investors@eagleequityptnrs.com
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SOURCE Ginkgo Bioworks