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 Ginkgos
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
Eagles securities, (ii) the risk that the transaction may not be completed by Soaring Eagles 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 Eagles 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 Eagles securities
on Nasdaq, (x) volatility in the price of Soaring Eagles 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 Ginkgos 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