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Security and Issuer.
This statement on Schedule 13D (the “Schedule 13D”) relates to the
shares of Class A Common Stock, par value $0.0001 per share
(the “Class A Common Stock”), of Ginkgo Bioworks Holdings,
Inc., a Delaware corporation (the “Issuer”), whose principal
executive office is located at 27 Drydock Avenue, 8th Floor,
Boston, MA 02210. Prior to the Business Combination (as defined
below), the Issuer was known as Soaring Eagle Acquisition Corp.
Identity and Background.
The Schedule 13D is being filed by Jason Kelly (the “Reporting
Person”), a citizen of the United States. The business address of
the Reporting Person is c/o Ginkgo Bioworks Holdings, Inc., 27
Drydock Avenue, 8th Floor, Boston, MA 02210. The Reporting Person’s
present principal occupation is Chief Executive Officer, Founder
and Director of the Issuer.
During the last five years, the Reporting Person has not been
(i) convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
Source and Amount of Funds or Other
Item 4 below summarizes certain provisions of the Merger Agreement
(as defined below) that pertain to the securities acquired by the
Reporting Person. Pursuant to the Merger Agreement, upon
consummation of the Business Combination (as defined below), the
Reporting Person received 82,581,106 shares of Class B common
stock, par value $0.0001 per share, of the Issuer (the
“Class B Common Stock”) that may be redeemed by the Reporting
Person at any time for shares of Class A Common Stock on a
Purpose of Transaction.
On September 16, 2021 (the “Closing Date”), pursuant to an
agreement and plan of merger, dated as of May 11, 2021, as
amended on May 14, 2021 (the “Merger Agreement”), by and among
SRNG, SEAC Merger Sub Inc., a Delaware corporation and wholly owned
subsidiary of SRNG (the “Merger Sub”) and Ginkgo Bioworks, Inc.
(“Old Ginkgo”), Merger Sub merged with and into Old Ginkgo with Old
Ginkgo being the surviving company in the merger (the “Merger” and,
together with the other transactions contemplated by the Merger
Agreement, the “Business Combination”). As a result of the Merger,
the Issuer directly owns 100% of the outstanding common stock of
Old Ginkgo as the surviving company in the Merger and each share of
common stock of Old Ginkgo outstanding immediately prior to the
effective time of the Business Combination was cancelled and
extinguished and collectively converted into the right to receive
shares of Class A Common Stock and/or Class B Common