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CUSIP No. 37611X100
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13D
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Page 3 of 7 pages
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Item 1.
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Security and Issuer.
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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. (SRNG).
Item 2.
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Identity and Background.
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The Schedule 13D is being filed by the following entities (each a Reporting Person and collectively, the Reporting
Persons):
Reshma Shetty
Bartholomew Canton
Each of the
Reporting Persons is a citizen of the United States. The business address of each of the Reporting Persons is c/o Ginkgo Bioworks Holdings, Inc., 27 Drydock Avenue, 8th Floor, Boston, MA 02210. Ms. Shettys present principal occupation is
President, Chief Operating Officer, Founder and Director of the Issuer. Mr. Cantons present principal occupation is Founder of the Issuer.
During the last five years, the Reporting Persons have 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 laws.
Item 3.
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Source and Amount of Funds or Other Consideration.
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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 Persons received an aggregate of 166,041,730 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 Persons at any time for shares of Class A Common Stock on a one-to-one basis.
Item 4.
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Purpose of Transaction.
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Business Combination
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