As filed with the United States Securities and Exchange Commission on November 19,
2021.
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GINKGO BIOWORKS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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87-2652913
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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27 Drydock Avenue
8th Floor
Boston, MA 02210
(877) 422-5362
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrants Principal Executive Offices)
Ginkgo
Bioworks Holdings, Inc. 2021 Incentive Award Plan
Ginkgo Bioworks Holdings, Inc. 2021 Employee Stock Purchase Plan
Ginkgo Bioworks, Inc. 2014 Stock Incentive Plan
Ginkgo Bioworks, Inc. 2008 Stock Incentive Plan
(Full title of the plan)
Mark Dmytruk
Chief Financial Officer
Ginkgo Bioworks Holdings, Inc.
27 Drydock Avenue
8th Floor
Boston, MA 02210
(877) 422-5362
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Rachel W. Sheridan
Shagufa R. Hossain
Emily
E. Taylor
Latham & Watkins LLP
555 Eleventh Avenue NW
Suite 1000
(202) 637-2200
Karen
Tepichin
General Counsel
Ginkgo Bioworks Holdings, Inc.
27 Drdock Avenue
8th Floor
Boston, MA 02210
(877) 422-5362
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act:
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☒
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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 7(a)(2)(B) of the Securities Act ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Ginkgo Bioworks Holdings, Inc. 2021 Incentive Award
Plan
Class A common stock, par value $0.0001 per share
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200,440,957(2)
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$12.74(6)
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$2,553,617,792.18
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$236,720.37
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Class B common stock, par value $0.0001 per
share
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200,440,957(2)
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$12.74(6)
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$2,553,617,792.18
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$236,720.37
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Ginkgo Bioworks Holdings, Inc. 2021 Employee Stock
Purchase Plan
Class A common stock, par value $0.0001 per share
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20,000,000(3)
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$12.74(6)
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$254,800,000
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$23,619.96
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Class B common stock, par value $0.0001 per
share
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20,000,000(3)
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$12.74(6)
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$254,800,000
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$23,619.96
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Ginkgo Bioworks, Inc. 2014 Stock Incentive Plan
Class A common stock, par value $0.0001 per share
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286,833,305(4)
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$12.74(6)
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$3,654,256,305.70
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$338,749.56
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Class B common stock, par value $0.0001 per
share
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286,833,305 (4)
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$12.74(6)
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$3,654,256,305.70
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$338,749.56
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Ginkgo Bioworks, Inc. 2008 Stock Incentive Plan
Class A common stock, par value $0.0001 per share
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30,495,320(5)
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$0.02(7)
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$609,906.40
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$56.54
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Class B common stock, par value $0.0001 per
share
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30,495,320(5)
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$0.02(7)
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$609,906.40
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$56.54
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TOTAL
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1,075,539,164
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$12,926,568,008.56
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$1,198,292.85
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities
Act), this Registration Statement also covers any additional shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock), and Class B
common stock, par value $0.0001 per share (the Class B Common Stock), of Ginkgo Bioworks Holdings, Inc. (the Registrant) that become issuable under the Ginkgo
Bioworks Holdings, Inc. 2021 Incentive Award Plan (the 2021 Plan), the Ginkgo Bioworks, Inc. 2014 Stock Incentive Plan (the 2014 Plan), the Ginkgo Bioworks, Inc. 2008 Stock Incentive Plan (the
2008 Plan) and the Ginkgo Bioworks Holdings, Inc. Employee Stock Purchase Plan (the ESPP), as applicable, by reason of any future share splits, share dividends, recapitalizations or any other
similar transactions effected without the receipt of consideration by the Registrant, which results in an increase in the number of outstanding shares of Class A Common Stock or Class B Common Stock.
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(2)
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Represents 200,440,957 shares reserved for future issuance under the 2021 Plan. The shares authorized for
issuance under the 2021 Plan can be either in the form of Class A Common Stock (that is convertible to Class B Common Stock on a one-for-one basis)
or Class B Common Stock (that is convertible to Class A Common Stock on a one-for-one basis), as determined by the Registrant. As a result, we have
registered the maximum number of shares of Class A Common Stock and the maximum number of Class B Common Stock that could be issued. The total number of shares reserved for issuance under the 2021 Plan will automatically increase on the
first day of each calendar year, beginning with calendar year 2022, by a number of shares equal to the lesser of (A) 4% of the total outstanding shares of Class A Common Stock and Class B Common Stock on the last day of the
immediately preceding calendar year and (B) such smaller number of shares as is determined by the Registrants board of directors (the Board). Additional shares related to such automatic increase have not been
included in this Registration Statement.
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(3)
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Represents 20,000,000 shares reserved for future issuance under the ESPP, which may be issued as Class A
Common Stock and/or Class B Common Stock. The shares authorized for issuance under the ESPP can be either in the form of Class A Common Stock (that is convertible to Class B Common Stock on a one-for-one basis) or Class B Common Stock (that is convertible to Class A Common Stock on
a one-for-one basis), as determined by the Registrant. The total number of shares reserved for issuance under the ESPP will automatically increase on the first
day of each calendar year, beginning with calendar year 2022, by a number of shares equal to the lesser of (A) 1% of the total number of outstanding shares of Class A Common Stock on the last day of the immediately preceding calendar year
and (B) such smaller number of shares as is determined by the Board. Additional shares related to such automatic increase have not been included in this Registration Statement.
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(4)
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Represents 286,833,305 shares subject to outstanding awards under the 2014 Plan as of September 16, 2021.
To the extent that (i) awards outstanding under the 2014 Plan expire, lapse or are terminated, exchanged for or settled in cash, surrendered, repurchased, cancelled or forfeited or (ii) shares subject to outstanding 2014 Plan awards are
delivered to the Registrant to satisfy the applicable exercise or purchase price of an award and/or any applicable tax withholding obligation with respect to the award, the shares of Class A Common Stock or Class B Common Stock, as
applicable, subject to the awards will be available for future issuance under the 2021 Plan. The shares issuable under the 2014 Plan can be either in the form of Class A Common Stock (that is convertible to Class B Common Stock on a one-for-one basis) or Class B Common Stock (that is convertible to Class A Common Stock on a one-for-one basis), as determined by the Registrant. As a result, we have registered the maximum number of shares of Class A Common Stock and the maximum number of Class B Common Stock
that could be issued.
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(5)
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Represents 30,495,320 shares subject to outstanding awards under the 2008 Plan as of September 16, 2021.
To the extent that (i) awards outstanding under the 2008 Plan expire, lapse or are terminated, exchanged for or settled in cash, surrendered, repurchased, cancelled or forfeited or (ii) shares subject to outstanding 2008 Plan awards are
delivered to the Registrant to satisfy the applicable exercise or purchase price of an award and/or any applicable tax withholding obligation with respect to the award, the shares of Class A Common Stock or Class B Common Stock, as
applicable subject to the awards will be available for future issuance under the 2021 Plan. The shares issuable under the 2008 Plan can be either in the form of Class A Common Stock (that is convertible to Class B Common Stock on a one-for-one basis) or Class B Common Stock (that is convertible to Class A Common Stock on a one-for-one basis), as determined by the Registrant. As a result, we have registered the maximum number of shares of Class A Common Stock and the maximum number of Class B Common Stock
that could be issued.
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(6)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule
457(h)(1) of the Securities Act based on the average of the high and low prices of a share of the Registrants Class A Common Stock on the New York Stock Exchange on November 15, 2021.
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(7)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) of the
Securities Act, based on the weighted-average exercise price of previously granted stock options that remain outstanding under the 2008 Plan ($0.02 per share).
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