EX-FILING FEES 5 dna-exfiling_fees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Ginkgo Bioworks Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered(1)

Proposed Maximum Offering Price Per Share

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Class A common stock, par value $0.0001 per share

457(c) and 457(h)

148,914,967 (2)

$1.29(6)

$192,100,307(6)

0.00011020

$21,169.46(6)

Equity

Class A common stock, par value $0.0001 per share

457(c) and 457(h)

37,228,741(3)

$1.10(7)

$40,821,315(7)

0.00011020

$4,498.51(7)

Equity

Class B common stock, par value $0.0001 per share

457(c) and 457(h)

148,914,967 (4)

$1.29(6)

$192,100,307(6)

0.00011020

$21,169.46(6)

Equity

Class B common stock, par value $0.0001 per share

457(c) and 457(h)

37,228,741 (5)

$1.10(7)

$40,821,315(7)

0.00011020

$4,498.51(7)

Total Offering Amounts

 

$465,843,244

 

$51,335.94

Total Fee Offsets

 

 

 

$0

Net Fee Due

 

 

 

$51,335.94

(1)

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”, together with the Class A Common Stock, the “Common Stock”), of Ginkgo Bioworks Holdings, Inc. (the “Company”) that become issuable under the Ginkgo Bioworks Holdings, Inc. 2021 Incentive Award Plan (the “2021 Incentive Award Plan”) and the Ginkgo Bioworks Holdings, Inc. 2021 Employee Stock Purchase Plan (the “2021 Employee Stock Purchase Plan”), 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 Company, which results in an increase in the number of outstanding shares of Class A Common Stock or Class B Common Stock. The shares authorized for issuance under the 2021 Incentive Award Plan and the 2021 Employee Stock Purchase 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 Company. As a result, we have registered the maximum number of shares of Class A Common Stock and the maximum number of shares of Class B Common Stock that could be issued.

(2)

 

Represents 148,914,967 additional shares of Class A Common Stock reserved for future issuance under the 2021 Incentive Award Plan resulting from the annual “evergreen” increase in the number of authorized shares reserved and available for issuance for the 2022 and 2023 fiscal year under the 2021 Incentive Award Plan on January 1 of each of 2022 through 2031. The annual increase is equal to the lesser of (a) 4% of the number of shares of the Company’s common stock issued and outstanding on each December 31 immediately prior to the date of increase and (b) such number of shares determined by the Company’s board of directors.

(3)

Represents 37,228,741 additional shares of Class A Common Stock reserved for future issuance under the 2021 Employee Stock Purchase Plan resulting from the annual “evergreen” increase in the number of authorized shares reserved and available for issuance for the 2022 and 2023 fiscal year under the 2021 Employee Stock Purchase Plan on January 1 of each of 2022 through 2031. The annual increase is equal to the lesser of (a) 1% of the number of shares of the Company’s common stock issued and outstanding on each December 31 immediately prior to the date of increase and (b) such number of shares determined by the Company’s board of directors.

(4)

Represents 148,914,967 additional shares of Class B Common Stock reserved for future issuance under the 2021 Incentive Award Plan resulting from the annual “evergreen” increase in the number of authorized shares reserved and available for issuance for the 2022 and 2023 fiscal year under the 2021 Incentive Award Plan on January 1 of each of 2022 through 2031. The annual increase is equal to the lesser of (a) 4% of the number of shares of the Company’s common stock issued and outstanding on each December 31 immediately prior to the date of increase and (b) such number of shares determined by the Company’s board of directors.

(5)

Represents 37,228,741 additional shares of Class B Common Stock reserved for future issuance under the 2021 Employee Stock Purchase Plan resulting from the annual “evergreen” increase in the number of authorized shares reserved and available for issuance for the 2022 and 2023 fiscal year under the 2021 Employee Stock Purchase Plan on January 1 of each of 2022 through 2031. The annual increase is equal to the lesser of (a) 1% of the number of shares of the Company’s common stock issued and outstanding on each December 31 immediately prior to the date of increase and (b) such number of shares determined by the Company’s board of directors.

(6)

Pursuant to Rules 457(c) and 457(h) under the Securities Act, the registration fee was computed on the basis of the average of the high and low prices of the Company’s common stock on the New York Stock Exchange on March 8, 2023.

(7)

Pursuant to Rules 457(c) and 457(h) under the Securities Act, the registration fee was computed on the basis of the average of the high and low prices of the Company’s common stock on the New York Stock Exchange on March 8, 2023. The proposed maximum offering price per share is equal to 85% of $1.10 which is the average of the high and low prices of the Company’s common stock on the New York Stock Exchange on March 8, 2023. Under the 2021 Employee Stock Purchase Plan, the purchase price of a share of Common Stock cannot be less than 85% of the fair market value of the Company’s Common Stock on the enrollment date or the purchase date, whichever is less.