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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 29, 2023

GINKGO BIOWORKS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

001-40097

87-2652913

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

27 Drydock Avenue

8th Floor

Boston, MA 02210

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (877) 422-5362

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

 


 

 

 

 

 

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Class A common stock, par value $0.0001 per share

DNA

NYSE

Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share

DNA.WS

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.

 


Item 8.01. Other Events.

On August 29, 2023, Ginkgo Bioworks Holdings, Inc. (the “Company”) issued a press release announcing its entry into a five-year strategic cloud and AI partnership with Google LLC (“Google Cloud”), intended to enable the Company to develop and deploy AI tools for biology and biosecurity. As part of the partnership, a subsidiary of the Company (“Ginkgo”) entered into a five-year agreement with Google Cloud that includes minimum annual commitments to purchase cloud hosting services in exchange for various discounts on such services. The minimum annual commitments are as follows: year 1, $8.0 million; year 2, $28.0 million; year 3, $54.0 million; year 4, $86.0 million; and year 5, $113.0 million. The minimum commitments may be terminated by Ginkgo upon payment of a cancellation fee representing a percentage of the remaining purchase commitment. Ginkgo also entered into an agreement pursuant to which Google Cloud will provide up to $56.3 million in cash funding upon Ginkgo’s achievement of certain milestones, which are expected over the next three years.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

99.1

Press Release, issued by Ginkgo Bioworks Holdings, Inc. on August 29, 2023.

104

Cover Page Interactive Data File (embedded within the Inline XBRL).

 

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized

 

 

 

 

 

 

 

Date: August 29, 2023

GINKGO BIOWORKS HOLDINGS, INC.

 

 

 

 

 

 

 

By:

/s/ Mark Dmytruk

 

Name:

Mark Dmytruk

 

Title:

Chief Financial Officer