S-8 1 ginkgo-sx82025evergreen.htm S-8 Document

As filed with the United States Securities and Exchange Commission on February 25, 2025. 
 
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) 
 
 
 
   
Delaware 87-2652913
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
27 Drydock Avenue 
8th Floor 
Boston, MA 02210 
(877) 422-5362 
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) 
Ginkgo Bioworks Holdings, Inc. 2021 Incentive Award Plan 
Ginkgo Bioworks Holdings, Inc. 2021 Employee Stock Purchase 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: 
 
   
Marko Zatylny
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
(617) 951-7000
 
Karen Tepichin
General Counsel
Ginkgo Bioworks Holdings, Inc.
27 Drydock 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: 
 
       
Large accelerated filer ☒ Accelerated filer ☐
    
Non-accelerated filer ☐ Smaller reporting company ☐
    
    Emerging growth company ☐
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 ☐ 
 
 
 
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, the Ginkgo Bioworks Holdings, Inc. (the “Company”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (1) 2,312,604 additional shares of the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”) and 2,312,604 additional shares of the Company’s Class B common stock, $0.0001 par value per share (the “Class B Common Stock”) under the Company’s 2021 Incentive Award Plan (the “2021 Incentive Award Plan”) and (2) 534,534 additional shares of the Company’s Class A Common Stock and 534,534 additional shares of the Company’s Class B Common Stock under the Company’s 2021 Employee Stock Purchase Plan (the “2021 Employee Stock Purchase Plan”), pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans for the 2025 fiscal year, and subject to the share limits prescribed in such plans. 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 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.
This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on March 1, 2024 (Registration No. 333-277558), March 13, 2023 (Registration No. 333-270506), October 19, 2022 (Registration No. 333-267952) and November 19, 2021 (Registration No. 333-261205). 

 








PART II 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 


 Item 8.
Exhibits. 
 
   
Exhibit
No.		 Description
  
  
4.1
 
  
4.2
 
  
4.3
 
  
4.4
 
  
4.5
 
  
5.1* 
  
23.1* 
23.2*
  
23.3*
 
  
24.1* 
  
107* 
 
*Filed herewith. 


 
 
 


 
 





 
SIGNATURES 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on February 25, 2025. 
 
 
Ginkgo Bioworks Holdings, Inc.
 
/s/ Jason Kelly
Name: Jason Kelly
Title: Chief Executive Officer
POWER OF ATTORNEY 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Jason Kelly and Mark Dmytruk, acting alone or with another attorney-in-fact, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement on Form S-8 of Ginkgo Bioworks Holdings, Inc. and any subsequent registration statements related thereto pursuant to Instruction E to Form S-8 (and all further amendments, including post-effective amendments thereto), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and generally to do all such things in their names and behalf in their capacities as officers and directors to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated. 
 


NameTitleDate
 
/s/ Jason KellyChief Executive Officer and Director
February 25, 2025
Jason Kelly(Principal Executive Officer)
 
/s/ Mark DmytrukChief Financial Officer
February 25, 2025
Mark Dmytruk(Principal Financial Officer)
 
/s/ Steven CoenChief Accounting Officer
February 25, 2025
Steven Coen(Principal Accounting Officer)
 
/s/ Shyam SankarDirector, Chair of the Board
February 25, 2025
Shyam Sankar
 
/s/ Ross Fubini
Director
February 25, 2025
Ross Fubini
 
/s/ Kathy Hopinkah Hannan
 Director
February 25, 2025
Kathy Hopinkah Hannan
/s/ Christian Henry
Director
February 25, 2025
Christian Henry
 
/s/ Sri Kosuri
Director
February 25, 2025
Sri Kosuri
 
/s/ Myrtle Potter
Director
February 25, 2025
Myrtle Potter
 
/s/ Reshma ShettyPresident, Chief Operating Officer and Director
February 25, 2025
Reshma Shetty
 
/s/ Harry E. SloanDirector
February 25, 2025
Harry E. Sloan