Filing Details

 

 

Ginkgo Bioworks Holdings, Inc. (the “Issuer”)

27 Drydock Avenue, 8th Floor Boston, MA 02210

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

This statement relates to Shares (as defined herein) held for the account of each of Anchorage Capital Master Offshore, Ltd., a Cayman Islands exempted company incorporated with limited liability (“ACMO”), AIO V Holdings (Cayman) LLC, a Cayman Islands limited liability company (“AIO V Cayman”), and AIO VI Holdings (Cayman) LLC, a Cayman Islands limited liability company (“AIO VI Cayman”). Capital Group is the investment advisor to each of ACMO, AIO V Cayman and AIO VI Cayman. Management is the sole managing member of Capital Group. Mr. Ulrich is the Chairman of Capital Group and the managing member of Management.

The address of the principal business office of each of the Reporting Persons is 610 Broadway, 6th Floor, New York, NY 10012.

i)

Capital Group is a Delaware limited liability company;

ii)

Management is a Delaware limited liability company; and

iii)

Mr. Ulrich is a citizen of Canada.

Class A Common Stock, par value $0.0001 per share (the “Shares”)

37611X100

(e) ☒ An investment adviser in accordance with §240.13d-(b)(1)(ii)(E).

(g) ☒ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

As of December 31, 2021, each of the Reporting Persons may be deemed the beneficial owner of 69,208,354 Shares.  This amount includes: (i) 250,000 Shares held for the account of ACMO; (ii) 50,000 Shares the Reporting Persons have the right to acquire upon exercise of warrants (“Warrants”) held for the account of ACMO; (iii) 34,454,177 Shares held for the account of AIO V Cayman; and (iv) 34,454,177 Shares held for the account of AIO VI Cayman.

As of December 31, 2021, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.28% of Shares outstanding. (This percentage is based on a total of 1,310,833,159 Shares outstanding, which is the sum of (1) 1,310,783,159 Shares outstanding on November 8, 2021, as reported in the Issuer’s prospectus on Form 424B3 filed on December 10, 2021, and (2) the 50,000 Shares issuable upon exercise of the Warrants held for the account of ACMO, which have been added to the number of Shares outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.)

This Item 5 is not applicable.

See disclosure in Items 2 and 4 hereof.  Certain funds identified in Item 2(a) are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

See disclosure in Item 2 hereof.

This Item 8 is not applicable.

This Item 9 is not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

 

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock of Ginkgo Bioworks Holdings, Inc. dated as of February 14, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

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