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Soaring Eagle Acquisition Corp.

09/16/2021 | Press release | Distributed by Public on 09/16/2021 12:18

New Listing Registration (SEC Filing - 8-A12B)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Ginkgo Bioworks Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware 87-2652913
(State of incorporation or organization) (I.R.S. Employer Identification No.)

27 Drydock Avenue

8th Floor

Boston, MA

020110
(Address of principal executive offices) (Zip Code)

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

Title for each class

to be so registered

Name of each exchange on which

each class is to be registered

Class A common stock, par value $0.0001 per share The New York Stock Exchange
Warrants, each whole warrant exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share The New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ☐

Securities Act registration statement file number to which this form relates: (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act: N/A

Explanatory Note

This Registration Statement on Form 8-A is being filed by Ginkgo Bioworks Holdings, Inc. (the 'Company'), formerly known as Soaring Eagle Acquisition Corp., with the U.S. Securities and Exchange Commission (the 'SEC') in connection with the transfer of the listing of the Company's Class A common stock, par value $0.0001 per share ('Company Common Stock'), and its warrants to purchase shares of Company Common Stock (the 'Company Warrants') from the Nasdaq Capital Market ('Nasdaq') to The New York Stock Exchange.

Item 1. Description of Registrant's Securities to be Registered.

The securities to be registered hereby are the Company Common Stock and Company Warrants.

The description of the Company Warrants registered hereunder is set forth under the heading 'Description of Securities' in the prospectus, dated as of February 23, 2021 (File No. 333-251661) and filed with the SEC on February 25, 2021 and is incorporated herein by reference. The description of the Company Common Stock registered hereunder is set forth under the heading 'Description of New Ginkgo Securities' in the definitive proxy statement / prospectus, dated as of August 11, 2021 (File No. 333-256121) and filed with the SEC on August 13, 2021, and is incorporated herein by reference.

Item 2. Exhibits.

In accordance with the 'Instructions as to Exhibits' with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the registrant are registered on The New York Stock Exchange and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 16, 2021

Ginkgo Bioworks Holdings, Inc.

By:

/s/ Mark Dmytruk

Name: Mark Dmytruk

Title: Chief Financial Officer