Ginkgo Bioworks Holdings, Inc. 10-Q

Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that those material weaknesses previously identified in Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2022 were still present as of September 30, 2023. Based on those material weaknesses, and the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2023. Notwithstanding the identified material weaknesses, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that the condensed consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in this Quarterly Report on Form 10-Q, in conformity with GAAP. 46 Table of Contents Remediation of the Material Weaknesses in Internal Control Over Financial Reporting Following the identification of the material weaknesses described above, and with the oversight of the audit committee of our board of directors, we commenced remediation efforts to address the material weaknesses and enhance our control environment, including our internal control over financial reporting. We expect to continue remediation efforts during the remainder of fiscal 2023. In addition, until remediation steps have been completed and are operated for a sufficient period of time, and subsequent evaluation of their effectiveness is completed, the material weaknesses previously disclosed, and as described above, will continue to exist. Our efforts include: • Adding qualified personnel within our accounting, finance, and information technology (IT) functions and the implementation of specific control responsibilities within those positions; • Increased and enhanced employee training related to internal control over financial reporting; • Implementation and enhancement of control activities, including automation of certain control processes; and • Engagement with third-party consultants to improve our control environment further, including increasing the standardization of control support and documentation. Management and our board of directors are committed to the remediation of the material weaknesses described above, as well as the continued improvement of our internal control over financial reporting. We will continue to implement measures to remedy our internal control deficiencies, and we will continue to assess our internal controls and procedures and take further action as necessary or appropriate to address any other matters we identify. Changes in Internal Control over Financial Reporting Except as otherwise noted above under “Remediation of Material Weaknesses in Internal Control Over Financial Reporting” including the on-going remediation efforts described, there were no changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a–15(f) and 15d-15(f)) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 47 Table of Contents PART II—OTHER INFORMATION