2 unchanged sentences
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2024, which is the end of the period covered by this Annual Report.
−Removed: Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2023 as a result of a material weakness in our internal control over financial reporting as described below.
−Removed: Considering the material weakness in the Company’s internal control over financial reporting, we performed additional procedures to ensure that our consolidated financial statements included in this Form 10-K were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).
−Removed: Following such additional procedures, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in this Annual Report, in conformity with GAAP.
+Added: Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2024.
Management’s Annual Report on Internal Control Over Financial Reporting
6 unchanged sentences
As of December 31, 2024, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013).
−Removed: Based on this evaluation, due to the material weakness described below, we concluded that the Company's system of internal control over financial repor ting was not effective as of December 31, 2023.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: The following material weakness was identified by our management as of December 31, 2023:
−Removed: the Company did not have effective management review controls to address the risks of material misstatement of various significant accounts.
+Added: Based on this evaluation, we concluded that the Company's system of internal control over financial repor ting was effective as of December 31, 2024.
+Added: The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by our independent registered public accounting firm, Deloitte & Touche LLP, as stated in their report which is included herein.
+Added: Remediation of Previously Reported Material Weakness in Internal Control Over Financial Reporting
+Added: In preparing our financial statements in connection with our Annual Report on Form 10-K for the year ended December 31, 2023 and continuing through the nine months ended September 30, 2024, we previously identified a material weakness in our internal control over financial reporting.
+Added: The material weakness related to ineffective management review controls to address the risks of material misstatement of various significant accounts.
Management’s evaluation of the completeness and accuracy of data used in the performance of its controls was insufficient, as was the precision of the review, identification and resolution of items requiring follow-up, and/or timeliness of the review.
−Removed: This material weakness did not result in any material misstatements to the consolidated financial statements and there were no changes to previously released financial statements.
−Removed: Notwithstanding our material weakness, we have concluded that the financial statements and other financial information included in this Annual Report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.
−Removed: Our independent registered public accounting firm, Ernst & Young LLP (“EY”), who audited the consolidated financial statements included in this Annual Report, issued an adverse opinion on the effectiveness of our internal control over financial reporting due to the identification of the material weakness described above.
−Removed: Remediation of the Material Weakness in Internal Control Over Financial Reporting
−Removed: Following the identification of the material weaknesses in our internal control over financial reporting as of December 31, 2022, and with the oversight of the Audit Committee, we commenced remediation efforts to address the material weaknesses and enhance our control environment, including our internal control over financial reporting.
−Removed: While we have remediated the material weakness identified in the prior year associated with the information technology general controls over various key systems and have hired additional personnel with appropriate knowledge, experience and/or training commensurate with our technical accounting and financial reporting requirements, the material weakness described above continues to exist at December 31, 2023.
−Removed: As a result, we expect to continue remediation efforts during the remainder of fiscal 2024.
−Removed: 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 weakness described above will continue to exist.
−Removed: Our ongoing remediation efforts include:
−Removed: • Continued employee training related to internal control over financial reporting specifically focused on data used in the operation of management review controls and the execution of management review controls with an appropriate level of precision and appropriate documentation of the identification and resolution of follow-up items;
+Added: Following the identification of the material weakness, and with the oversight of the Audit Committee, we commenced remediation efforts that continued during fiscal 2024 to address the material weakness and enhance our control environment, including our internal control over financial reporting.
+Added: Our remediation efforts included:
+Added: • Employee training related to internal control over financial reporting specifically focused on data used in the operation of management review controls and the execution of management review controls with an appropriate level of precision and appropriate documentation of the identification and resolution of follow-up items;
• Implementation and enhancement of control activities, including automation of certain control processes;
• Development of other tools and enablers, including increasing the standardization of control support and documentation.
−Removed: Management and our board of directors are committed to the remediation of the material weakness described above, as well as the continued improvement of our internal control over financial reporting.
−Removed: 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.
+Added: Based on these remediation actions, as well as testing the operating effectiveness of the applicable financial reporting controls over a sustained period of financial reporting cycles, we have concluded that the previously reported material weakness has been effectively remediated as of December 31, 2024.
Changes in Internal Control over Financial Reporting
−Removed: Except as otherwise noted above under “Remediation of the Material Weakness in Internal Control Over Financial Reporting” including the ongoing 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.
−Removed: Our plans for remediating the material weakness, described above, will constitute changes in our internal control over financial reporting, prospectively, when such remediation plans are effectively implemented.
+Added: Except as otherwise noted above under “Remediation of Previously Reported Material Weakness in Internal Control Over Financial Reporting”, 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.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
1 unchanged sentence
Opinion on Internal Control over Financial Reporting
−Removed: We have audited Ginkgo Bioworks Holdings, Inc.
−Removed: internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
−Removed: In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Ginkgo Bioworks Holdings, Inc.
−Removed: (the Company) has not maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
−Removed: A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: The following material weakness has been identified and included in management’s assessment.
−Removed: Management has identified a material weakness related to the execution of management review
−Removed: controls related to various significant accounts.
−Removed: Management’s evaluation of the completeness and accuracy of data used in its controls was insufficient, as was the precision of the review, identification and resolution of items requiring follow-up, and/or timeliness of the review.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes.
−Removed: This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated February 29, 2024, which expressed an unqualified opinion thereon.
+Added: We have audited the internal control over financial reporting of Ginkgo Bioworks Holdings, Inc.
+Added: (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 25, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
14 unchanged sentences
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: /s/ Ernst & Young LLP
+Added: /s/ Deloitte & Touche LLP
Boston, Massachusetts
5 unchanged sentences
The information required by this item is incorporated by reference to the relevant information from our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders, which will be filed not later than 120 days after December 31, 2024.
+Added: Insider Trading Compliance Policy
+Added: The Company has adopted an Insider Trading Compliance Policy governing the purchase, sale and/or other disposition of its securities by directors, officers and employees, or the Company itself, that it believes is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable NYSE listing standards.
+Added: A copy of the Company’s Insider Trading Compliance Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.
Executive Compensation.
11 unchanged sentences
Exhibit Number Description
−Removed: 2.1† Agreement and Plan of Merger, dated as of July 24, 2022, by and among Ginkgo Bioworks Holdings, Inc., Pepper Merger Subsidiary Inc.
−Removed: and Zymergen Inc.
−Removed: (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 25, 2022)
2.2 Merger Agreement, dated as of May 11, 2021, by and among Soaring Eagle Acquisition Corp., SEAC Merger Sub Inc.
5 unchanged sentences
001-40097) for the quarter ended March 31, 2021, filed with the SEC on May 24, 2021)
−Removed: 3.1 Certificate of Incorporation of Ginkgo Bioworks Holdings, Inc.
−Removed: (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 20, 2021)
−Removed: 3.2 Amendment to Certificate of Incorporation of Ginkgo Bioworks Holdings, Inc.
−Removed: (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on September 20, 2021)
−Removed: 3.3 Bylaws of Ginkgo Bioworks Holdings, Inc.
−Removed: (incorporated by reference to Exhibit 3.
−Removed: 1 of the Company’s Current Report on Form 8-K filed with the SEC on October 27, 2023 )
+Added: 3.1 Amended and Restated Certificate of Incorporation of Ginkgo Bioworks Holdings, Inc.
+Added: (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2024)
+Added: 3.2 Amended and Restated Bylaws of Ginkgo Bioworks Holdings, Inc.
+Added: (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 27, 2023)
4.1 Specimen Class A Common Stock Certificate of Ginkgo Bioworks Holdings, Inc.
9 unchanged sentences
10.1+* Form of Ginkgo Bioworks Holdings, Inc.
−Removed: 2021 Incentive Award Plan (incorporated by reference to Annex E of SRNG’s Form S-4/A (File No.
−Removed: 333-256121), filed with the SEC on August 4, 2021)
+Added: 2021 Incentive Award Plan
10.2+* Form of Ginkgo Bioworks Holdings, Inc.
−Removed: 2021 Employee Stock Purchase Plan (incorporated by reference to Annex F of SRNG’s Form S-4/A (File No.
−Removed: 333-256121), filed with the SEC on August 4, 2021)
+Added: 2021 Employee Stock Purchase Plan
10.3+ Registration Rights Agreement, dated as of September 16, 2021, by and among Ginkgo Bioworks Holdings, Inc., Eagle Equity Partners III, LLC and the other Holders signatory thereto.
1 unchanged sentence
10.4+* Ginkgo Bioworks, Inc.
−Removed: 2008 Stock Incentive Plan, as amended as of June 18, 2014 (incorporated by reference to Exhibit 10.8 to Amendment No.
−Removed: 1 to the Registration Statement on Form S-4 (File No.
−Removed: 333-256121), filed with the SEC on June 28, 2021)
+Added: 2008 Stock Incentive Plan, as amended as of June 18, 2014
10.5+ Ginkgo Bioworks, Inc.
3 unchanged sentences
10.6+* Amendment to the Ginkgo Bioworks, Inc.
−Removed: 2014 Stock Incentive Plan, effective May 1, 2019 (incorporated by reference to Exhibit 10.10 to Amendment No.
−Removed: 1 to the Registration Statement on Form S-4 (File No.
−Removed: 333-256121), filed with the SEC on June 28, 2021)
+Added: 2014 Stock Incentive Plan, effective May 1, 2019
10.7+* Amendment to the Ginkgo Bioworks, Inc.
−Removed: 2014 Stock Incentive Plan, effective September 9, 2019 (incorporated by reference to Exhibit 10.11 to Amendment No.
−Removed: 1 to the Registration Statement on Form S-4 (File No.
−Removed: 333-256121), filed with the SEC on June 28, 2021)
+Added: 2014 Stock Incentive Plan, effective September 9, 2019
10.8+ Amendment to the Ginkgo Bioworks, Inc.
3 unchanged sentences
10.9+* Amendment to the Ginkgo Bioworks, Inc.
−Removed: 2014 Stock Incentive Plan, effective April 8, 2020 (incorporated by reference to Exhibit 10.13 to Amendment No.
−Removed: 1 to the Registration Statement on Form S-4 (File No.
−Removed: 333-256121), filed with the SEC on June 28, 2021)
+Added: 2014 Stock Incentive Plan, effective April 8, 2020
10.10+* Amendment to the Ginkgo Bioworks, Inc.
−Removed: 2014 Stock Incentive Plan, effective March 15, 2021 (incorporated by reference to Exhibit 10.14 to Amendment No.
−Removed: 1 to the Registration Statement on Form S-4 (File No.
−Removed: 333-256121), filed with the SEC on June 28, 2021)
+Added: 2014 Stock Incentive Plan, effective March 15, 2021
10.11+ Form of Incentive Stock Option Agreement, granted under the Ginkgo Bioworks, Inc.
59 unchanged sentences
10.31 Fifteenth Amendment to Lease Agreement, dated August 9, 2023, by and between BCP-CG 27 Property LLC and Ginkgo Bioworks, Inc.
+Added: (incorporated by reference to Exhibit 10.31 of the Company’s Annual Report on Form 10-K, filed with the SEC on February 29, 2024)
10.32 Lease Agreement, dated March 18, 2016, by and between Jamestown 21-23-25 Drydock, L.P.
32 unchanged sentences
001-40097), filed with the SEC on May 11, 2021)
−Removed: 10.42 Voting Agreement, dated as of July 24, 2022, entered into by SVF Excalibur (Cayman) Limited (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 25, 2022)
+Added: 10.42+ Form of Stock Option Agreement for 2024 Founder Award Program, granted under the Ginkgo Bioworks Holdings, Inc.
+Added: 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024)
+Added: 19.1* Insider Trading Compliance Policy
21.1* Subsidiaries of the Registrant
+Added: 23.1* Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
23.2* Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
5 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 97* Policy for Recoupment of Incentive Compensation
+Added: 97 Policy for Recoupment of Incentive Compensation (incorporated by reference to Exhibit 97 of the Company’s Annual Report on Form 10-K, filed with the SEC on February 29, 2024)
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
10 unchanged sentences
‡ Certain confidential information contained in this Exhibit has been omitted because it is (i) not material and (ii) of the type that the registrant treats as private or confidential.
−Removed: + Indicates a management contract of compensatory plan.
+Added: + Indicates a management contract or compensatory plan.
Form 10-K Summary
13 unchanged sentences
/s/ Shyam Sankar Director, Chair of the Board February 25, 2025
−Removed: /s/ Arie Belldegrun Director February 29, 2024
−Removed: Arie Belldegrun
−Removed: /s/ Marijn Dekkers Director February 29, 2024
−Removed: Marijn Dekkers
+Added: /s/ Ross Fubini Director February 25, 2025
/s/ Kathy Hopinkah Hannan
3 unchanged sentences
Christian Henry
−Removed: /s/ Reshma Kewalramani Director February 29, 2024
−Removed: Reshma Kewalramani
+Added: /s/ Sri Kosuri Director February 25, 2025
+Added: /s/ Myrtle Potter Director February 25, 2025
+Added: Myrtle Potter
/s/ Reshma Shetty President, Chief Operating Officer and Director February 25, 2025
4 unchanged sentences
Report of Independent Registered Public Accounting Firm (PCAOB ID:
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID:
Consolidated Balance Sheets
5 unchanged sentences
Summary of Significant Accounting Policies
+Added: Restructuring
Acquisitions and Divestitures
3 unchanged sentences
Goodwill and Intangible Assets, net
−Removed: Warrant Liabilities
−Removed: Supplemental Information
+Added: Supplemental Financial Information
Commitments and Contingencies
3 unchanged sentences
Segment Information
−Removed: Significant Collaborations Transactions
−Removed: Employee Benefit Plans
+Added: Significant Collaborations Transactions with Related Parties
+Added: Employee Benefit Plan
Net Loss per Share
Related Parties
−Removed: Subsequent Events
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
1 unchanged sentence
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Ginkgo Bioworks Holdings, Inc.
−Removed: (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S.
+Added: We have audited the accompanying consolidated balance sheet of Ginkgo Bioworks Holdings, Inc.
+Added: and subsidiaries (the “Company”) as of December 31, 2024, and the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.
+Added: Basis for Opinion
+Added: These financial statements are the responsibility of the Company’s management.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
+Added: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
+Added: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
+Added: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
+Added: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audit provides a reasonable basis for our opinion.
+Added: Critical Audit Matters
+Added: The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Cell Engineering Revenue Recognition — Refer to Notes 2 and 14 to the financial statements
+Added: Critical Audit Matter Description
+Added: The Company generates Cell Engineering revenue primarily through license and collaboration agreements, under which customers obtain rights to the Company’s proprietary technology and intellectual property for use in the research, development and commercialization of engineered organisms and derived products.
+Added: Under these agreements, the Company typically provides research and development services, including granting a license to its intellectual property.
+Added: Additionally, the customer may obtain license rights to the output of the Company’s services in order to commercialize the resulting output of such services.
+Added: Cell Engineering revenue was $174 million for the year ended December 31, 2024.
+Added: The Company generally recognizes Cell Engineering revenue over time based on the cost incurred to date relative to total expected costs or for cost-plus contracts, as costs are incurred.
+Added: The Company evaluates its measure of progress to recognize revenue at each reporting period and, as necessary, adjusts the measure of progress and related revenue recognition.
+Added: The Company’s measure of progress and revenue recognition involves significant judgment and assumptions, including, but not limited to, evaluating contract terms and estimating the cost to complete the performance obligation.
+Added: Auditing the Cell Engineering revenue was challenging due to the extent of audit effort required to evaluate the volume and complexity of customer contracts, including estimates of the measure of progress.
+Added: How the Critical Audit Matter Was Addressed in the Audit
+Added: Our audit procedures related to Cell Engineering revenue included the following, among others:
+Added: • We selected a sample of Cell Engineering contracts and performed the following:
+Added: ◦ Evaluated whether the contracts were properly included in management’s calculation of Cell Engineering revenue based on the terms and conditions of each contract, including whether continuous transfer of control to the customer occurred as progress was made toward fulfilling the performance obligation(s).
+Added: ◦ Compared the transaction price to the consideration expected to be received based on current rights and obligations under the contracts and any modifications that were agreed upon with the customers.
+Added: ◦ Tested management’s identification of distinct performance obligations.
+Added: ◦ To the extent a contract did not represent a single distinct performance obligation, we tested the allocation of the transaction price to each distinct performance obligation by comparing the relative standalone selling prices to the selling prices of similar goods or services.
+Added: ◦ Tested the accuracy and completeness of the costs incurred to date for each performance obligation.
+Added: ◦ Evaluated the estimates of total cost incurred and total estimated cost, when applicable, for the performance obligation by:
+Added: ▪ Testing the costs incurred to date.
+Added: ▪ Evaluating management’s estimates of total cost by performing corroborating inquiries with those that are responsible for managing the contract execution, and comparing the estimates to management’s work plans.
+Added: ◦ Tested the mathematical accuracy of management’s calculation of revenue for the performance obligation.
+Added: • We evaluated management’s ability to estimate total costs accurately by comparing actual costs to management’s historical estimates for performance obligations that have been fulfilled.
+Added: Goodwill Impairment — Refer to Notes 2 and 8 to the financial statements
+Added: Critical Audit Matter Description
+Added: The Company’s assessment of goodwill for impairment involves the comparison of the fair value of the reporting unit to its carrying value.
+Added: The Company used a discounted cash flow model and guideline public company method to estimate fair value of its Cell Engineering reporting unit, which requires management to make significant estimates and assumptions related to projected future operating results, discount rates, and peer company multiples.
+Added: Changes in these assumptions could have a significant impact on either the fair value of the Cell Engineering reporting unit, the amount of any goodwill impairment charge, or both.
+Added: As a result of an indicator of impairment, the Company performed an interim goodwill impairment assessment as of June 30, 2024, and determined that the fair value of the Cell Engineering reporting unit was less than its carrying value and that the goodwill was fully impaired.
+Added: As a result, a goodwill impairment charge of $47.9 million was recorded in the year ended December 31, 2024.
+Added: Given the Company’s determination of the fair value of its Cell Engineering reporting unit required management to make significant estimates and assumptions related to projected future operating results, discount rates, and peer company multiples, auditing the reasonableness of the assumptions used involved especially subjective judgment and an increased extent of effort, including the need to involve of our fair value specialists.
+Added: We identified goodwill as a critical audit matter because of the significant judgments made by management to estimate the fair value of the Cell Engineering reporting unit.
+Added: How the Critical Audit Matter Was Addressed in the Audit
+Added: Our audit procedures related to the projected future operating results, discount rates, and peer company multiples used by management to estimate the fair value of the Cell Engineering reporting unit included the following, among others:
+Added: • We evaluated the reasonableness of management’s projected future operating results by comparing the projections to (1) historical operating results, (2) internal communications to management and the Board of Directors, (3) information included in analyst and industry reports as well as certain publicly available peer company information, and (4) comparing actual results to management’s historical forecasts.
+Added: • With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, discount rates and peer company multiples by:
+Added: ◦ Testing the source information underlying the determination of the discount rates and peer company multiples, and the mathematical accuracy of the calculations.
+Added: ◦ Developing a range of independent estimates and comparing those to the discount rates and peer company multiples selected by management.
+Added: /s/ Deloitte & Touche LLP
+Added: Boston, Massachusetts
+Added: February 25, 2025
+Added: We have served as the Company’s auditor since 2024.
+Added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
+Added: To the Stockholders and the Board of Directors of Ginkgo Bioworks Holdings, Inc.
+Added: Opinion on the Financial Statements
+Added: We have audited the accompanying consolidated balance sheet of Ginkgo Bioworks Holdings, Inc.
+Added: (the Company) as of December 31, 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with U.S.
generally accepted accounting principles.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 29, 2024 expressed an adverse opinion thereon.
−Removed: Adoption of New Accounting Standard
−Removed: As discussed in Note 2 to the consolidated financial statements, the Company changed its method for accounting for leases in 2022 due to the adoption of Accounting Standards Update (ASU) No.
−Removed: 2016-02 Leases (ASC 842), and the related amendment s.
Basis for Opinion
9 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
−Removed: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
−Removed: The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Cell Engineering Revenue Recognition
−Removed: Description of the Matter
−Removed: Cell Engineering revenues were $143.5 million for the year ended December 31, 2023.
−Removed: As discussed in Note 2 to the consolidated financial statements, for certain Cell Engineering revenue agreements, the Company recognizes revenue over the period of performance using a measure of progress based on costs incurred to date as compared to total estimated costs.
−Removed: The Company evaluates its measure of progress to recognize revenue for these agreements at each reporting period and, as necessary, adjusts the measure of progress and related revenue recognition.
−Removed: Auditing Cell Engineering revenue recognized using a measure of progress is especially challenging because the determination of the measure of progress involves significant management judgment and assumptions related to the estimated costs to satisfy the applicable performance obligation under the agreement.
−Removed: How We Addressed the Matter in Our Audit
−Removed: To test the measure of progress used to recognize revenue for certain Cell Engineering revenue agreements, our audit procedures included, among others, evaluating the identified measure of progress by reviewing customer contracts and the contract analyses prepared by management.
−Removed: We also evaluated the accuracy and completeness of the underlying data used in management’s determination of the measure of progress.
−Removed: We tested management’s estimate of costs by performing inquiries of individuals responsible for managing the execution of the Cell Engineering revenue agreements and inspecting evidence related to the progress under the agreement.
−Removed: We also performed analytical comparisons of actual costs incurred compared to estimated remaining costs, compared management’s historical estimates of remaining costs to actual costs incurred, and performed sensitivity analyses over management’s estimates of costs.
/s/ Ernst & Young LLP
−Removed: We have served as the Company’s auditor since 2018.
+Added: We served as the Company’s auditor from 2018 to 2024.
Boston, Massachusetts
−Removed: February 29, 2024
+Added: February 29, 2024, except for note 15 and the effects of the reverse stock split described in note 2, as to which the date is February 25, 2025
Ginkgo Bioworks Holdings, Inc.
Consolidated Balance Sheets
−Removed: (in thousands, except per share data)
+Added: (in thousands, except share data)
As of December 31,
8 unchanged sentences
Investments 48,704 78,565
−Removed: Equity method investments — 1,543
Intangible assets, net 72,510 82,741
13 unchanged sentences
Operating lease liabilities, non-current 438,766 221,835
−Removed: Warrant liabilities 5,700 10,868
Other non-current liabilities 16,576 24,433
7 unchanged sentences
Accumulated deficit ( 5,837,557 ) ( 5,290,528 )
−Removed: Accumulated other comprehensive income (loss) 1,484 ( 2,632 )
+Added: Accumulated other comprehensive (loss) income ( 1,806 ) 1,484
Total stockholders’ equity 716,058 1,097,152
3 unchanged sentences
Consolidated Statements of Operations and Comprehensive Loss
−Removed: (in thousands, except per share data)
+Added: (in thousands, except share data)
Year Ended December 31,
3 unchanged sentences
Biosecurity revenue:
−Removed: Product 28,949 35,455 23,040
Service 53,071 78,975 298,585
+Added: Product — 28,949 35,455
Total revenue 227,043 251,455 477,706
Costs and operating expenses:
−Removed: Cost of Biosecurity product revenue 7,481 20,646 20,017
Cost of Biosecurity service revenue 38,549 46,524 183,570
+Added: Cost of Biosecurity product revenue — 7,481 20,646
+Added: Cost of other revenue 5,999 — —
Research and development 424,061 580,621 1,052,643
1 unchanged sentence
Impairment of lease assets — 96,210 —
+Added: Goodwill impairment 47,858 — —
+Added: Restructuring charges 24,172 — —
Total operating expenses 786,800 1,115,861 2,686,658
5 unchanged sentences
Loss on investments ( 28,827 ) ( 54,827 ) ( 53,335 )
−Removed: Change in fair value of warrant liabilities 5,168 124,970 58,615
−Removed: Gain on settlement of partnership agreement — — 23,826
(Loss) gain on deconsolidation of subsidiaries ( 7,013 ) ( 42,502 ) 31,889
−Removed: Other income (expense), net 9,138 7,634 ( 1,733 )
−Removed: Total other income (expense), net ( 28,534 ) 87,553 ( 9,655 )
+Added: Change in fair value of warrant liabilities 5,701 5,168 124,970
+Added: Other income, net 3,870 9,138 7,634
+Added: Total other income (expense) 12,249 ( 28,534 ) 87,553
Loss before income taxes ( 547,508 ) ( 892,940 ) ( 2,121,399 )
13 unchanged sentences
Net loss $ ( 547,029 ) $ ( 892,869 ) $ ( 2,106,372 )
−Removed: Other comprehensive loss:
+Added: Other comprehensive (loss) income:
Foreign currency translation adjustment ( 4,782 ) 4,116 ( 917 )
−Removed: Total other comprehensive gain (loss) 4,116 ( 917 ) ( 1,715 )
+Added: Reclassification of foreign currency translation adjustment realized upon sale of foreign subsidiary 1,492 — —
+Added: The accompanying notes are an integral part of these consolidated financial statements.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Consolidated Statements of Operations and Comprehensive Loss
+Added: (in thousands, except share data)
+Added: Total other comprehensive (loss) income ( 3,290 ) 4,116 ( 917 )
Comprehensive loss $ ( 550,319 ) $ ( 888,753 ) $ ( 2,107,289 )
3 unchanged sentences
Consolidated Statements of Stockholders’ Equity
−Removed: (in thousands)
+Added: (in thousands except share data)
Amount Additional
Comprehensive
+Added: (Loss) Income
Stockholders’
1 unchanged sentence
Issuance of common stock upon exercise or vesting of equity awards 3,116,275 — 252 — — — 252
−Removed: Vesting of restricted stock - earnouts 38,799 4 ( 4 ) — — — —
Tax withholdings related to net share settlement of equity awards ( 7,390 ) — ( 981 ) — — — ( 981 )
−Removed: Founder shares repurchase ( 2,707 ) — ( 24,998 ) — — — ( 24,998 )
−Removed: Issuance of warrants to purchase Series D convertible preferred stock — — 300 — — — 300
−Removed: Issuance of Series D and B convertible preferred stock upon exercise of warrants 1,014 — — — — — —
−Removed: Issuance of Series E convertible preferred stock in exchange for warrants 408 — — — — — —
−Removed: Issuance of common stock for a business acquisition 1,634 — 15,160 — — — 15,160
−Removed: Issuance of common stock upon reverse recapitalization, net of offering costs (Note 3) 193,366 19 1,509,610 — — — 1,509,629
−Removed: Assumption of Public and Private Placement Warrants — — ( 194,453 ) — — — ( 194,453 )
−Removed: Contributions from non-controlling interests — — — — — 59,933 59,933
−Removed: Stock-based compensation expense — — 1,579,400 — — — 1,579,400
−Removed: Foreign currency translation — — — — ( 1,715 ) — ( 1,715 )
−Removed: Net loss — — — ( 1,830,047 ) — ( 6,595 ) ( 1,836,642 )
−Removed: Balance as of December 31, 2021 1,611,393 161 3,804,844 ( 2,297,925 ) ( 1,715 ) 62,014 1,567,379
−Removed: Issuance of common stock upon exercise or vesting of equity awards 124,651 13 239 — — — 252
−Removed: Tax withholdings related to net share settlement of equity awards ( 296 ) — ( 981 ) — — — ( 981 )
Issuance of common stock for business and asset acquisitions, net of issuance costs 2,862,931 — 279,745 — — — 279,745
4 unchanged sentences
Adoption of ASC 842 — — — 5,195 — — 5,195
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Consolidated Statements of Stockholders’ Equity
−Removed: (in thousands)
−Removed: Amount Additional
−Removed: Comprehensive
−Removed: Stockholders’
Stock-based compensation expense — — 1,945,247 — — 2,227 1,947,474
12 unchanged sentences
Balance as of December 31, 2023 50,032,873 5 6,386,191 ( 5,290,528 ) 1,484 — 1,097,152
+Added: Issuance of common stock upon exercise or vesting of equity awards 1,783,763 — 543 — — — 543
+Added: Payment for fractional shares after reverse stock split — — ( 4 ) — — — ( 4 )
+Added: Settlement of contingent consideration 1,385,532 — 14,742 — — — 14,742
The accompanying notes are an integral part of these consolidated financial statements.
Ginkgo Bioworks Holdings, Inc.
+Added: Consolidated Statements of Stockholders’ Equity
+Added: (in thousands except share data)
+Added: Amount Additional
+Added: Comprehensive
+Added: (Loss) Income
+Added: Stockholders’
+Added: Issuance of common stock for asset acquisitions 802,038 — 36,801 — — — 36,801
+Added: Issuance of common stock in exchange for services 361,579 — 4,799 — — — 4,799
+Added: Stock-based compensation expense — — 112,344 — — — 112,344
+Added: Reclassification of foreign currency translation adjustment realized upon sale of foreign subsidiary — — — — 1,492 — 1,492
+Added: Foreign currency translation — — — — ( 4,782 ) — ( 4,782 )
+Added: Net loss — — — ( 547,029 ) — — ( 547,029 )
+Added: Balance as of December 31, 2024 54,365,785 $ 5 $ 6,555,416 $ ( 5,837,557 ) $ ( 1,806 ) $ — $ 716,058
+Added: The accompanying notes are an integral part of these consolidated financial statements.
+Added: Ginkgo Bioworks Holdings, Inc.
Consolidated Statements of Cash Flows
7 unchanged sentences
Stock-based compensation 112,344 229,884 1,930,641
+Added: Goodwill impairment 47,858 — —
+Added: Restructuring related impairment charges 4,823 — —
Non-cash customer consideration ( 1,117 ) ( 1,373 ) ( 34,263 )
10 unchanged sentences
Non-cash in-process research and development 19,796 9,182 1,162
−Removed: Amortization of finance lease right-of-use assets 1,047 1,871 —
Non-cash severance and retention bonus expense associated with an acquisition — — 6,152
11 unchanged sentences
Operating lease liabilities, current and non-current ( 14,881 ) ( 22,800 ) ( 10,792 )
−Removed: Deferred rent, non-current — — 6,032
Other non-current liabilities 2,094 452 31
10 unchanged sentences
Purchase of investment in equity securities — — ( 3,691 )
+Added: Proceeds from sales of marketable securities 4,519 — —
Proceeds from sale of equipment 648 4,428 —
1 unchanged sentence
Net cash used in investing activities ( 62,236 ) ( 80,693 ) ( 67,394 )
+Added: Cash flows from financing activities:
The accompanying notes are an integral part of these consolidated financial statements.
4 unchanged sentences
2024 2023 2022
−Removed: Cash flows from financing activities:
−Removed: Proceeds from reverse recapitalization, net of redemptions of $ 867,253 and offering costs of $ 108,118 (Note 3)
−Removed: — — 1,509,629
Proceeds from exercise of stock options 84 93 240
−Removed: Repurchases of common stock — — ( 24,998 )
Taxes paid related to net share settlement of equity awards — ( 23 ) ( 981 )
−Removed: Principal payments on finance/capital leases and lease financing obligation ( 1,295 ) ( 1,237 ) ( 1,123 )
−Removed: Contributions from non-controlling interests — — 59,933
+Added: Principal payments on finance leases ( 897 ) ( 1,295 ) ( 1,237 )
Proceeds from public offering, net of issuance costs — — 99,303
Contingent consideration payment ( 922 ) ( 1,411 ) ( 521 )
−Removed: Payment of equity issuance costs ( 580 ) ( 1,467 ) —
+Added: Payment of equity issuance costs and other ( 4 ) ( 580 ) ( 1,467 )
Net cash (used in) provided by financing activities ( 1,739 ) ( 3,216 ) 95,337
Effect of foreign exchange rates on cash and cash equivalents ( 281 ) ( 588 ) 908
−Removed: Net (decrease) increase in cash, cash equivalents and restricted cash ( 379,997 ) ( 223,347 ) 1,207,051
−Removed: Cash and cash equivalents, beginning of period 1,315,792 1,550,004 380,801
−Removed: Restricted cash, beginning of period 53,789 42,924 5,076
−Removed: Cash, cash equivalents and restricted cash, beginning of period 1,369,581 1,592,928 385,877
−Removed: Cash and cash equivalents, end of period 944,073 1,315,792 1,550,004
−Removed: Restricted cash, end of period 45,511 53,789 42,924
−Removed: Cash, cash equivalents and restricted cash, end of period $ 989,584 $ 1,369,581 $ 1,592,928
+Added: Net decrease in cash, cash equivalents and restricted cash ( 383,841 ) ( 379,997 ) ( 223,347 )
+Added: Cash and cash equivalents, beginning of year 944,073 1,315,792 1,550,004
+Added: Restricted cash, beginning of year 45,511 53,789 42,924
+Added: Cash, cash equivalents and restricted cash, beginning of year 989,584 1,369,581 1,592,928
+Added: Cash and cash equivalents, end of year 561,572 944,073 1,315,792
+Added: Restricted cash, end of year 44,171 45,511 53,789
+Added: Cash, cash equivalents and restricted cash, end of year $ 605,743 $ 989,584 $ 1,369,581
The accompanying notes are an integral part of these consolidated financial statements.
4 unchanged sentences
(“Ginkgo” or the “Company”) is to make biology easier to engineer.
−Removed: The Company designs custom cells for customers across multiple markets.
+Added: The Company provides biological research and development services for customers across multiple markets and industries.
Since inception, the Company has devoted its efforts to improving its platform for programming cells to enable customers to leverage biology to create impactful products across a range of industries.
The Company’s platform comprises (i) equipment, robotic automation, software, data pipelines and tools, and standard operating procedures for high throughput cell engineering, fermentation, and analytics (referred to collectively as the “Foundry”), (ii) a library of proprietary biological assets and associated performance data (referred to collectively as “Codebase”), and (iii) the Company’s team of expert users, developers and operators of the Foundry and Codebase.
−Removed: With a mission to make biology easier to engineer, the Company has recognized the need to invest in biosecurity as a key component of its platform.
−Removed: The Company’s Biosecurity business is building a global infrastructure for biosecurity to empower governments, communities, and public health leaders to prevent, detect and respond to a wide variety of biological threats.
−Removed: On September 16, 2021, Soaring Eagle Acquisition Corp.
−Removed: (“SRNG”) consummated a merger transaction pursuant to a merger agreement (the “Merger Agreement”), by and among SRNG, SEAC Merger Sub Inc., a wholly owned subsidiary of SRNG (“Merger Sub”), and Ginkgo Bioworks, Inc.
−Removed: (“Old Ginkgo”), whereby Merger Sub merged with and into Old Ginkgo, the separate corporate existence of Merger Sub ceased and Old Ginkgo survived the merger as a wholly owned subsidiary of SRNG (the “SRNG Business Combination”).
−Removed: In connection with the consummation of the SRNG Business Combination, SRNG changed its name to “Ginkgo Bioworks Holdings, Inc.” and, among other transactions contemplated by the Merger Agreement, the existing equity holders of Old Ginkgo exchanged their equity interests of Old Ginkgo for equity interests of Ginkgo.
−Removed: See Note 3 for additional information on the SRNG Business Combination.
+Added: The Company’s Biosecurity business provides services to government and commercial customers working to identify, monitor, prevent, mitigate, and ultimately protect humanity from biological threats.
Summary of Significant Accounting Policies
1 unchanged sentence
The accompanying consolidated financial statements have been prepared in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“GAAP”).
−Removed: Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).
−Removed: The SRNG Business Combination was accounted for as a reverse recapitalization, in accordance with GAAP (the “Reverse Recapitalization”).
−Removed: Under this method of accounting, SRNG was treated as the “acquired” company for financial reporting purposes.
−Removed: Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Old Ginkgo issuing stock for the net assets of SRNG, accompanied by a recapitalization.
−Removed: The net assets of SRNG are stated at historical cost, with no goodwill or other intangible assets recorded.
−Removed: The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Old Ginkgo.
−Removed: The shares and corresponding capital amounts and loss per share prior to the Reverse Recapitalization have been retroactively restated to reflect the Exchange Ratio established in the Merger Agreement.
+Added: Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) of the Financial Accounting Standards Board (“FASB”).
Principles of Consolidation
1 unchanged sentence
All intercompany accounts and transactions have been eliminated.
−Removed: As discussed in Note 3 , Acquisitions and Divestitures, effective October 3, 2023, the Company deconsolidated its wholly owned subsidiary, Zymergen Inc.
−Removed: (“Zymergen”), following Zymergen's filing for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
Reclassifications
Certain prior year amounts have been reclassified for consistency with the current year presentation.
−Removed: In the accompanying consolidated balance sheet, $ 4.4 million in inventory as of December 31, 2022 was reclassified from inventory, net to prepaid expenses and other current assets.
−Removed: Total current assets as of December 31, 2022 is not changed as a result of this reclassification.
−Removed: In the accompanying consolidated statements of cash flows, (i) $ 0.2 million and $ 0.6 million of changes in inventory were reclassified to changes in prepaid expenses and other current assets for the years ended December 31, 2022 and 2021, respectively, (ii) $ 1.3 million and $ 0.3 million was reclassified from other non-cash activity to change in fair value of contingent consideration liability for the years ended December 31, 2022 and 2021, respectively, and (iii) $ 1.2 million was reclassified from other non-cash activity to non-cash in-process research and development for the year ended December 31, 2022.
+Added: In the accompanying consolidated balance sheet, $ 5.7 million in warrant liabilities as of December 31, 2023 were reclassified from warrant liabilities to other non-current liabilities.
+Added: Total liabilities as of December 31, 2023 is not changed as a result of this reclassification.
+Added: In the accompanying consolidated statements of cash flows, $ 1.0 million and $ 1.9 million were reclassified from amortization of finance lease right-of-use assets to other non-cash activity for the years ended December 31, 2023 and 2022, respectively.
The total cash used in operating activities for the years ended December 31, 2023 and 2022 is not changed as a result of these reclassifications.
+Added: Reverse Stock Split
+Added: On August 19, 2024 (the “Effective Date”), with the approval of the Company's board of directors and shareholders, the Company effected a one-for-forty (1:40) reverse stock split (the “Reverse Stock Split”) for the Company’s common stock (inclusive of Class A common stock, Class B common stock and Class C common stock, par value $ 0.0001 per share).
+Added: Accordingly, all common shares, common stock equity awards and common stock per share amounts presented herein have been retrospectively adjusted to reflect the Reverse Stock Split.
+Added: On the Effective Date, every forty shares of common stock issued and outstanding immediately prior to the Effective Date were automatically combined into one share of such class of common stock without any change to the par value per share.
+Added: The number of shares reserved under the Company’s equity plans and the number of shares underlying awards outstanding under the Company’s equity plans was reduced proportionately.
+Added: No fractional shares were issued in connection with the Reverse Stock Split.
+Added: Shareholders entitled to receive a fractional share as a result of the Reverse Stock Split received a cash payment in lieu of such fractional shares.
+Added: The number of authorized shares of common stock was not reduced.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
Variable Interest Entities
18 unchanged sentences
The Company mitigates this risk by requiring collateral for certain notes and monitoring the counterparty’s financial condition.
−Removed: For the year ended December 31, 2023, one customer within the Cell Engineering segment and one customer within the Biosecurity segment accounted for 12 % and 11 %, respectively, of the Company’s total revenue.
−Removed: For the year ended December 31, 2022, two customers within the Biosecurity segment each accounted for 11 % of the Company’s total revenue.
−Removed: For the year ended December 31, 2021, one customer within the Cell Engineering segment and one customer within the Biosecurity segment accounted for 11 % and 17 %, respectively, of the Company’s total revenue.
+Added: For the year ended December 31, 2024, two customers in the Cell Engineering segment accounted for 13 % and 20 % of the Company’s total revenue, while one customer in the Biosecurity segment accounted for 16 % of the Company’s total revenue.
+Added: For the year ended December 31, 2023, one customer in the Cell Engineering segment and one customer in the Biosecurity segment accounted for 12 % and 11 %, respectively, of the Company's total revenue.
+Added: For the year ended December 31, 2022, two customers in the Biosecurity segment each accounted for 11 % of the Company’s total revenue.
Cash and Cash Equivalents
The Company’s cash is comprised of bank deposits, overnight sweep accounts and money market funds.
−Removed: The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
+Added: The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.
The carrying value of the Company’s cash and cash equivalents approximate fair value due to their short-term maturities.
Restricted Cash
−Removed: Restricted cash primarily includes cash balances collateralizing letters of credit associated with the Company’s facility leases and a customer prepayment requiring segregation and restrictions in its use in accordance with the customer agreement.
+Added: Restricted cash primarily includes cash balances collateralizing letters of credit associated with the Company’s facility leases and customer prepayments requiring segregation and restrictions in its use in accordance with the customer agreement.
Restricted cash is included in prepaid expenses and other current assets and other non-current assets on the consolidated balance sheet.
2 unchanged sentences
The allowance is calculated by considering previous loss history, delinquency of receivables balances, current economic conditions and anticipated future economic conditions in the geographies and industries in which the Company’s customers operate.
−Removed: To the extent an individual customer’s credit quality deteriorates, the Company measures an allowance based on the risk characteristics of the individual customer.
+Added: To the extent an individual customer’s credit
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: quality deteriorates, the Company measures an allowance based on the risk characteristics of the individual customer.
Once a receivable is deemed to be uncollectible, such balance is charged against the allowance.
2 unchanged sentences
Property, Plant and Equipment, net
−Removed: Property, plant and equipment are stated at cost less accumulated depreciation and amortization.
+Added: Property, plant and equipment are stated at cost less accumulated depreciation.
Land is stated at cost.
−Removed: Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the remaining lease term for leasehold improvements.
+Added: Depreciation is computed using the straight-line method over the estimated useful lives of the assets or the remaining lease term for leasehold improvements.
Estimated lives of property, plant and equipment are as follows:
7 unchanged sentences
Expenditures for maintenance and repairs are expensed as incurred.
−Removed: When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the balance sheet and any resulting gain or loss is recorded in other income (expense), net in the consolidated statements of operations and comprehensive loss.
−Removed: Construction in progress relates to assets which have not been placed in service as of period end.
+Added: When assets are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the balance sheet and any resulting gain or loss is recorded in the consolidated statements of operations and comprehensive loss.
+Added: Construction in progress relates to assets which have not been placed in service as of the period end.
Equity Method Investments
3 unchanged sentences
For investments with a substantive profit-sharing agreement, the Company utilizes the hypothetical liquidation at book value (“HLBV”) method to allocate income and losses from the equity method investment.
−Removed: Under the HLBV method, the Company utilizes the capital account at the end of the period assuming the book value of the entity was liquidated or sold
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: minus the same calculation at the beginning of the period.
+Added: Under the HLBV method, the Company utilizes the capital account at the end of the period assuming the book value of the entity was liquidated or sold minus the same calculation at the beginning of the period.
The difference is the share of earnings or losses attributable to the equity method investment.
3 unchanged sentences
When the Company has no commitment to fund the losses of its equity method investees, the carrying value of its equity method investments will not be reduced below zero.
−Removed: The Company had no commitment to fund additional losses of its equity method investments during the years ended December 31, 2023, 2022 and 2021, other than dissolution costs for Joyn Bio, LLC (see Notes 3 and 6 ).
+Added: The Company had no commitment to fund additional losses of its equity method investments during the years ended December 31, 2024, 2023 and 2022, other than dissolution costs for Joyn Bio, LLC in 2022 (see Notes 4 and 7 ).
The Company evaluates its equity method investments for impairment whenever events or circumstances indicate that the carrying value of the investment may not be recoverable.
1 unchanged sentence
An impairment that is other-than-temporary is recognized in the period identified.
−Removed: The Company has no t recognized an impairment loss related to its equity method investments for the years ended December 31, 2023, 2022 and 2021.
+Added: The Company has no t
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: recognized an impairment loss related to its equity method investments for the years ended December 31, 2024, 2023 and 2022.
The Company may elect the fair value option for its equity method investments on an investment-by-investment basis.
1 unchanged sentence
Investments include marketable equity securities in publicly-traded companies, non-marketable equity securities in privately-held companies, Simple Agreement for Future Equity (“SAFE”) and warrants, in each case, in which the Company does not possess the ability to exercise significant influence over the investee.
−Removed: Investments in marketable equity securities of publicly-traded companies and warrants are measured at fair value with subsequent changes in fair value recorded in loss on investments in the consolidated statements of operations and comprehensive loss.
+Added: Investments in marketable equity securities or warrants of publicly-traded companies are measured at fair value with subsequent changes in fair value recorded in loss on investments in the consolidated statements of operations and comprehensive loss.
+Added: Marketable equity securities are classified as non-current on the balance sheet as they are not currently available for sale.
Investments in non-marketable equity securities of privately-held companies and SAFEs, which do not have readily determinable fair values, are carried at cost, less any impairments, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
8 unchanged sentences
Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.
6 unchanged sentences
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
The Company valued its money market fund holdings, notes receivable, marketable equity securities, warrant liabilities and contingent consideration liabilities at fair value on a recurring basis.
1 unchanged sentence
Impairment of Long-Lived Assets
−Removed: The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
−Removed: Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate.
−Removed: If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value.
+Added: The Company reviews its long-lived assets or asset groups for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.
+Added: Recoverability is measured by comparing the carrying value of the long-lived assets to the future undiscounted cash flows expected to be generated by the assets.
+Added: In determining the expected future cash flows, the Company uses assumptions believed to be reasonable, but which inherently uncertain.
+Added: Actual future cash flows may differ from the estimates used in impairment testing.
+Added: The Company recognizes an impairment loss when and to the extent that the estimated fair value of long-lived asset is less than the carrying value.
See Notes 3 , 9 and 10 for a description of impairment losses recorded on long-lived assets.
8 unchanged sentences
The Company amortizes such intangible assets on a straight-line basis over their estimated useful life.
−Removed: The Company reviews intangible assets for impairment whenever events or changes in circumstances have occurred which could indicate that the carrying value of the assets are not recoverable.
−Removed: Recoverability is measured by comparing the carrying value of the intangible assets to the future undiscounted cash flows expected to be generated by the asset.
−Removed: In determining the expected future cash flows, the Company uses assumptions believed to be reasonable, but which are unpredictable and inherently uncertain.
−Removed: Actual future cash flows may differ from the estimates used in impairment testing.
−Removed: The Company recognizes an impairment loss when and to the extent that the estimated fair value of an intangible asset is less than its carrying value.
−Removed: The Company has no t recognized an impairment loss for the years ended December 31, 2023, 2022 and 2021.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: Goodwill represents the excess of acquisition cost over the fair market value of the net assets acquired.
−Removed: Goodwill is tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount may not be recoverable.
−Removed: The Company considers various qualitative factors that could indicate impairment such as macroeconomic conditions, industry and market environment, technological obsolescence, overall financial performance of the Company, cash flow from operating activities and market capitalization.
+Added: Goodwill represented the excess of the acquisition cost over the fair market value of the net assets acquired.
+Added: All goodwill was allocated to the Cell Engineering reporting unit and segment identified in Note 15 .
+Added: The Company considers various qualitative factors that could indicate impairment of goodwill such as macroeconomic conditions, industry and market environment, overall financial performance of the Company, cash flow from operating activities and market capitalization.
If the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment to compare the fair value of the reporting unit to its carrying value, including goodwill.
−Removed: If the carrying value of the reporting unit exceeds the fair value, an impairment loss is recognized.
+Added: If the carrying value of the reporting unit exceeds the fair value, an impairment loss is recognized limited to the total amount of goodwill allocated to that reporting unit.
A combination of the income approach and the market approach may be used to determine fair value of the reporting unit.
−Removed: The Company has no t recognized an impairment loss for the years ended December 31, 2023, 2022 and 2021.
−Removed: A portion of the goodwill balance was eliminated following the deconsolidation of Zymergen (see Notes 3 and 7 ).
−Removed: The Company adopted ASU 2016-02, Leases (Topic 842) (“ASC 842”) on January 1, 2022 using the modified retrospective approach with a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption.
+Added: The Company recorded a full goodwill impairment during the year ended December 31, 2024 (see Note 8 ).
+Added: No impairment losses were recognized during the years ended December 31, 2023, and 2022.
+Added: The Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), (“ASC 842”) on January 1, 2022 using the modified retrospective approach with a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption.
In accordance with ASC 842, the Company determines if an arrangement is or contains a lease at contract inception based on the terms and conditions in the contract.
3 unchanged sentences
Lease ROU assets and liabilities are measured based on the present value of fixed lease payments that are unpaid as of the lease commencement date.
−Removed: The Company’s ROU assets balance is reduced by any initial direct costs and lease incentives received or expected to be received.
−Removed: Some of the Company's leases include options to extend or terminate the lease;
+Added: The Company’s ROU assets balance is increased by any initial direct costs and reduced by lease incentives received or expected to be received.
+Added: Some of the Company's
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: leases include options to extend or terminate the lease;
these options are included in the lease term for calculations of its ROU assets and liabilities when it is reasonably certain that the Company will exercise those options.
10 unchanged sentences
Non-lease components are typically variable in nature and are recognized as lease expense in the period in which they arise.
−Removed: As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments and uses the implicit rate when readily determinable.
+Added: As most of the Company’s leases do not provide an implicit interest rate, the Company uses an incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments and uses the implicit rate when it is readily determinable.
The Company’s incremental borrowing rate is based on management’s estimate of the rate of interest the Company would have to pay to borrow on a fully collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.
1 unchanged sentence
The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”).
−Removed: Under ASC 606, the Company recognizes revenue when the customer obtains control of the promised goods or services at
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.
+Added: Under ASC 606, the Company recognizes revenue when the customer obtains control of the promised goods or services at an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.
To determine revenue recognition for arrangements that are within the scope of ASC 606, the Company performs the following five steps:
1 unchanged sentence
Cell Engineering Revenue
−Removed: The Company generates license and service revenue through the execution of license and collaboration agreements whereby customers obtain license rights to the Company’s proprietary technology and intellectual property for use in the research, development and commercialization of engineered organisms, and derived products.
−Removed: Under these agreements, the Company typically provides research and development services, which includes the provision of a license to the Company’s intellectual property.
+Added: The Company generates Cell Engineering service revenue by providing end-to-end cell engineering solutions and tools to customers.
+Added: Cell engineering solutions offerings consist of the Company's license and collaboration agreements, under which customers obtain rights to the Company’s proprietary technology and intellectual property for use in the research, development and commercialization of engineered organisms and derived products.
+Added: Under these agreements, the Company typically provides research and development services, including granting a license to its intellectual property.
Additionally, the customer obtains license rights to the output of the Company’s services in order to commercialize the resulting output of such services.
Generally, the terms of these agreements provide that the Company receives some combination of:
−Removed: (1) service fees in the form of (i) upfront payments upon consummation of the agreement or other fixed payments, (ii) reimbursement for costs incurred for research and development services and (iii) milestone payments upon the achievement of specified technical criteria, plus (2) downstream value share payments in the form of (i) milestone payments upon the achievement of specified commercial criteria, (ii) royalties on sales of products from or comprising engineered organisms arising from the collaboration or licensing agreement and (iii) royalties related to cost of goods sold reductions realized by customers.
−Removed: The Company’s collaboration and licensing agreements often contain multiple promises, including (i) licenses and assignments of intellectual property and materials and (ii) research and development services, and the Company determines whether each of the promises is a distinct performance obligation based on the nature of each agreement.
−Removed: As the Company is generally performing research and development services that are highly integrated and interrelated to the licenses and assignments of intellectual property and materials, the promises are generally inseparable.
+Added: (1) service fees in the form of (i) upfront payments upon consummation of the contract or other fixed payments, (ii) reimbursement for costs incurred for research and development services and (iii) milestone payments upon the achievement of specified technical criteria, plus (2) downstream value share payments in the form of (i) milestone payments upon the achievement of specified commercial criteria, (ii) royalties on sales of products from or comprising engineered organisms arising from the collaboration or licensing contract and (iii) royalties related to cost of goods sold reductions realized by customers.
+Added: Cell engineering tools, launched in the third quarter of 2024, consist of several service offerings, including Datapoints, an artificial intelligence (AI) model application programming interface (API), and lab automation solutions.
+Added: Datapoints' data generation products provide large, biological datasets for customers to train their AI models, synthesizing and testing the output of customer existing models, and generating datasets for lead selection, hit selection, or a variety of other data science applications.
+Added: The Company's model API provides users with access to both publicly available models and Ginkgo’s
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: own protein sequence large language model (LLM) trained on Ginkgo’s proprietary datasets.
+Added: The Company's lab automation solutions combine modular hardware, control software and managed support to provide customers the ability to automate their own lab workflows in house.
+Added: The amount of revenue recognized from these new Cell Engineering offerings is not significant for the year ended December 31, 2024.
+Added: The Company’s collaboration and licensing agreements often contain multiple promises, including (i) licenses and assignments of intellectual property and materials and (ii) research and development services, and the Company determines whether each of the promises is a distinct performance obligation based on the nature of each contract.
+Added: As the Company is generally performing research and development services that are highly integrated and interrelated to the licenses and assignments of intellectual property and materials, the promises are generally inseparable and therefore not distinct.
As such, the Company typically combines the research and development services, licenses, and assignments into a single performance obligation.
−Removed: However, for certain agreements, the Company only grants licenses or effects such transfers and assignments upon the successful completion of the research and development services or delivery of a developed product.
−Removed: For these agreements, the Company typically considers (i) the research and development services and (ii) the licenses, transfers, and assignments as distinct performance obligations, as each is transferred separately and has a separately identifiable benefit.
−Removed: Options to acquire additional goods and services are evaluated to determine if such options provide a material right to the counterparty that it would not have otherwise received without entering into the contract.
+Added: However, for certain contracts, the Company only grants licenses or effects such transfers and assignments upon the successful completion of the research and development services or delivery of a developed product.
+Added: For these contracts, the Company typically considers (i) the research and development services and (ii) the licenses, transfers, and assignments as distinct performance obligations, as each is transferred separately and has a separately identifiable benefit to the customer.
+Added: Options to acquire additional distinct goods and services are evaluated to determine if such options provide a material right to the customer that it would not have otherwise received without entering into the contract.
If so, the option is accounted for as a separate performance obligation.
−Removed: If not, the option is considered a marketing offer which is accounted for as a separate contract upon the counterparty’s election of the option.
+Added: If not, the option is considered a marketing offer which is accounted for as a separate contract upon the customer’s election of the option.
At contract inception, the Company determines the transaction price, including fixed consideration and any estimated amounts of variable consideration.
−Removed: Any upfront cash payment received upon consummation of the agreement is fixed and generally nonrefundable.
−Removed: Variable consideration is subject to a constraint, and amounts are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
−Removed: Variable consideration may include reimbursement for costs incurred for the Company’s research and development efforts, milestone payments upon the achievement of certain technical and commercial criteria, and royalties on sales of products from or comprising engineered organisms arising from the agreement.
+Added: Any upfront cash payment received upon consummation of the contract is fixed and generally nonrefundable.
+Added: Variable consideration is subject to a constraint, and amounts are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.
+Added: This is attained when the uncertainty associated with the variable consideration is subsequently resolved.
+Added: Variable consideration may include reimbursement for costs incurred for the Company’s research and development efforts, milestone payments upon the achievement of certain technical and/or commercial criteria, and royalties on sales of products from or comprising engineered organisms arising from the contract.
With respect to the research and development reimbursements and milestone payments, the Company uses the most likely amount method to estimate variable consideration.
−Removed: With respect to agreements that include royalties on sales or other contingent payments based on sales, the Company applies the royalty recognition constraint which requires a constraint until the royalty or value-sharing transaction occurs.
−Removed: Certain agreements contain payment in the form of shares of equity securities or other financial instruments that are convertible into equity upon a triggering event.
−Removed: Any non-cash consideration is measured at the estimated fair value of the non-cash consideration at contract inception.
−Removed: For equity securities and financial instruments received that are not actively traded, the Company generally engages a third-party valuation specialist to determine the estimated fair value of the upfront non-cash consideration.
−Removed: The fair value is generally determined based on a recent round of financing or by using a scenario-based valuation model.
−Removed: Significant unobservable inputs are used in the fair value measurements including expectations regarding future financings of the customer, scenario dates and probabilities, expected volatility, discount
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: rates and recovery rates.
−Removed: Changes in these assumptions can materially affect the value of the non-cash consideration at contract inception and, accordingly, the total amount of revenue recognized for the contract.
+Added: Milestone payments are generally not included in the transaction price until the milestone is achieved.
+Added: Certain agreements include payment in the form of equity securities or other financial instruments that convert into equity upon a triggering event.
+Added: Any non-cash consideration is measured at its estimated fair value at contract inception.
+Added: For equity securities and financial instruments that are not actively traded, the estimated fair value is generally determined by referencing a recent financing round or utilizing a scenario-based valuation model.
+Added: Significant unobservable inputs are used in these valuations, including expectations regarding future financings of the customer, scenario dates and probabilities, expected volatility, discount rates, and recovery rates.
+Added: Changes in these assumptions can materially affect the fair value of the non-cash consideration and, consequently, the total revenue recognized for the contract.
+Added: The Company did not have material non-cash consideration included in contracts entered into during 2024, but does continue to recognize non-cash revenue from contracts originating in prior periods.
For agreements with promises that are combined into a single performance obligation, the entire transaction price is allocated to the single performance obligation.
4 unchanged sentences
The key assumptions utilized in determining the standalone selling price for each performance obligation include development timelines, estimated research and development costs, commercial markets, likelihood of exercise (in the case of options considered to be material rights), and probabilities of success.
−Removed: For agreements where the licenses or assignments are considered separate performance obligations or represent the only performance obligation, the Company recognizes revenue at the point in time that the Company effectively grants the license as the licenses or assignments represent functional intellectual property.
−Removed: For agreements where the licenses and the research and development services represent a combined performance obligation, the Company recognizes revenue over the period of performance using a measure of progress based on costs incurred to date as compared to total estimated costs.
+Added: For agreements where licenses or assignments are considered separate performance obligations or represent the only performance obligation, the Company recognizes revenue at the point in time when the license is effectively granted, as the
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: licenses or assignments represent functional intellectual property.
+Added: For agreements where licenses and research and development services are combined into a single performance obligation, the Company recognizes revenue over the performance period using the cost-to-cost method.
+Added: This method measures progress based on the ratio of costs incurred to date to total estimated costs, as it best reflects the transfer of control to the customer for obligations satisfied over time.
The Company evaluates its measure of progress to recognize revenue at each reporting period and, as necessary, adjusts the measure of progress and related revenue recognition.
−Removed: The Company’s measure of progress and revenue recognition involves significant judgment and assumptions, including, but not limited to, estimated costs and timelines to complete its performance obligations.
+Added: The Company’s measure of progress and revenue recognition involves significant judgment and assumptions, including, but not limited to, estimated costs to complete its performance obligations.
The Company evaluates contract modifications and amendments to determine whether any changes should be accounted for prospectively or on a cumulative catch-up basis.
The Company utilizes the right to invoice practical expedient when it has a right to consideration in an amount that corresponds directly with the value of the Company’s performance to date.
−Removed: Royalties are recognized as revenue when sales have occurred as the Company applies the sales or usage-based royalties recognition constraint.
−Removed: The Company has determined the application of this exception is appropriate because the license granted in the agreement is the predominant item to which the royalties relate.
+Added: Royalties are recognized as revenue when (or as) the later of the sales occurrence or the satisfaction (or partial satisfaction) of the related performance obligation.
+Added: The Company has determined that applying this exception is appropriate when the license granted in the contract is the predominant item to which the royalties relate.
As the Company receives upfront payments for technical services under certain of its arrangements, the Company evaluates whether any significant financing components exist given the term over which the fees will be earned may exceed one year.
Based on the nature of the Company’s agreements, there are no significant financing components as the purpose of the upfront payment is not to provide financing, but rather to secure technical services, exclusivity rights, and Foundry capacity, or the timing of transfer of those goods or services is at the discretion of the customer.
−Removed: Deferred revenue represents consideration received by the Company in excess of revenue recognized and primarily results from transactions where the Company receives upfront payments and non-cash equity consideration.
+Added: Deferred revenue represents consideration received by the Company in excess of revenue recognized and primarily results from transactions where the Company receives upfront cash payments or non-cash equity consideration.
In instances where the Company has received consideration in advance for an undefined number of technical development plans (“TDPs”) under its customer agreements, the Company records the advance payments as deferred revenue, net of current portion on the consolidated balance sheet.
3 unchanged sentences
All other deferred revenue is classified as current or non-current based on the timing of when the Company expects to earn the underlying revenue based upon the projected progress of activities under the TDP.
+Added: As of December 31, 2024 any costs to obtain contracts with customers were immaterial.
Biosecurity Revenue
−Removed: The Company has generated Biosecurity revenue through its commercial pathogen testing, sequencing, and analysis services provided to governments and other organizations.
−Removed: Service revenue also consists of biomonitoring and bioinformatic support services.
−Removed: The Company recognizes product and service revenue using the five-step model under ASC 606.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: Before the fourth quarter of 2023, product revenue consisted of sales of lateral flow assay (“LFA”) diagnostic test kits, polymerase chain reaction (“PCR”) sample collection kits, and pooled test kits, which the Company sold to customers on a standalone basis.
−Removed: Product revenue was billed and recognized when the test kits were shipped, and risk of loss is transferred to the carrier.
+Added: The Company generates Biosecurity revenue through its biomonitoring and bioinformatics services provided to both government and non-government customers through the Company's two core offerings:
+Added: Canopy and Horizon.
+Added: Prior to 2024, product revenue consisted of sales of lateral flow assay (“LFA”) diagnostic test kits, polymerase chain reaction (“PCR”) sample collection kits, and pooled test kits, which the Company sold to customers on a standalone basis.
+Added: Product revenue was billed and recognized when the test kits were shipped, and risk of loss was transferred to the carrier.
The Company’s test kits were generally not subject to a customer right of return except for product recalls under the rules and regulations of the U.S.
Food and Drug Administration (“FDA”).
−Removed: The Company elected to include shipping and handling fees billed to customers as a component of Biosecurity revenue.
−Removed: Service revenue generally consists of multiple promised goods and services including, but not limited to, sample collection, sample storage and transportation, outsourced laboratory analysis, access to results reported through a web-based portal, analytical reporting of results, and overall program management.
−Removed: Service revenue is generally recognized ratably over time as the related services are performed, which depicts the pattern of transfer to the customer.
+Added: The Company included shipping and handling fees billed to customers as a component of Biosecurity revenue.
+Added: Biosecurity service revenue generally consists of various biomonitoring and bioinformatics services including, but not limited to, sample collection, sample storage and transportation, outsourced laboratory analysis, access to results reported through a web-based portal, analytical reporting of results, and overall program management.
+Added: The various services are generally combined into one performance obligation as they are either not distinct or have substantially the same pattern of transfer to the customer.
+Added: Service revenue is generally recognized over time using the time elapsed method as the related services are performed, which best depicts the pattern of transfer to the customer.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
The Company’s contracts with customers are generally two years or less in length and contain a fixed amount of consideration.
Under typical payment terms for testing services, amounts are billed monthly in arrears for services performed or in advance based on contractual billing terms.
−Removed: Options to acquire additional goods and services are evaluated to determine whether they provide the counterparty with a material right that it would not have otherwise received without entering into the contract.
+Added: Options to acquire additional services are evaluated to determine whether they provide the customer with a material right that it would not have otherwise received without entering into the contract.
If so, the option is accounted for as a separate performance obligation.
−Removed: If not, the option is considered a marketing offer, and upon the counterparty's election of the option, it is accounted for as a separate contract.
+Added: If not, the option is considered a marketing offer, and upon the customer's election of the option, it is accounted for as a separate contract.
Cost of Biosecurity Revenue
−Removed: The cost of Biosecurity service revenue consists of costs related to the Company's end-to-end pathogen testing, sequencing, and analysis services.
−Removed: This includes costs incurred for sample collection equipment and materials, outsourced laboratory analysis, access to results reported through a proprietary web-based portal, and reporting of results to public authorities.
+Added: The cost of Biosecurity service revenue consists of costs related to the Company's biomonitoring and bioinformatics services.
+Added: This includes costs incurred for sample collection equipment, services and materials, outsourced laboratory analysis, access to results reported through a proprietary web-based portal, and reporting of results to public authorities.
Additionally, the cost of Biosecurity service revenue includes direct labor cost associated with bioinformatics, lab network management, delivery logistics, and customer support.
−Removed: Before the fourth quarter of 2023, cost of Biosecurity product revenue consisted of costs associated with the sale of diagnostic and sample collection test kits, which included costs incurred to purchase test kits from third parties.
+Added: Prior to 2024, cost of Biosecurity product revenue consisted of costs associated with the sale of diagnostic and sample collection test kits, which included costs incurred to purchase test kits from third parties.
+Added: Cost of Other Revenue
+Added: Cost of other revenue consists of costs related to the Company's Cell Engineering tools offerings, including Datapoints and lab automation solutions.
+Added: Such costs primarily include hardware, software, materials and labor.
+Added: Costs related to the Company’s end-to-end cell engineering solutions offering are included in research and development expenses.
Research and Development Costs
11 unchanged sentences
The Company recognizes forfeitures as they occur.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: The Company estimates the grant date fair value of stock options using the Black-Scholes option-pricing model.
−Removed: The Black-Scholes option-pricing model requires the input of subjective assumptions, including expected term, expected volatility, risk-free interest rate and expected dividend yield.
+Added: The Company estimates the grant date fair value of stock options using the Black-Scholes option-pricing model, inclusive of assumptions for expected term, expected volatility, risk-free interest rate and expected dividend yield.
The expected term is determined using the “simplified” method, which estimates the expected term as the average of the vesting term plus the contractual term.
The Company uses the “simplified” method as it does not have sufficient historical data regarding employee exercise behavior.
−Removed: Expected volatility is based on the historical volatility of the stock prices of similar publicly traded peer companies.
+Added: Expected volatility is based on the historical volatility of the Company's Class A common stock.
The risk-free interest rate is based on the yield available on U.S.
−Removed: Treasury zero-coupon issues similar in duration to the expected term of the stock options.
+Added: Treasury zero-coupon issues similar in duration to
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: the expected term of the stock options.
The Company has not paid, and does not expect to pay, dividends in the foreseeable future.
−Removed: For awards with market conditions, the Company recognizes stock-based compensation based on the estimated grant date fair value of the awards determined using a Monte Carlo simulation model, which incorporates various assumptions including expected stock price volatility, risk-free interest rates, expected term, and expected dividend yield.
−Removed: The Company estimates volatility using a weighted average of its own historical volatility and the historical volatility of selected comparable publicly-traded companies due to the limited time period of historical market data for the Company's Class A common stock.
−Removed: The risk-free interest rate is based on the yield available on U.S.
−Removed: Treasury zero-coupon issues similar in duration to the expected term of the awards.
−Removed: The expected term is equal to the contractual term and a dividend yield of zero is assumed.
+Added: For awards with market conditions, the Company recognizes stock-based compensation based on the estimated grant-date fair value of the awards, determined using a Monte Carlo simulation model.
+Added: This model incorporates assumptions for expected stock price volatility, risk-free interest rates, expected term, and expected dividend yield.
+Added: Volatility is estimated using either the historical volatility of the Company’s Class A common stock or a weighted average of its own historical volatility and the historical volatility of selected comparable publicly traded companies, particularly for awards granted when there was limited trading history for the Company’s Class A common stock.
+Added: The risk-free interest rate is derived from the yield on U.S.
+Added: Treasury zero-coupon securities with a duration similar to the expected term of the awards.
+Added: The expected term equals the contractual term, and a dividend yield of zero is assumed.
The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns.
6 unchanged sentences
The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes.
−Removed: As of December 31, 2023 and 2022, the Company did no t have any uncertain tax positions and no accrued interest or penalties related to uncertain tax positions.
+Added: As of December 31, 2024 and 2023, the Company did no t have any uncertain tax positions.
The Company does not expect a material change in unrecognized tax benefits in the next twelve months.
3 unchanged sentences
Net Loss per Share
−Removed: The Company follows the two-class method when computing net loss per share attributable to Ginkgo Bioworks Holdings, Inc.
−Removed: common stockholders as the Company has issued shares that meet the definition of participating securities.
−Removed: The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings.
−Removed: The two-class method requires earnings for the period to be allocated between common and participating securities based upon their respective rights to share in the earnings as if all earnings for the period had been distributed.
−Removed: During periods of loss, there is no allocation required under the two-class method since the participating securities do not have a contractual obligation to fund the losses of the Company.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: Basic net loss per share is computed by dividing the net loss attributable to Ginkgo Bioworks Holdings, Inc.
+Added: The Company computes basic net loss per share by dividing the net loss attributable to Ginkgo Bioworks Holdings, Inc.
common stockholders by the weighted average number of common shares outstanding during the period.
+Added: For the purposes of the net loss per share calculation, the Company has combined Class A common stock, Class B common stock, and Class C common stock, as all classes of common stock are legally entitled to equal per-share distributions, whether through dividends or liquidation.
Diluted net loss per share is computed using the weighted average number of common shares outstanding during the period, increased to include the effect of dilutive potential common shares, such as outstanding stock options, unvested restricted stock awards, unvested restricted stock units, warrants, and contingently issued shares.
−Removed: Dilutive securities are excluded from the calculation of diluted weighted average common shares outstanding if their effect would be anti-dilutive based on the treasury stock method.
+Added: Dilutive securities are excluded from the calculation of diluted weighted average common shares outstanding if their effect would be anti-dilutive under the treasury stock method.
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
−Removed: In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326):
−Removed: Troubled Debt Restructurings and Vintage Disclosures .
−Removed: The amendments in this ASU eliminate the accounting guidance for troubled debt restructurings (“TDRs”) by creditors while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty.
−Removed: Specifically, rather than applying the recognition and measurement guidance for TDRs, an entity must evaluate whether a modification results in a new loan or a continuation of an existing loan.
−Removed: The Company adopted ASU 2022-02 on January 1, 2023.
−Removed: The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements and related disclosures.
−Removed: Recently Issued Accounting Pronouncements
−Removed: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), which focuses on improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.
−Removed: The amendments in this ASU require that public business entities on an annual basis (1) disclose specific categories in the tabular rate reconciliation, using both percentages and reporting currency amounts, and (2) provide additional information for reconciling items that meet a quantitative threshold.
−Removed: In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.
−Removed: The amendments in this ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted.
−Removed: The amendments should be applied on a prospective basis, with retrospective application permitted.
−Removed: The Company is currently evaluating the impact that this ASU will have on its disclosures in the consolidated financial statements.
−Removed: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) .
+Added: In November 2023, the FASB issued ASU No.
+Added: 2023-07, Segment Reporting (Topic 280) .
This standard requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, as well as other segment items and a description of its components.
1 unchanged sentence
The ASU does not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.
−Removed: The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
+Added: The Company adopted the standard on January 1, 2024.
+Added: The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures.
+Added: In June 2022, the FASB issued ASU No.
+Added: 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions .
+Added: This standard clarifies that contractual restrictions on the sale of an equity security are not considered part of the unit of account for the equity security and, therefore, are not factored into the measurement of fair value.
+Added: It also introduced new disclosure requirements for equity securities subject to such contractual sale restrictions.
+Added: The Company adopted this standard on January 1, 2024.
+Added: The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures.
+Added: Recently Issued Accounting Pronouncements
+Added: In November 2024, the FASB issued ASU No.
+Added: 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses.
+Added: This ASU requires public business entities to disaggregate, on both an interim and annual basis, each relevant expense caption presented on the face of the income statement into specific expense categories.
+Added: Additionally, entities are required to provide a qualitative description of amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as disclosure of the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses.
+Added: The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
Early adoption is permitted.
The Company is currently evaluating the impact that this ASU will have on its disclosures in the consolidated financial statements.
−Removed: In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions .
−Removed: This standard clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security, and therefore is not considered in measuring fair value.
−Removed: It also introduces required disclosures for equity securities subject to contractual sale restrictions.
−Removed: This standard becomes effective for the Company on January 1, 2024, with early adoption permitted.
−Removed: The Company does not expect the adoption of the ASU to have a material impact on the Company’s consolidated financial statements and related disclosures.
+Added: In December 2023, the FASB issued ASU No.
+Added: 2023-09, Income Taxes (Topic 740), which focuses on improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.
+Added: The amendments in this ASU require that public business entities on an annual basis (1) disclose specific categories in the tabular rate reconciliation, using both percentages and reporting currency amounts, and (2) provide additional information for reconciling items that meet a quantitative threshold.
+Added: In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.
+Added: The amendments in this ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted.
+Added: The amendments should be applied on a prospective basis, with retrospective application permitted.
+Added: The Company is currently evaluating the impact that this ASU will have on its disclosures in the consolidated financial statements.
+Added: Restructuring
+Added: In the second quarter of 2024, in connection with the Company’s plans to reduce operational expenditures, management, with the approval of the Board of Directors, approved and commenced a restructuring plan.
+Added: This plan includes a reduction in labor expenses, primarily through a workforce reduction of more than 40 %, and the consolidation and subleasing of certain facilities.
+Added: Initial workforce reductions commenced in June 2024 and continued throughout 2024, with further reductions expected in 2025.
+Added: All workforce reductions are expected to be substantially completed in 2025, subject to compliance with applicable laws.
+Added: The Company plans to consolidate certain facilities through various actions, including combining office and laboratory operations into fewer locations, subleasing unused or underutilized facilities, and has taken or plans to take other related measures, such as the sale of its subsidiary, Altar, in the third quarter of 2024 (see Note 4 ).
+Added: While the Company aims to complete the majority of its facility consolidation actions in 2025, the actual timing may vary, especially for subleasing unused or underutilized facilities, which may extend beyond 2025 or may not occur prior to termination of such lease, depending on market conditions.
+Added: Additionally, restructuring expenses related to potential asset impairments or contract amendments or terminations for any facilities no longer in use or underutilized could be material.
+Added: The costs for the reduction in force are expected to range from $ 20.0 million to $ 23.0 million primarily in the Cell Engineering segment and consist of cash severance and related costs.
+Added: The employee termination costs are recognized as of the communication date to employees, given (i) the Company instituted a one-time employee termination benefit related to its restructuring, and (ii) the employees will not be retained to render service beyond a minimum retention period.
+Added: The Company is currently unable to estimate the costs associated with consolidating its facilities.
+Added: These costs may include, but
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: are not limited to, losses on subleases, contract terminations, asset impairments, sale or disposal of equipment or other long-lived assets, and related costs and fees pertaining to the consolidation, closure, or disposition of facilities.
+Added: Additional charges may be incurred as the Company progresses its restructuring plan and such charges could be material.
+Added: The following table presents restructuring costs incurred during the year ended December 31, 2024, which are recorded as “Restructuring charges” in the consolidated statements of operations and comprehensive loss (in thousands):
+Added: Year Ended December 31, 2024
+Added: Employee termination costs and other $ 19,349
+Added: Impairment of right-of-use asset (1) 4,823
+Added: Total restructuring $ 24,172
+Added: ( 1) Relates to the sublease of a facility in connection with the restructuring and reflects the excess of the right-of-use asset's carrying value over its fair value, which was determined based on estimates of future discounted cash flows and is classified as Level 3 in the fair value hierarchy.
+Added: Additionally, the Company recorded a $ 7.0 million loss on the sale and deconsolidation of Altar as a component of other income (expense) in the consolidated statements of operations and comprehensive loss for year ended December 31, 2024.
+Added: The following table presents the change in the accrued liability balance related to the restructuring activities, which is included in “Accounts payable” and “Accrued expenses and other current liabilities” in the accompanying consolidated balance sheet as of December 31, 2024 (in thousands):
+Added: Employee Termination Costs and Other
+Added: Expenses incurred $ 19,349
+Added: Cash payments ( 16,495 )
+Added: Liability balance at December 31, 2024 $ 2,854
Acquisitions and Divestitures
−Removed: Fiscal 2022 Acquisitions
−Removed: On October 19, 2022 (the “Zymergen Closing Date”), the Company acquired all of the outstanding equity of Zymergen Inc.
−Removed: (“Zymergen”), a company that specializes in integrating computational and manufacturing technologies to design,
+Added: 2024 AgBiome Acquisition
+Added: On April 10, 2024, the Company acquired certain platform assets, including fully sequenced and isolated strains, unique gene sequences, relevant functional data and metadata, and a development pipeline from AgBiome, Inc.
+Added: (“AgBiome”), a biotechnology company in the agriculture industry.
+Added: These assets expand the Company’s proprietary unified metagenomics database.
+Added: The fair value of the consideration transferred totaled $ 18.2 million and was paid with the issuance of 407,240 shares of Ginkgo's Class A common stock.
+Added: The Company accounted for the transaction as an asset acquisition since substantially all of the value received was concentrated in the acquired developed technology, which is being amortized over a useful life of three years .
+Added: 2024 Other Asset Acquisitions
+Added: The Company completed three other asset acquisitions during the year ended December 31, 2024.
+Added: The aggregate purchase price for the three acquisitions was $ 19.8 million and was paid with the issuance of 394,799 shares of Ginkgo's Class A common stock.
+Added: Each transaction was accounted for as an asset acquisition as the acquired assets, consisting primarily of intellectual property rights, did not meet the definition of a business.
+Added: The assets acquired represent in-process research and development with no alternative future use.
+Added: Accordingly, the Company recorded $ 19.8 million as acquired in-process research and development expense in the accompanying consolidated statements of operations and comprehensive loss for the year ended December 31, 2024.
+Added: 2023 StrideBio Acquisition
+Added: On April 5, 2023, the Company entered into an Asset Purchase Agreement (“APA”) with StrideBio, Inc.
+Added: (“StrideBio”) to acquire StrideBio's adeno-associated virus capsid discovery and engineering platform assets, with a secondary closing contingent upon the transfer of certain additional in-license agreements to Ginkgo.
+Added: The secondary closing was finalized in October 2023.
+Added: The Company accounted for the transaction as an asset acquisition as substantially all of the fair value of the
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: develop, and commercialize bio-based breakthrough products in a broad range of industries (the “Zymergen Acquisition”).
+Added: assets acquired was concentrated in a single identifiable asset.
+Added: The fair value of the consideration transferred totaled $ 7.6 million and consisted of 119,278 shares of Ginkgo's Class A common stock valued at $ 6.8 million and a $ 0.8 million contingent holdback, all of which was expensed as in-process research and development during the year ended December 31, 2023.
+Added: The APA, as amended, also provides for royalty payments of up to $ 21.3 million as described in Note 11 .
+Added: 2022 Zymergen Acquisition
+Added: On October 19, 2022 (the “Zymergen Closing Date”), the Company acquired all of the outstanding equity of Zymergen Inc.
+Added: (“Zymergen”), a former company that specialized in integrating computational and manufacturing technologies to design, develop, and commercialize bio-based products across a broad range of industries (the “Zymergen Acquisition”).
Under the merger agreement (“Agreement and Plan of Merger”), on the Zymergen Closing Date, each share of Zymergen common stock that was issued and outstanding as of immediately prior to the effective time was automatically cancelled, extinguished and converted into the right to receive 0.0229 shares of the Company’s Class A common stock and cash in lieu of any fractional shares.
4 unchanged sentences
Total Zymergen purchase price consideration $ 231,750
−Removed: (1) As consideration for the Zymergen Acquisition, the Company delivered to Zymergen stockholders 99.4 million shares of its Class A common stock, of which approximately 96.9 million represents consideration transferred for the Zymergen Acquisition under ASC 805.
+Added: (1) As consideration for the Zymergen Acquisition, the Company delivered to Zymergen stockholders 2,485,573 shares of its Class A common stock, of which approximately 2,421,490 represents consideration transferred for the Zymergen Acquisition under ASC 805.
The fair value of the Company’s Class A common stock issued as consideration transferred was determined based on $ 97.60 per share, which was the closing price of the Company’s Class A common stock on the Zymergen Closing Date.
1 unchanged sentence
(2) Represents the fair value of the replacement Ginkgo RSUs and Ginkgo Class A common stock issued under the Zymergen RIFs attributable to pre-combination services.
−Removed: The remaining portion of the fair value is associated with future service and will be recognized as stock-based compensation expense in the period subsequent to the Zymergen Acquisition over the remaining service period.
+Added: The remaining portion of the fair value is associated with future service and was recognized as stock-based compensation expense in the period subsequent to the Zymergen Acquisition over the remaining service period.
(3) Represents cash bonuses payable to Zymergen employees in accordance with Zymergen severance and retention plans at the Zymergen Closing Date.
3 unchanged sentences
During 2023, as a result of updated information about facts and circumstances that existed at the acquisition date regarding the collectability of an acquired accounts receivable balance and accrued expenses under a collaboration agreement, the Company recorded a measurement period adjustment to the estimated fair values initially recorded as of October 19, 2022, which resulted in a decrease to goodwill of $ 2.2 million, an increase to accounts receivable of $ 1.8 million, and a decrease to accrued expenses and other current liabilities of $ 0.4 million.
−Removed: Goodwill is primarily attributed to Zymergen’s assembled workforce and the expected synergies from combining operations and has been assigned to the Cell Engineering segment.
−Removed: Goodwill is not expected to be deductible for tax purposes
+Added: Goodwill was primarily attributed to Zymergen’s assembled workforce and the expected synergies from combining operations and was assigned to the Cell Engineering segment.
+Added: Goodwill is not tax deductible.
Ginkgo Bioworks Holdings, Inc.
39 unchanged sentences
The Company’s revenue and net loss for the year ended December 31, 2022 included $ 2.2 million and $ 26.0 million, respectively, from Zymergen since the Zymergen Closing Date.
−Removed: The Company incurred transaction and integration costs of $ 11.9 million during fiscal year 2022, which were included in general and administrative expenses, inclusive of a success fee which was partly paid in 0.3 million shares of Ginkgo Class A common stock.
+Added: The Company incurred transaction and integration costs of $ 11.9 million during fiscal year 2022, which were included in general and administrative expenses, inclusive of a success fee which was partly paid in 8,182 shares of Ginkgo Class A common stock.
Additionally, the Company incurred $ 1.7 million of equity issuance costs during fiscal year 2022, which were included in additional paid-in capital in the consolidated balance sheet.
−Removed: Supplemental Pro Forma Information (unaudited)
−Removed: The following supplemental pro forma financial information presents the combined results of operations of the Company and Zymergen as if the acquisition had occurred on January 1, 2021.
−Removed: The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the operating results that would have been realized if the Zymergen Acquisition had been completed on January 1, 2021, or of future operating results.
−Removed: The pro forma financial information reflects pro forma adjustments to give effect to certain events the Company believes to be directly attributable to the Zymergen Acquisition, including depreciation and amortization expense related to acquired tangible and intangible assets, acquisition-related costs, stock-based compensation expense, retention and severance bonuses, and adjustments to align inventory and leasing accounting policies.
−Removed: Year Ended December 31,
−Removed: (in thousands) 2022 2021
−Removed: Total revenue $ 489,670 $ 330,580
−Removed: Net loss $ ( 2,366,005 ) $ ( 2,235,586 )
2023 Zymergen Bankruptcy and Deconsolidation
6 unchanged sentences
Bankruptcy Code to acquire exclusive rights to substantially all of Zymergen’s intellectual property assets and certain other assets.
−Removed: The Company’s bid included a $ 6.2 million cash component and the potential assumption of a facility lease (previously included in the Company's consolidated financial statements prior to Zymergen's deconsolidation discussed below) with a remaining minimum commitment of $ 37.4 million and a remaining lease term of approximately 9 years.
−Removed: The Company’s bid also included an undertaking by the Company to offer employment to 91 of Zymergen’s employees (provided such employees remain employed by Zymergen at the closing of the transactions contemplated by the Zymergen APA) whereby the Company would assume any post-closing employment obligations and maintain salary and certain employee benefits levels for a one-year period.
+Added: The Company’s bid included a $ 6.2 million cash component, assumption of a facility lease (previously included in the Company's consolidated financial statements prior to Zymergen's deconsolidation discussed below), and acquiring Zymergen's workforce.
On December 14, 2023, Zymergen concluded its auction.
On December 21, 2023, the Bankruptcy Court approved the sale of substantially all of Zymergen’s assets to the Company through certain of the Company's affiliates as contemplated by the Zymergen APA.
−Removed: While as of December 31, 2023, Zymergen remained a wholly-owned subsidiary of the Company, as a result of the bankruptcy proceedings, the Company no longer had a controlling financial interest over Zymergen as defined under ASC 810, Consolidation , and therefore has deconsolidated Zymergen’s financial position as of October 2, 2023.
+Added: While as of December 31, 2023, Zymergen remained a wholly-owned subsidiary of the Company, as a result of the bankruptcy proceedings, the Company no longer had a controlling financial interest over Zymergen as defined under ASC 810, Consolidation , and therefore deconsolidated Zymergen’s financial position as of October 2, 2023.
The deconsolidation included the derecognition of the carrying amounts of Zymergen’s consolidated assets and liabilities that were previously included in the Company’s consolidated financial statements.
Upon deconsolidation, the Company recorded a loss of $ 42.5 million, representing the remaining net book value of the Company’s investment that was reduced to a fair value of zero .
−Removed: Subsequent to the deconsolidation, the Company accounts for its investment in Zymergen using the cost method of accounting, which is recorded at zero in the Company’s consolidated balance sheet as of December 31,
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
+Added: Subsequent to the deconsolidation, the Company accounted for its investment in Zymergen using the cost method of accounting, which was recorded at zero in the Company’s consolidated balance sheet as of December 31, 2023.
Zymergen’s results of operations were removed from the Company’s consolidated statements of operations and comprehensive loss beginning October 3, 2023.
2 unchanged sentences
The amounts presented are before the elimination of intercompany balances.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
October 2, 2023
19 unchanged sentences
Net assets deconsolidated $ 42,492
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
The following table presents Zymergen’s results of operations for the periods presented, included in the Company's consolidated statements of operations and comprehensive loss prior to the elimination of intercompany balances.
10 unchanged sentences
The employee leasing charges were considered intercompany transactions and were eliminated in the Company's consolidated financial statements.
−Removed: As of the deconsolidation date, the employee leasing charges are now considered related party transactions and have been recognized in the Company's consolidated financial statements.
−Removed: Employee lease expense totaled $ 4.9 million for the period from October 3, 2023 to December 31, 2023.
−Removed: The Company had $ 1.7 million due to Zymergen as of December 31, 2023 included in accrued expenses and other current liabilities on the balance sheet.
+Added: As of the deconsolidation date, the employee leasing charges were considered related party transactions and have been recognized in the Company's consolidated financial statements.
+Added: Employee lease expense totaled $ 4.9 million for the period from October 3, 2023 to December 31, 2023, and was immaterial during fiscal 2024.
+Added: The Company had
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: $ 1.7 million due to Zymergen as of December 31, 2023, included in accrued expenses and other current liabilities on the balance sheet.
+Added: This amount was subsequently paid in fiscal 2024.
+Added: 2024 Zymergen Acquisition
+Added: On January 18, 2024, the Company, through certain of its affiliates, completed its acquisition of substantially all of Zymergen’s assets under the Zymergen APA, including offering employment to 91 of Zymergen’s employees.
+Added: On February 5, 2024, Zymergen’s plan of liquidation was confirmed by the Bankruptcy Court.
+Added: All of the Company’s interests in the Zymergen entities were extinguished and terminated as of February 23, 2024.
+Added: The acquisition under the Zymergen APA was accounted for as a business combination in accordance with ASC 805 and was not material to the Company's consolidated financial statements.
+Added: The total cash purchase price was $ 6.2 million, with $ 5.4 million paid at closing and $ 0.8 million released from escrow.
+Added: The allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date primarily includes $ 19.9 million of operating lease right-of-use assets, $ 6.0 million of property and equipment, and $ 19.9 million of operating lease liabilities.
+Added: No goodwill or intangible assets were recognized.
+Added: Transaction costs associated with the Zymergen APA were not material for the year ended December 31, 2024.
2022 Bayer Acquisition and Joint Venture Dissolution
3 unchanged sentences
The JV Termination Agreement initiated the dissolution of Joyn Bio, LLC (“Joyn Bio”), the joint venture created by Ginkgo and Bayer in 2017, and provided for the disbursement of contributed intellectual property back to the respective owners, the disbursement of joint ownership of certain intellectual property rights created by Joyn Bio, including with respect to Joyn Bio’s nitrogen fixation technology to each party, the disbursement of property and equipment as agreed to by the parties, the assumption by Ginkgo of Joyn Bio's two real estate leases and the transfer of certain employees to Ginkgo.
−Removed: Under the Bayer TDA, (i) Ginkgo will grant Bayer exclusive licenses to Ginkgo’s joint ownership right, title and interest to Joyn Bio’s nitrogen fixation intellectual property, (ii) for a three-year period, the parties will research, develop and produce microbial strains and related processes to enable the research, development, production, manufacturing and commercialization of Bayer products in agriculture as part of cell programs pursuant to TDPs agreed to by the parties, including one targeted to nitrogen fixation and (iii) for a three-year period, Ginkgo will provide certain non-cell-engineering services to Bayer related to product support as described in statements of work agreed to by the parties.
+Added: Under the Bayer TDA, (i) Ginkgo granted Bayer exclusive licenses to Ginkgo’s joint ownership right, title and interest to Joyn Bio’s nitrogen fixation intellectual property, (ii) for a three-year period, the parties will research, develop and produce microbial strains and related processes to enable the research, development, production, manufacturing and commercialization of Bayer products in agriculture as part of cell programs pursuant to TDPs agreed to by the parties, including one targeted to nitrogen fixation and (iii) for a three-year period, Ginkgo will provide certain non-cell-engineering services to Bayer related to product support as described in statements of work agreed to by the parties.
In consideration for all programs, services and related licenses, Ginkgo will receive $ 90.0 million in equal quarterly installments over the three-year term plus royalties on worldwide net sales of certain Bayer products developed under the Bayer TDA.
The APA, JV Termination Agreement and Bayer TDA were accounted for as a single transaction as they were entered into at the same time and in contemplation of one another, the occurrence of each agreement was dependent on the occurrence of the other agreements, and the work performed under the Bayer TDA will utilize the tangible assets acquired from Bayer under the APA and the IP distributed to Ginkgo under the JV Termination Agreement.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
The assets acquired under the APA and JV Termination Agreement meet the definition of a business and were accounted for under ASC 805.
5 unchanged sentences
Total purchase consideration $ 103,944
−Removed: Prior to the completion of the business combination, the Company, through its majority-owned holding company Cooksonia, LLC (“Cooksonia”), held a 50 % equity interest in Joyn Bio that was accounted for as an equity method investment.
−Removed: The Company remeasured its 50 % equity interest in Joyn Bio at fair value as of the acquisition date and recorded a gain of $ 14.0 million equal to the difference between the carrying value of its equity method investment in Joyn Bio of zero and the fair value of $ 14.0 million on the acquisition date.
+Added: Prior to the completion of the business combination, the Company, through its then majority-owned holding company Cooksonia, LLC (“Cooksonia”), held a 50 % equity interest in Joyn Bio that was accounted for as an equity method investment.
+Added: The Company remeasured its 50 % equity interest in Joyn Bio at fair value as of the acquisition date and recorded a gain of $ 14.0 million equal to the difference between the carrying value of its equity method investment in Joyn
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: Bio of zero and the fair value of $ 14.0 million on the acquisition date.
The gain is included within loss on equity method investments in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022.
2 unchanged sentences
The carrying value of the notes prior to the acquisition was $ 4.8 million due to losses attributable to the equity method investment being allocated to the notes receivable as a result of the equity method investment being reduced to zero during the year ended December 31, 2022.
−Removed: The Company recorded a gain on the notes receivable of $ 5.3 million within other income (expense), net in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022 for the excess of the $ 10.1 million outstanding principal and accrued interest over their carrying value of the notes.
+Added: The Company recorded a gain on the notes receivable of $ 5.3 million within other income, net in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022 for the excess of the $ 10.1 million outstanding principal and accrued interest over their carrying value of the notes.
The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date (in thousands):
12 unchanged sentences
Goodwill primarily reflects the value of future programs expected to arise after the acquisition and the assembled workforce.
−Removed: Goodwill is not expected to be deductible for tax purposes.
+Added: Goodwill is not tax deductible.
The Company incurred $ 0.2 million and $ 3.0 million in costs associated with the winding up and dissolution of Joyn Bio during the years ended December 31, 2023 and 2022, respectively, which were recorded within operating expenses.
Dissolution costs are shared equally between Ginkgo and Bayer.
−Removed: The joint venture was fully dissolved in the third quarter of 2023.
+Added: The joint venture was fully dissolved in 2023.
The Company incurred transaction and integration costs of $ 12.0 million during the year ended December 31, 2022 related to the business combination, which were included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.
1 unchanged sentence
Operating results of the acquired business have been included in the consolidated statements of operations and comprehensive loss since the date of acquisition and were not material to the Company’s results of operations for the year ended December 31, 2022.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: On October 3, 2022, the Company acquired all of the outstanding shares of capital stock of Altar SAS (“Altar”), a French biotechnology company with a proprietary adaptive evolution platform.
−Removed: A fleet of Altar's automated adaptive laboratory evolution instruments will be integrated into Ginkgo's Foundry to serve customers across various industries.
+Added: 2022 Altar Acquisition and 2024 Divestiture
+Added: On October 3, 2022, the Company acquired all outstanding shares of capital stock of Altar SAS (“Altar”), a French biotechnology company with a proprietary adaptive evolution platform.
+Added: Altar's fleet of automated adaptive laboratory evolution instruments was integrated into Ginkgo's Foundry to serve customers across various industries.
The total purchase consideration was $ 12.0 million and consisted of $ 2.8 million in cash, $ 1.4 million in restricted shares of Ginkgo Class A common stock subject to forfeiture if certain vesting conditions are not met, $ 5.6 million in unrestricted shares of Ginkgo Class A common stock, $ 1.6 million in contingent consideration and $ 0.6 million in assumed liabilities.
4 unchanged sentences
Pro forma information has not been presented because it is not material to the financial statements.
−Removed: Altar's results of operations have been included in the consolidated statements of operations and comprehensive loss since the date of acquisition and were not material to the Company’s results of operations for the year ended December 31, 2022.
+Added: Altar's results of operations have been included in the consolidated statements of operations and
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: comprehensive loss since the date of acquisition and were not material to the Company’s results of operations for the year ended December 31, 2022.
+Added: On September 30, 2024, the Company sold the equity interests of Altar for a nominal amount.
+Added: As a result of the sale, the Company deconsolidated all of Altar's assets and liabilities from its consolidated financial statements effective September 30, 2024, and recognized a loss on deconsolidation of $ 7.0 million in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2024.
+Added: The loss on deconsolidation includes a $ 1.5 million reclassification of accumulated currency translation adjustments to earnings.
+Added: The sale did not meet the criteria to be reported as a discontinued operation.
+Added: 2022 FGen Acquisition
On April 1, 2022, the Company acquired all of the outstanding equity interests of FGen AG (“FGen”), a company organized under the laws of Switzerland that specializes in strain development and optimization.
−Removed: FGen has developed an ultra-high-throughput screening platform built on nanoliter reactor technology which the Company believes will enhance its cell screening capabilities and potentially increase the likelihood of finding enzymes, pathways, and strains or cell lines that perform to diverse cell program specifications.
+Added: FGen has developed an ultra-high-throughput screening platform built on nanoliter reactor technology which the Company believed would enhance its cell screening capabilities and potentially increase the likelihood of finding enzymes, pathways, and strains or cell lines that perform to diverse cell program specifications.
The Company accounted for the transaction as a business combination under ASC 805.
7 unchanged sentences
Total FGen consideration $ 29,321
−Removed: The Company issued 5.7 million shares of its Class A common stock on the acquisition date comprised of 4.0 million unrestricted shares valued at $ 17.0 million based on the closing market price of $ 4.20 per share and 1.7 million restricted shares classified as contingent consideration and subject to vesting conditions.
+Added: The Company issued 143,749 shares of its Class A common stock on the acquisition date comprised of 101,278 unrestricted shares valued at $ 17.0 million based on the closing market price of $ 168.00 per share and 42,471 restricted shares classified as contingent consideration and subject to vesting conditions.
The contingent consideration in the form of restricted stock was valued at $ 3.8 million as of the acquisition date based on management’s estimate of the number of shares expected to vest and the closing market price of $ 168.00 .
The restricted shares were issued in three tranches with separate vesting conditions.
−Removed: Tranches 1 and 2 vest based on the price difference between the 15-day volume weighted average price (“VWAP”) of Ginkgo’s Class A common stock calculated on the date immediately prior to closing and the 15-day VWAP calculated on the date immediately prior to Ginkgo’s filing of the registration statement to register the unrestricted shares.
−Removed: The contingency was resolved on April 4, 2022 when the Company filed its Form S-1 registration statement and a total of 0.5 million shares vested and 0.6 million shares were forfeited related to tranches 1 and 2.
−Removed: The remaining 0.7 million tranche 3 restricted shares will vest on the 24-month anniversary of the closing, provided, however, that the number of shares that vest will be reduced by any post-closing purchase price adjustments and indemnity claims.
−Removed: The estimated fair value of tranche 1 and 2 shares on the registration statement date was $ 1.9 million, which was reclassified from a liability into stockholders’ equity upon the determination of the number of shares that vested.
−Removed: The Company recognized a $ 0.8 million loss on the change in fair value of the contingent consideration related to tranche 1 and 2, which is included in general and administrative expenses in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
+Added: Tranches 1 and 2 vested on April 4, 2022 when the Company filed its Form S-1 registration statement and a total of 11,530 shares vested and 14,606 shares were forfeited.
+Added: The remaining 16,335 tranche 3 restricted shares vested on the 24-month anniversary of the closing.
As part of the acquisition, the Company is required to make milestone payments up to a maximum of $ 25.0 million, with $ 20.0 million payable based on the successful integration and deployment of the FGen technology across the Company's programs over a 36-month period and $ 5.0 million payable to certain employees based on continuing service.
The milestones are payable in cash or Class A common stock at the election of the Company.
−Removed: The $ 5.0 million payable to employees is accounted for separately from the business combination as post combination compensation expense to be recognized over the requisite service period.
+Added: The $ 5.0 million payable to employees is accounted for separately from the business combination as post combination compensation expense and recognized over the requisite service period.
The fair value of the $ 20.0 million in contingent consideration on the acquisition date was determined using a scenario-based method.
4 unchanged sentences
Under this method, an intangible asset's fair value is equal to the present value of the incremental after-tax cash flows attributable only to the intangible asset after deducting charges representing the contribution of other assets to those cash flows.
−Removed: The significant assumptions used include the estimated annual net cash flows (including revenue growth rates, EBITDA and EBIT margins, applicable tax rate, and contributory asset charges), a discount rate, and the tax amortization benefit.
+Added: The significant assumptions used include the estimated annual net cash flows (including revenue growth rates, EBITDA and EBIT margins, applicable tax rate, and contributory
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: asset charges), a discount rate, and the tax amortization benefit.
Goodwill represents the amount by which the purchase price exceeds the estimated fair value of the net assets acquired and primarily reflects the value of future programs expected to arise after the acquisition.
15 unchanged sentences
On October 3, 2022, the Company completed the acquisition of all of the outstanding equity interests in Circularis Biotechnologies, Inc., (“Circularis”), a biotechnology company with a proprietary circular RNA and promoter screening platform.
−Removed: The aggregate purchase consideration was $ 18.6 million, of which $ 4.3 million was paid in cash, $ 10.2 million was paid in Ginkgo Class A common stock, $ 3.7 million represents contingent consideration and $ 0.4 million represents direct transaction costs.
+Added: The aggregate purchase consideration was $ 18.6 million, of which $ 4.3 million was paid in cash, $ 10.2 million was paid in Ginkgo Class A common stock, $ 3.7 million represented contingent consideration and $ 0.4 million represented direct transaction costs.
The Company accounted for the transaction as an asset acquisition as substantially all of the value received was concentrated in the acquired developed technology.
The Company allocated the purchase consideration primarily to the developed technology intangible asset, which is being amortized over a useful life of five years .
−Removed: Additionally, the purchase agreement includes $ 2.5 million of employee retention payments, which will be recognized as compensation expense over the requisite service period.
+Added: Additionally, the purchase agreement included $ 2.5 million of employee retention payments, which was recognized as compensation expense over the requisite service period.
On August 17, 2022, the Company acquired certain epidemiological data infrastructure assets from Baktus, Inc., a Delaware-based public benefit corporation.
−Removed: The Company accounted for the transaction as an asset acquisition as the value
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: being acquired primarily relates to a single identifiable intangible asset.
+Added: The Company accounted for the transaction as an asset acquisition as the value acquired primarily related to a single identifiable intangible asset.
The total purchase consideration was $ 11.1 million and consisted of $ 2.0 million in cash, $ 8.4 million in Ginkgo Class A common stock and $ 0.7 million of direct transaction costs.
−Removed: Of the shares issued, 0.3 million are restricted shares that will vest on the 18-month anniversary of the closing and will be reduced by any indemnity claims.
−Removed: The restricted shares are classified as contingent consideration liability in the consolidated balance sheet (see Note 4 ).
−Removed: Additionally, the purchase agreement includes $ 1.0 million of employee retention payments, which will be recognized as compensation expense over the requisite service period.
+Added: Of the shares issued, 6,470 were restricted shares that vested on the 18-month anniversary of the closing and were classified as contingent consideration liability in the consolidated balance sheet (see Note 5 ).
+Added: Additionally, the purchase agreement included $ 1.0 million of employee retention payments, which was recognized as compensation expense over the requisite service period.
As a result of the acquisition, the Company recognized $ 11.2 million in intangible assets consisting of developed technology, customer relationships and assembled workforce and $ 0.1 million in deferred revenue.
−Removed: Fiscal 2021 Acquisitions
−Removed: SRNG Business Combination
−Removed: On September 16, 2021 (the “Closing Date”), the Company and SRNG completed the merger transaction contemplated by the Merger Agreement (the “Closing"), with Old Ginkgo surviving the merger as a wholly owned subsidiary of SRNG.
−Removed: Pursuant to the Merger Agreement, SRNG acquired all of the outstanding equity interests of Old Ginkgo for approximately $ 15.8 billion in aggregate consideration in the form of common stock of Ginkgo valued at $ 10 per share (the “Base Equity Consideration”).
−Removed: The Base Equity Consideration was allocated among Old Ginkgo equity holders based on an exchange ratio of 49.080452 ("Exchange Ratio").
−Removed: Accordingly, upon the closing of the SRNG Business Combination, all shares of Old Ginkgo Class A common stock and Old Ginkgo Class B common stock issued and outstanding immediately prior to the SRNG Business Combination converted into Ginkgo Class A common stock and Ginkgo Class B common stock, respectively, each with a par value of $ 0.0001 per share, based on the Exchange Ratio.
−Removed: All equity awards under Old Ginkgo's stock incentive plans were assumed by the Company and converted into comparable equity awards that are settled or exercisable for shares of the Company’s common stock.
−Removed: As a result, (i) each outstanding stock option to acquire Old Ginkgo common stock was converted into an option to purchase approximately 49.080452 shares of Ginkgo common stock, (ii) each outstanding share of restricted common stock was converted into approximately 49.080452 shares of restricted common stock of Ginkgo and (iii) each outstanding award of restricted stock units was assumed and converted into a restricted stock unit having the same terms and conditions as applied to the Old Ginkgo restricted stock unit so converted but relating to approximately 49.080452 shares of common stock of Ginkgo.
−Removed: In addition to the Base Equity Consideration, the equity holders of Old Ginkgo received approximately 188.7 million shares of Ginkgo common stock (the “Earnout Consideration”), which are subject to forfeiture to the extent that the vesting conditions described below are not satisfied on or before the fifth anniversary of the Closing, which is September 16, 2026 (the "Earnout Period").
−Removed: If at any point during the trading hours of a trading day, for any 20 trading days within any period of 30 consecutive trading days during the Earnout Period, the trading price per share of the Company's Class A common stock is greater than or equal to:
−Removed: • $ 12.50 , then 25 % of the Earnout Consideration will immediately vest;
−Removed: • $ 15.00 , then an additional 25 % of the Earnout Consideration will immediately vest;
−Removed: • $ 17.50 , then an additional 25 % of the Earnout Consideration will immediately vest;
−Removed: • $ 20.00 , then the remaining 25 % of the Earnout Consideration will immediately vest.
−Removed: The Company evaluated the earnout shares and concluded that they qualify for the scope exception from derivative accounting in ASC 815-10-15-74 and meet the criteria for equity classification under ASC 815-40.
−Removed: The Company determined that the earnout shares underlying rollover equity awards (i.e., restricted stock awards, restricted stock units and options) granted under the Company's stock incentive plans (together the "Rollover Equity Awards") that are unvested as of the Closing Date are within the scope of ASC 718 (see Note 13 ).
−Removed: The remaining earnout shares issued to holders of Old Ginkgo common stock and those earnout shares underlying vested Rollover Equity Awards were initially measured at fair value at Closing and recorded within additional paid-in-capital ("APIC") and had no net impact on APIC.
−Removed: Since those earnout shares are equity-classified, there is no remeasurement unless reclassification is required.
−Removed: Upon meeting an earnout target, the earnout shares delivered to the equity holders are recorded in equity as shares outstanding with the appropriate allocation to par value of common stock and APIC.
−Removed: The first earnout target of $ 12.50 was met on November 15, 2021 and, as a result, approximately 38.8 million earnout shares became vested and outstanding.
−Removed: In connection with the entry into the Merger Agreement, Eagle Equity Partners III, LLC, a Delaware limited liability company (the “Sponsor”), forfeited 11.5 million of its shares of Ginkgo Class A common stock and an additional 16.7 million of its shares of Ginkgo Class A common stock (the "Sponsor Earnout Shares") became subject to vesting and
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: forfeiture conditions identical to those applicable to the Earnout Consideration issued to Old Ginkgo equity holders.
−Removed: Similar to the Earnout Consideration, the Sponsor Earnout Shares were accounted for as equity classified instruments and were included as merger consideration and recorded in additional paid-in capital.
−Removed: The Sponsor Earnout Shares are considered legally issued and outstanding shares of common stock subject to restrictions on transfer and do not participate in the earnings or losses of the Company prior to vesting.
−Removed: The SRNG Business Combination is accounted for as a reverse recapitalization, in accordance with GAAP.
−Removed: Under this method of accounting, SRNG was treated as the “acquired” company for financial reporting purposes.
−Removed: Accordingly, the SRNG Business Combination was treated as the equivalent of Old Ginkgo issuing stock for the net assets of SRNG, accompanied by a recapitalization.
−Removed: The net assets of SRNG are stated at historical cost, with no goodwill or other intangible assets recorded.
−Removed: PIPE Investment
−Removed: On May 11, 2021, concurrently with the execution of the Merger Agreement, SRNG entered into subscription agreements with certain accredited investors (the “PIPE Investors”).
−Removed: In connection with the consummation of the SRNG Business Combination on September 16, 2021, the PIPE Investors collectively consummated investments for 76.0 million shares of the Company's Class A common stock at a price of $ 10.00 per share (the "PIPE Shares") for an aggregate amount of $ 760.0 million (the “PIPE Investment”).
−Removed: Summary of Net Proceeds
−Removed: The following table summarizes the elements of the net proceeds from the SRNG Business Combination (in thousands):
−Removed: Cash - SRNG Trust and cash (net of redemptions) $ 857,747
−Removed: Cash - PIPE Investment 760,000
−Removed: Payment of underwriter fees and other offering costs ( 108,118 )
−Removed: Net proceeds from the SRNG Business Combination $ 1,509,629
−Removed: Summary of Shares Issued
−Removed: The following table summarizes the number of shares of common stock outstanding immediately following the consummation of the SRNG Business Combination (in thousands):
−Removed: SRNG shares outstanding prior to the SRNG Business Combination 215,625
−Removed: redemption of SRNG shares prior to the SRNG Business Combination ( 86,725 )
−Removed: SRNG shares forfeited ( 11,534 )
−Removed: Common stock of SRNG (1)
−Removed: Shares issued pursuant to the PIPE Investment 76,000
−Removed: SRNG Business Combination and PIPE Investment shares 193,366
−Removed: Conversion of Old Ginkgo Series B preferred stock to common stock 203,346
−Removed: Conversion of Old Ginkgo Series C preferred stock to common stock 228,641
−Removed: Conversion of Old Ginkgo Series D preferred stock to common stock 302,465
−Removed: Conversion of Old Ginkgo Series E preferred stock to common stock 170,227
−Removed: Conversion of Old Ginkgo common stock (2)
−Removed: Total shares of Ginkgo common stock outstanding immediately following the SRNG Business Combination 1,485,061
−Removed: (1) Includes 16.7 million shares of Class A common stock, the Sponsor Earnout Shares, that are subject to forfeiture if certain earnout conditions are not met, as the shares are legally outstanding as of the Closing of the SRNG Business Combination.
−Removed: (2) Excludes 283.4 million shares of Class A and Class B common stock underlying rollover equity instruments (i.e., restricted stock units and stock options) and 0.3 million shares of Class A and Class B common stock underlying unvested restricted stock awards.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
Fair Value Measurements
5 unchanged sentences
Investments 238 — 238 —
−Removed: Marketable equity securities (2)
−Removed: Investments 19,190 18,401 789 —
−Removed: Notes receivable Prepaid expenses and other current assets 12,293 — — 12,293
+Added: Marketable equity securities Investments 17,559 17,559 — —
Notes receivable Other non-current assets 14,170 — 12,327 1,843
Total assets $ 553,424 $ 539,016 $ 12,565 $ 1,843
−Removed: Public Warrants Warrant liabilities $ 3,794 $ 3,794 $ — $ —
−Removed: Private Placement Warrants Warrant liabilities 1,906 — 60 1,846
Contingent consideration Accrued expenses and other current liabilities $ 5,438 $ — $ — $ 5,438
8 unchanged sentences
Investments 19,190 18,401 789 —
+Added: Notes receivable Prepaid expenses and other current assets 12,293 — — 12,293
Notes receivable Other non-current assets 13,601 — 11,765 1,836
Total assets $ 959,467 $ 932,130 $ 13,208 $ 14,129
−Removed: Public Warrants Warrant liabilities $ 6,900 $ 6,900 $ — $ —
−Removed: Private Placement Warrants Warrant liabilities 3,968 — 108 3,860
+Added: Public Warrants Other non-current liabilities $ 3,794 $ 3,794 $ — $ —
+Added: Private Placement Warrants Other non-current liabilities 1,906 — 60 1,846
Contingent consideration Accrued expenses and other current liabilities 18,468 — — 18,468
4 unchanged sentences
(2) Marketable equity securities classified as Level 2 reflect a discount for lack of marketability due to regulatory sales restrictions.
−Removed: Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.
−Removed: Transfers from Level 2 to Level 1 during the years ended December 31, 2023 and 2022 were due to a lapse of regulatory sales restrictions on marketable equity securities.
−Removed: The estimated fair value of a portion of the Private Placement Warrants was transferred from a Level 3 to Level 2 fair value measurement as of December 31, 2022, as the transfer of Private Placement Warrants to anyone other than the initial purchasers or any of their permitted transferees results in the Private Placement Warrants having substantially the same terms as the Public Warrants.
+Added: Transfers to and from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.
+Added: In 2024 and 2023, transfers from Level 2 to Level 1 occurred due to lapse of regulatory sales restrictions on marketable equity securities.
+Added: Additionally, in 2024, a portion of the Private Placement Warrants' estimated fair value was transferred from Level 3 to Level 2 as a result of the Private Placement Warrants having substantially the same terms as the Public Warrants when transferred to anyone other than the initial purchasers or their permitted transferees, leading the Company to determine their fair value to be equivalent to that of the Public Warrants.
+Added: There were no other transfers between Levels 1, 2, or 3 during 2024 or 2023.
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: Company determined that the fair value of the transferred Private Placement Warrants is equivalent to that of Public Warrants.
−Removed: There were no other transfers to/from Levels 1, 2, or 3 during any of the periods presented.
+Added: The table below provides a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value using Level 3 significant unobservable inputs for the years ended December 31 (in thousands):
+Added: Notes Receivable Private Placement Warrants Contingent Consideration
+Added: Balance at January 1, 2024 $ 14,129 $ 1,846 $ 24,273
+Added: Additions 1,407 — —
+Added: Change in fair value ( 3,217 ) ( 1,697 ) 3,214
+Added: Settlements and payments — — ( 17,565 )
+Added: Transfers to Level 2 — ( 149 ) —
+Added: Conversion to common stock ( 10,476 ) — —
+Added: Balance at December 31, 2024 $ 1,843 $ — $ 9,922
+Added: Balance at January 1, 2023 $ 7,660 $ 3,860 $ 24,473
+Added: Additions 2,653 — 1,397
+Added: Additions from note exchanges and amendments 13,939 — —
+Added: Change in fair value ( 2,416 ) ( 2,014 ) 9,168
+Added: Settlements and payments ( 7,707 ) — ( 10,765 )
+Added: Balance at December 31, 2023 $ 14,129 $ 1,846 $ 24,273
Notes Receivable
−Removed: For all of its notes receivable, the Company has elected the fair value option, for which changes in fair value are recorded in other income (expense), net in the consolidated statements of operations and comprehensive loss.
−Removed: As of December 31, 2022, the Company held a $ 30.0 million senior secured note previously purchased from Bolt Threads, Inc.
−Removed: (“Bolt Threads”).
−Removed: In December 2023, the Company and Bolt Threads exchanged the $ 30.0 million senior secured note for (i) a $ 11.8 million senior secured note with an estimated fair value of $ 11.8 million, (ii) a $ 10.0 million convertible promissory note with an estimated fair value of $ 12.2 million, (iii) a $ 5.3 million reduction in the technical services credit previously due to Bolt Threads and recorded as deferred revenue and (iv) a non-exclusive license to certain intellectual property of Bolt Threads with an estimated fair value of $ 1.6 million, which was expensed as in-process research and development in the accompanying consolidated statements of operations and comprehensive loss for the year ended December 31, 2023.
−Removed: The new senior secured note receivable bears interest at 12 % per annum, is due December 31, 2027 and is included in other non-current assets as of December 31, 2023 at its estimated fair value.
−Removed: The convertible promissory note bears interest at 8 % per annum, is convertible into equity securities of Bolt Threads upon a qualified financing, a non-qualified financing, or special purpose acquisition company transaction, at a conversion price equal to 80 % of the price paid per share under the respective conversion scenario, or is otherwise payable on demand any time after the maturity date of October 4, 2024.
−Removed: The convertible promissory note is included in prepaid expenses and other current assets as of December 31, 2023 at its estimated fair value.
+Added: For all of its notes receivable, the Company has elected the fair value option, for which changes in fair value are recorded in other income, net in the consolidated statements of operations and comprehensive loss.
+Added: As of December 31, 2024 and 2023, the Company's notes receivable includes a senior secured note in the original principal amount of $ 11.8 million, issued by Bolt Threads, Inc.
+Added: (“Bolt Threads”), which bears interest at 12 % per annum, is due December 31, 2027, and is included in other non-current assets at its estimated fair value.
+Added: The Company previously held a convertible promissory note, also issued by Bolt Threads, in the principal amount of $ 10.0 million, which bore interest at 8 % per annum, was convertible into equity securities of Bolt Threads upon a qualified financing, a non-qualified financing, or special purpose acquisition company transaction, at a conversion price based on certain conditions as defined in the note agreement, or was otherwise payable on demand any time after the maturity date of October 4, 2024.
+Added: During the year ended December 31, 2024, $ 10.5 million in principal and accrued interest on the convertible promissory note was converted into 2.7 million shares of the issuer's common stock, which were classified as marketable equity securities until they were sold.
The Company used the yield method to value the senior secured note.
2 unchanged sentences
The market yield is determined using a corporate bond yield curve corresponding to the credit rating category of the issuer.
−Removed: The fair value of senior secured note is based on observable market inputs, which represent a Level 2 measurement within the fair value hierarchy.
−Removed: In addition to the convertible promissory note issued by Bolt Threads, the Company holds a series of convertible debt instruments issued by customers as payment for Cell Engineering services.
−Removed: The Company used a scenario-based method to value the convertible debt instruments issued by customers and by Bolt Threads.
+Added: The fair value of the senior secured note is based on observable market inputs, which represents a Level 2 measurement within the fair value hierarchy.
+Added: The Company also holds a series of convertible debt instruments issued by customers as payment for Cell Engineering services.
+Added: The Company used a scenario-based method to value the convertible debt instruments issued by customers and by Bolt Threads prior to conversion.
Under this method, future cash flows are evaluated under various payoff scenarios, probability-weighted, and discounted to present value.
−Removed: The significant unobservable (Level 3) inputs used in the fair value measurement as of December 31, 2023 were scenario probabilities of between 5 % and 85 %, a discount rate of 17.0 % and estimated time to event date of one to two years .
−Removed: The significant unobservable (Level 3) inputs used in the fair value measurement as of December 31, 2022 were scenario probabilities of between 15 % and 55 %, a discount rate of 12.5 % and estimated time to event date of one to three years .
+Added: The significant unobservable (Level 3) inputs used in the fair value measurement as of December 31, 2024 included scenario probabilities ranging from 5 % to 45 %, a discount rate of 15.5 % and estimated time to event date of up to two years .
+Added: The significant unobservable (Level 3) inputs used in the fair value measurement as of December 31, 2023 included scenario probabilities ranging from 5 % to 85 %, a discount rate of 17 % and estimated time to event date of one to two years .
Significant changes in these inputs could have resulted in a significantly lower or higher fair value measurement.
1 unchanged sentence
As of December 31, 2023, the convertible debt instruments had an unpaid principal balance of $ 21.0 million and a fair value of $ 14.1 million.
−Removed: In December 2023, the Company entered into an amendment with a customer regarding two outstanding convertible promissory notes, with an aggregate principal amount of $ 10.3 million.
−Removed: The Company used a scenario-based method to value the convertible notes as of the amendment date.
−Removed: The significant unobservable (Level 3) inputs used in the fair value measurement as of the amendment date included scenario probabilities of between 10 % and 75 %, a discount rate of 15 %, time to event date of up to one year , and estimated fair value per share of the equity securities to which the Company would be entitled to upon conversion of the notes, obtained from a third-party valuation.
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: The following table provides a reconciliation of notes receivable measured at fair value using Level 3 significant unobservable inputs (in thousands):
−Removed: Balance at January 1, $ 7,660 $ 11,559
−Removed: Additions 2,653 7,660
−Removed: Additions from note exchanges and amendments 13,939 —
−Removed: Proceeds from notes receivable — ( 10,404 )
−Removed: Settlements ( 7,707 ) —
−Removed: Change in fair value ( 2,416 ) 705
−Removed: Write-off — ( 1,860 )
−Removed: Balance at December 31, $ 14,129 $ 7,660
+Added: In December 2023, the Company entered into an amendment with a customer regarding two outstanding convertible promissory notes, with an aggregate principal amount of $ 10.3 million.
+Added: The Company used a scenario-based method to value the convertible notes as of the amendment date.
+Added: The significant unobservable (Level 3) inputs used in the fair value measurement as of the amendment date included scenario probabilities ranging from 10 % to 75 %, a discount rate of 15 %, time to event date of up to one year , and an estimated fair value per share of the equity securities to which the Company would be entitled to upon conversion of the notes, obtained from a third-party valuation.
Warrant Liabilities
−Removed: The fair value of the Public Warrants is based on the observable quoted price of such warrants on the New York Stock Exchange.
−Removed: The fair value of the Private Placement Warrants is estimated using the Black-Scholes option pricing model, which is considered to be a Level 3 fair value measurement.
−Removed: The primary unobservable input used in the valuation of the Private Placement Warrants is expected stock-price volatility.
−Removed: The Company estimated the volatility of its Private Placement Warrants using a Monte-Carlo simulation of the redeemable Public Warrants that assumes optimal exercise of the Company's redemption option at the earliest possible date.
−Removed: The risk-free interest rate is based on the U.S.
−Removed: Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the warrants.
−Removed: The expected life of the warrants is assumed to be equivalent to their remaining contractual term.
−Removed: The dividend yield is based on the historical rate, which the Company anticipates remaining at zero.
−Removed: Refer to Note 9 for additional details on the Company’s warrant liabilities.
−Removed: The following table provides quantitative information regarding Level 3 inputs used in the recurring valuation of the Private Placement Warrants as of their measurement dates:
−Removed: December 31, 2023 December 31, 2022
−Removed: Exercise price $ 11.50 $ 11.50
−Removed: Stock price $ 1.69 $ 1.69
−Removed: Volatility 70.5 % 71.5 %
−Removed: Term (in years) 2.71 3.71
−Removed: Risk-free interest rate 4.01 % 4.11 %
−Removed: The following table provides a reconciliation of the Private Placement Warrants measured at fair value using Level 3 significant unobservable inputs (in thousands):
−Removed: Balance at January 1, $ 3,860 $ 58,558
−Removed: Transfer to Level 2 — ( 125 )
−Removed: Change in fair value ( 2,014 ) ( 54,573 )
−Removed: Balance at December 31, $ 1,846 $ 3,860
+Added: In connection with the Company's merger with Soaring Eagle Acquisition Corp.
+Added: (“SRNG”) on September 16, 2021 (“SRNG Business Combination”), the Company assumed 34.5 million warrants (formerly traded on the New York Stock Exchange (the “NYSE,” and such warrants, the “Public Warrants”) and 17.3 million private placement warrants (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”), which were initially issued in connection with SRNG’s initial public offering.
+Added: The number of outstanding Warrants did not change as a result of the Reverse Stock Split.
+Added: However, each Warrant equals one-fortieth (1/40) of one share of Class A common stock (a minimum of 40 Warrants must be exercised for one share of Class A common stock) following the Reverse Stock Split.
+Added: The fair value of the Public Warrants was based on their observable quoted price on the NYSE.
+Added: However, the Public Warrants were delisted by the NYSE on September 4, 2024, due to abnormally low selling price levels, and subsequently began trading on the over-the-counter markets.
+Added: As of December 31, 2024, the Company determined that the Public Warrants had no value.
+Added: The Private Placement Warrants are identical to the Public Warrants, except that they are exercisable on a cashless basis and are non-redeemable as long as they are held by the initial purchasers or their permitted transferees.
+Added: As of December 31, 2024, the Company concluded that the difference between the fair values of the Public Warrants and Private Placement Warrants was de minimis.
+Added: Therefore, the Private Placement Warrants were measured by reference to the value of the Public Warrants and had no value.
+Added: As of December 31, 2023, the fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model, which was considered a Level 3 fair value measurement.
+Added: The primary unobservable input used in the valuation of the Private Placement Warrants was expected stock-price volatility, estimated through a Monte-Carlo simulation of the redeemable Public Warrants that assumed optimal exercise of the Company's redemption option at the earliest possible date.
+Added: A change in this input could have significantly affected the valuation.
Contingent Consideration
−Removed: Each reporting period the Company remeasures its contingent consideration liability associated with business acquisitions to its estimated fair value.
−Removed: The fair value of contingent consideration liability related to restricted stock was estimated using the quoted price of Ginkgo's Class A common stock, an estimate of the number of shares expected to vest, probability of vesting, and a discount rate.
−Removed: The fair value of contingent consideration liability related to earnout payments was estimated using unobservable (Level 3) inputs as illustrated in the table below.
+Added: In connection with various business acquisitions, the Company is required to make contingent earnout payments payable upon the achievement of certain technical, commercial and/or performance milestones.
+Added: The Company also issued restricted stock in connection with acquisitions, which is subject to vesting conditions and is classified as contingent consideration liability.
+Added: The Company can settle a majority of its contingent consideration liabilities in cash or shares of Class A common stock at the Company’s election with the remainder payable in cash.
+Added: During the year ended December 31, 2024, the Company settled $ 17.6 million in contingent consideration liability through payment of $ 2.8 million in cash and vesting of 1,413,909 shares of restricted stock valued at $ 14.7 million.
+Added: During the year ended December 31, 2023, the Company settled $ 10.8 million in contingent consideration liabilities through payment of $ 1.9 million in cash and vesting of 137,427 shares of restricted stock valued at $ 8.9 million.
+Added: Of that amount, $ 1.4 million was recorded as an increase to the acquired intangible asset with an offset to additional paid-in-capital as the contingent consideration liability was deemed not probable of occurring.
+Added: The fair value of contingent consideration related to earnout payments from acquisitions was estimated using unobservable (Level 3) inputs as illustrated in the table below.
+Added: The fair value of contingent consideration related to restricted stock was estimated using the quoted price of Ginkgo's Class A common stock, an estimate of the number of shares expected to vest, probability of vesting, and a discount rate.
Material increases or decreases in these inputs could result in a higher or lower fair value measurement.
Changes in the fair value of contingent consideration are recorded in general and administrative expense in the consolidated statements of operations and comprehensive loss.
+Added: The following table provides quantitative information regarding Level 3 inputs used in the fair value measurements of contingent consideration liabilities as of the periods presented:
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: The Company can settle all contingent consideration liabilities, other than those related to the Dutch DNA acquisition, in cash or shares of Class A common stock at the Company’s election.
−Removed: During the year ended December 31, 2023, the Company settled $ 10.8 million in contingent consideration liabilities through payment of $ 1.9 million in cash and vesting of 5.5 million shares of restricted stock valued at $ 8.9 million.
−Removed: Of that amount, $ 1.4 million related to the Circularis asset acquisition was recorded as an increase to the acquired intangible asset with an offset to additional paid-in-capital as the contingent consideration liability was deemed improbable until the filing of a registration statement.
−Removed: During the year ended December 31, 2022, the Company settled $ 2.6 million in contingent consideration liabilities through payment of $ 0.7 million in cash and vesting of 0.5 million shares of restricted stock valued at $ 1.9 million.
−Removed: The following table provides quantitative information regarding Level 3 inputs used in the fair value measurements of contingent consideration liabilities as of the periods presented:
Contingent Consideration Liability Valuation Technique Unobservable Input December 31, 2024
8 unchanged sentences
In July 2021, the Company acquired Dutch DNA Biotech B.V.
−Removed: (“Dutch DNA”) and is obligated to make contingent earnout payments up to a maximum of $ 20.0 million, payable upon the achievement of certain technical and commercial milestones by Dutch DNA, as outlined in a Technical Development Agreement executed between the Company and Dutch DNA prior to the close of the acquisition.
−Removed: The following table provides a reconciliation of the contingent consideration liability measured at fair value using Level 3 significant unobservable inputs (in thousands):
−Removed: Balance at January 1 $ 24,473 $ 8,467
−Removed: Additions 1,397 19,912
−Removed: Change in fair value 9,168 ( 1,262 )
−Removed: Settlements and payments ( 10,765 ) ( 2,644 )
−Removed: Balance at December 31, $ 24,273 $ 24,473
+Added: (“Dutch DNA”) and is obligated to make contingent earnout payments up to a maximum of $ 20.0 million, payable upon the achievement of certain technical and commercial milestones by Dutch DNA.
Nonrecurring Fair Value Measurements
−Removed: The Company measures the fair value of certain assets, including investments in privately held companies without readily determinable fair values, on a nonrecurring basis when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable and when there are observable price changes for the identical or similar security of the same issuer.
−Removed: The fair value of non-marketable equity securities is classified within Level 3 of the fair value hierarchy when the Company estimates fair value using unobservable inputs.
−Removed: It is classified within Level 2 when the estimate is based on an observable transaction price paid by third-party investors for the identical or similar security of the same issuer.
+Added: The Company measures the fair value of certain assets, including investments in privately held companies without readily determinable fair values, on a nonrecurring basis when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable, or when observable price changes occur for identical or similar securities from the same issuer.
+Added: The fair value of non-marketable equity securities is classified as Level 3 within the fair value hierarchy when the Company estimates fair value using unobservable inputs to measure an impairment loss.
+Added: It is classified as Level 2 when fair value is estimated using the observable transaction price paid by third-party investors for an identical or similar security of the same issuer.
Investment Impairments
−Removed: During the years ended December 31, 2023 and 2022, the Company recorded impairment charges of $ 33.0 million and $ 10.1 million, respectively, related to its investment in Genomatica preferred stock.
+Added: During the years ended December 31, 2024, 2023 and 2022, the Company recorded impairment losses of $ 11.9 million, $ 33.0 million, and $ 10.1 million, respectively, related to its investment in Genomatica preferred stock.
The fair value estimates used to determine the impairment charges in 2023 were derived using the guideline public company method under the market approach, while an enterprise value analysis was performed in 2022, with an equal weighting between discounted cash flow analyses and the guideline public company method.
1 unchanged sentence
Material increases or decreases in these inputs could result in higher or lower fair value measurements.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: During the year ended December 31, 2023, the Company recorded an $ 8.3 million impairment loss related to a non-marketable equity security.
−Removed: The fair value measurement was determined by deriving an equity value of the investee from a recent financing transaction in the investee's own securities, which occurred in September 2021, and applying a downward market adjustment of 87 % to the implied equity value.
+Added: As of December 31, 2024, the Company determined that the investment had substantially no value.
+Added: During the years ended December 31, 2024 and 2023, the Company recorded impairment losses of $ 1.7 million and $ 8.3 million, respectively, related to an investment in the preferred stock of a privately held company.
+Added: The fair value as of December 31, 2023 was determined by deriving the investee’s equity value from a 2021 financing transaction involving its own securities and applying an 87 % downward market adjustment to the implied equity value.
The equity value was then allocated to the different classes of the securities of the investee using the option-pricing model (“OPM”).
1 unchanged sentence
These assumptions are considered Level 3 inputs.
−Removed: During the year ended December 31, 2023, the Company recorded a $ 1.8 million impairment loss related to a SAFE to write-down its carrying amount to its estimated fair value.
−Removed: The fair value measurement of the impairment loss was determined using the scenario-based method, whereby dissolution scenarios with partial recovery and no recovery were probability weighted 15 % and 85 %, respectively, and discounted to present value using a discount rate of 14 %.
+Added: As of December 31, 2024, the Company determined that the investment had substantially no value.
During the years ended December 31, 2023 and 2022, the Company received a total purchase amount of $ 11.0 million and $ 39.5 million, respectively, in SAFEs from customers as prepayment for Cell Engineering services.
The Company used a scenario-based method to value the SAFEs as of each contract inception date, which resulted in total fair value of $ 4.5 million and $ 22.1 million for SAFEs received during the years ended December 31, 2023 and 2022, respectively.
−Removed: Under the scenario-based method, future cash flows are evaluated under qualified financing and dissolution scenarios with partial recovery and no recovery in dissolution.
−Removed: The cash flows under each scenario are probability-weighted and discounted to present value.
−Removed: The significant unobservable (Level 3) inputs used in the fair value measurement at contract inception during 2023 were scenario probabilities of between 20 % and 60 %, discount rate of 14 % and estimated time to event date of one to two years .
−Removed: The significant unobservable (Level 3) inputs used in the fair value measurement at contract inception during 2022 were scenario probabilities of between 18 % and 65 %, discount rate of 13 % and estimated time to event date of one to two years .
−Removed: Additionally, the Company recorded impairments of lab equipment and assets related to an operating lease.
+Added: Under the scenario-based method, future cash flows were evaluated under qualified financing and dissolution scenarios with partial recovery and no recovery in dissolution.
+Added: The cash flows under each scenario were probability-weighted and discounted to present value.
+Added: The significant unobservable (Level 3) inputs used in the fair value measurement at contract inception during 2023 were scenario probabilities in the range of 20 % to 60 %, a discount rate of 14 % and estimated time to event date of one to two years .
+Added: The significant unobservable (Level 3) inputs used in the fair value measurement at contract inception during 2022 were scenario probabilities in the range of 18 % and 65 %, a discount rate of 13 % and estimated time to event date of one to two years .
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: During the years ended December 31, 2024 and 2023, the Company recorded impairment losses of $ 7.2 million and $ 2.7 million, respectively, related to SAFEs.
+Added: The fair values were generally estimated using the scenario-based method, where various payout scenarios were probability-weighted and discounted to present value.
+Added: Additionally, during the years ended December 31, 2024 and 2023, the Company recorded impairments of lab equipment, construction in progress assets, and assets related to an operating lease.
Refer to Note 10 for additional detail.
Investments and Equity Method Investments
−Removed: The Company partners with other investors to form business ventures, including Motif FoodWorks, Inc.
−Removed: (“Motif”), Allonnia, LLC (“Allonnia”), Arcaea, LLC (“Arcaea”), Verb Biotics, LLC (“Verb”), BiomEdit, LLC (“BiomEdit”) and Ayana Bio, LLC (“Ayana”) (collectively “Platform Ventures”).
−Removed: The Company also partners with existing entities, including Genomatica, Inc.
+Added: The Company has partnered with other investors to form business ventures, including Motif FoodWorks, Inc.
+Added: (“Motif”), Allonnia, LLC (“Allonnia”), Arcaea, LLC (“Arcaea”), Verb Biotics, LLC (“Verb Biotics”), BiomEdit, LLC (“BiomEdit”) and Ayana Bio, LLC (“Ayana Bio”) (collectively “Platform Ventures”).
+Added: The Company has also partnered with existing entities, including Genomatica, Inc.
(“Genomatica”) and Synlogic, Inc.
−Removed: (“Synlogic”) (collectively, “Legacy Structured Partnerships”) with complementary assets for high potential synthetic biology applications.
+Added: (“Synlogic”) (collectively, “Legacy Structured Partnerships”) with complementary assets for synthetic biology applications.
The Company holds equity interests in these Platform Ventures and Legacy Structured Partnerships.
2 unchanged sentences
The Company's marketable equity securities consist of Synlogic common stock, Synlogic warrants and the shares of common stock of other publicly traded companies.
−Removed: Marketable equity securities are measured at fair value with changes in fair value recorded in other (expense) income in the consolidated statements of operations and comprehensive loss.
+Added: Marketable equity securities are measured at fair value with changes in fair value recorded in other income (expense) in the consolidated statements of operations and comprehensive loss.
The Company’s non-marketable equity securities consist of preferred stock of Genomatica and preferred and common stock of other privately held companies without readily determinable fair values.
2 unchanged sentences
The Company also holds investments in early-stage synthetic biology product companies via SAFEs.
−Removed: The Company enters into SAFE agreements in conjunction with a revenue contract with a customer under which the Company grants the customer a prepaid Cell Engineering services credit equal to the principal amount of the SAFE (the “Purchase Amount”), which may be used and drawn down as payment for the Company’s research and development services.
+Added: The Company entered into SAFE agreements in conjunction with a revenue contract with a customer under which the Company grants the customer a prepaid Cell Engineering services credit equal to the principal amount of the SAFE (the “Purchase Amount”), which may be used and drawn down as payment for the Company’s research and development services.
The SAFEs will automatically convert into shares of preferred stock equal to the Purchase Amount divided by the discount price, which is calculated as the price per share sold in a qualified equity financing multiplied by a discount rate.
−Removed: The SAFEs also provide the Company with the right to future equity of the entity in a liquidation scenario or the cash-out amount in liquidation and
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: dissolution scenarios or at the election of the SAFE issuer prior to an agreed outside date.
+Added: The SAFEs also provide the Company with the right to future equity of the entity in a liquidation scenario or the cash-out amount in liquidation and dissolution scenarios or at the election of the SAFE issuer prior to an agreed outside date.
The Company initially records SAFEs at fair value (see Note 5 ) and adjusts the carrying amount of the instrument at each reporting period for any impairments.
−Removed: Investments and equity method investments consisted of the following (in thousands):
+Added: Investments consisted of the following (in thousands):
As of December 31,
3 unchanged sentences
Genomatica preferred stock — 11,885
−Removed: Synlogic common stock 1,627 4,819
Synlogic warrants 238 654
Total $ 48,704 $ 78,565
−Removed: Equity method investments (1) :
−Removed: BiomEdit $ — $ 369
−Removed: Other — 1,174
−Removed: Total $ — $ 1,543
−Removed: (1) Equity method investments in Platform Ventures with a carrying value of zero as of December 31, 2023 and 2022 were excluded from the table.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
Loss on investments and equity method investments consisted of the following (in thousands):
1 unchanged sentence
2024 2023 2022
−Removed: (Loss) gain on investments:
−Removed: Genomatica $ ( 33,000 ) $ ( 10,115 ) $ —
+Added: Loss on investments:
+Added: Genomatica preferred stock $ ( 11,885 ) $ ( 33,000 ) $ ( 10,115 )
Non-marketable equity securities ( 1,735 ) ( 9,928 ) ( 195 )
Marketable equity securities ( 7,583 ) ( 7,874 ) ( 38,795 )
−Removed: Synlogic common stock ( 3,192 ) ( 10,526 ) 1,649
SAFEs ( 7,208 ) ( 2,742 ) —
4 unchanged sentences
— — ( 3,043 )
−Removed: Allonnia — — ( 12,698 )
−Removed: Arcaea — — ( 47,356 )
Verb Biotics — — ( 15,900 )
−Removed: Ayana — ( 15,989 ) —
+Added: Ayana Bio — — ( 15,989 )
Other — ( 1,174 ) ( 326 )
Total $ — $ ( 2,635 ) $ ( 43,761 )
−Removed: (1) The loss on equity method investment in Joyn Bio for the year ended December 31, 2022 is comprised of a $ 17.0 million loss offset by a $ 14.0 gain on the remeasurement of the retained equity interest in Joyn Bio at fair value as of the acquisition date (see Note 3 ).
−Removed: The loss on equity method investment in excess over the carrying value of zero of the equity method investment in Joyn Bio during
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: the year ended December 31, 2022 was recorded as a reduction in the convertible promissory notes receivable from Joyn Bio (see Note 20 ).
+Added: (1) The loss on equity method investment in Joyn Bio for the year ended December 31, 2022 is comprised of a $ 17.0 million loss offset by a $ 14.0 million gain on the remeasurement of the retained equity interest in Joyn Bio at fair value as of the acquisition date (see Note 4 ).
+Added: The loss on equity method investment in excess over the carrying value of zero of the equity method investment in Joyn Bio during the year ended December 31, 2022 was recorded as a reduction in the convertible promissory notes receivable from Joyn Bio (see Note 20 ).
The components of loss on investments for each period were as follows (in thousands):
2 unchanged sentences
Impairment charges $ ( 20,828 ) $ ( 44,043 ) $ ( 10,310 )
−Removed: Ongoing mark-to-market adjustments on marketable equity securities ( 9,157 ) ( 43,025 ) ( 11,543 )
+Added: Realized and unrealized losses recognized on marketable equity securities ( 7,999 ) ( 9,157 ) ( 43,025 )
Downward adjustments from observable price changes — ( 1,627 ) —
Total loss on investments $ ( 28,827 ) $ ( 54,827 ) $ ( 53,335 )
−Removed: The carrying value for non-marketable equity securities accounted for using the fair value measurement alternative and held as of December 31, 2023, including cumulative unrealized losses, were as follows (in thousands):
+Added: Total realized and unrealized losses associated with equity investments accounted for at fair value or the fair value measurement alternative consisted of the following (in thousands):
+Added: Year Ended December 31,
+Added: 2024 2023 2022
+Added: Realized loss recognized on equity investments sold (1)
+Added: $ ( 5,957 ) $ — $ —
+Added: Net unrealized losses recognized on equity investments held as of the end of the period ( 22,870 ) ( 54,827 ) ( 53,335 )
+Added: Total loss on investments $ ( 28,827 ) $ ( 54,827 ) $ ( 53,335 )
+Added: (1) Reflects the difference between the sale proceeds and the carrying value of the equity investments at the beginning of the period or the acquisition date, if later.
+Added: The carrying value of non-marketable equity securities accounted for using the fair value measurement alternative and still held as of December 31, 2024, including cumulative unrealized losses, were as follows (in thousands):
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
As of December 31, 2024
4 unchanged sentences
Variable Interest Entities
−Removed: Consolidated Variable Interest Entities
−Removed: As of December 31, 2023 and 2022 , the Company consolidated Cooksonia, LLC (“Cooksonia”), a variable interest entity (“VIE”), as the Company holds a variable interest in and is deemed the primary beneficiary of the VIE.
−Removed: The Company initially held a 70 % equity interest in Cooksonia, which was formed by the Company and certain other investors for the purposes of holding the Company’s investment in Joyn Bio.
−Removed: The Company concluded that it held a variable interest in and was the primary beneficiary of Cooksonia as it controlled the most significant activities of Cooksonia by controlling 100 % of the board of directors of Cooksonia and held a controlling financial interest in Cooksonia.
−Removed: In 2022, in conjunction with the termination of the Joyn Bio joint venture (see Note 3 ), the Company acquired the remaining 30 % non-controlling interest in Cooksonia.
−Removed: The acquisition of the non-controlling interest did not result in a change of control, accordingly, the Company accounted for the acquisition as an equity transaction with no gain or loss recognized in the consolidated statements of operations and comprehensive loss.
−Removed: The carrying amount of the non-controlling interest in Cooksonia was adjusted to zero and Cooksonia became a wholly owned subsidiary of the Company as of December 31, 2022.
−Removed: 2022 Deconsolidation
−Removed: The Company holds an interest in 9.0 million common units (representing 100 % of common units at inception) in each of Ayana and Verb, two Platform Ventures formed in September 2021 by the Company and certain of its investors.
−Removed: The Company has agreed to provide Ayana and Verb with certain licenses to intellectual property for use in the development or production of products that the parties agree to research and develop under technical development plans (“TDPs”).
−Removed: Additionally, in September 2021, Ayana and Verb entered into a Series A Preferred Unit Purchase Agreement under which each entity sold 9.0 million Series A preferred units to certain of the Company’s investors for aggregate proceeds of approximately $ 30.0 million each.
−Removed: During 2021, the Company concluded that it held a variable interest in and was the primary beneficiary of Ayana and Verb as it controlled the most significant activities of these entities.
−Removed: These conclusions were reached because, as of the primary beneficiary assessment dates in 2021, for both Verb and Ayana:
+Added: 2022 Deconsolidations:
+Added: Ayana Bio and Verb Biotics
+Added: The Company holds an interest in 9,000,000 common units (representing 100 % of common units at inception) in each of Ayana Bio and Verb Biotics, two Platform Ventures formed in September 2021 by the Company and certain of its investors.
+Added: The Company has agreed to provide Ayana Bio and Verb Biotics with certain licenses to intellectual property for use in the development or production of products that the parties agree to research and develop under technical development plans (“TDPs”).
+Added: Additionally, in September 2021, Ayana Bio and Verb Biotics entered into a Series A Preferred Unit Purchase Agreement under which each entity sold 9,000,000 Series A preferred units to certain of the Company’s investors for aggregate proceeds of approximately $ 30.0 million each.
+Added: During 2021, the Company concluded that it held a variable interest in and was the primary beneficiary of Ayana Bio and Verb Biotics as it controlled the most significant activities of these entities.
+Added: These conclusions were reached because, as of the primary beneficiary assessment dates in 2021, for both Verb Biotics and Ayana Bio:
(i) the Company had substantive control of the board of directors;
1 unchanged sentence
and (iii) Ginkgo or its related parties comprised the entirety of the joint steering committee (“JSC”), the governing body which holds significant oversight with respect to the entities' research and development programs.
−Removed: During 2022, V erb and Ayana each hired a new chief executive officer who was not an affiliate, related party or agent of Ginkgo.
+Added: During 2022, Verb Biotics and Ayana Bio each hired a new chief executive officer who was not an affiliate, related party or agent of Ginkgo.
The chief executive officer was also appointed to each entity's JSC and board of directors.
−Removed: As a result, the
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: Company concluded it no longer had substantive control of each entity's JSC and board of directors.
−Removed: Accordingly, the Company concluded that it was no longer the primary beneficiary of Verb and Ayana as it no longer controlled the most significant activities of the entities.
−Removed: As a result of this change in the primary beneficiary determination, the Company deconsolidated Verb in the first quarter of 2022 and Ayana in the third quarter of 2022 and recorded a gain on deconsolidation of $ 31.9 million for the year ended December 31, 2022 in the consolidated statements of operations and comprehensive loss.
+Added: As a result, the Company concluded it no longer had substantive control of each entity's JSC and board of directors.
+Added: Accordingly, the Company concluded that it was no longer the primary beneficiary of Verb Biotics and Ayana Bio as it no longer controlled the most significant activities of the entities.
+Added: As a result of this change in the primary beneficiary determination, the Company deconsolidated Verb Biotics and Ayana Bio and recorded a gain on deconsolidation of $ 31.9 million for the year ended December 31, 2022 in the consolidated statements of operations and comprehensive loss.
The gain on deconsolidation was equal to the fair value of the retained interest in each entity as of the deconsolidation date and was calculated using the option pricing method.
The option pricing method used a back-solve methodology to infer the total equity value based on the pricing of the Series A preferred unit financing, which is the most recent financing transaction to the deconsolidation event.
−Removed: The JSC, with equal representation from each of Verb or Ayana and Ginkgo, governs the TDPs under which the Company will perform agreed-upon research and development services in return for consideration on a cost-plus basis for all services provided.
−Removed: Ginkgo has agreed to provide Verb and Ayana with licenses to certain of its intellectual property for use in the development, production and commercialization of each entity's products under the TDPs.
−Removed: The Company's common unit investment in Verb and Ayana is accounted for as an equity method investment, and accordingly, Verb and Ayana are related parties of Ginkgo.
−Removed: The initial carrying value of the equity method investment was equal to the fair value of the retained interest of $ 15.9 million for Verb and $ 16.0 million for Ayana as of the applicable deconsolidation date.
−Removed: The Series A preferred units issued by Verb and Ayana receive a liquidation preference prior to common units.
+Added: The JSC, with equal representation from each of Verb Biotics or Ayana Bio and Ginkgo, governs the TDPs under which the Company will perform agreed-upon research and development services in return for consideration on a cost-plus basis for all services provided.
+Added: Ginkgo has agreed to provide Verb Biotics and Ayana Bio with licenses to certain of its intellectual property for use in the development, production and commercialization of each entity's products under the TDPs.
+Added: The Company's common unit investment in Verb Biotics and Ayana Bio is accounted for as an equity method investment, and accordingly, Verb Biotics and Ayana Bio are related parties of Ginkgo.
+Added: The initial carrying value of the equity method investment was equal to the fair value of the retained interest of $ 15.9 million for Verb Biotics and $ 16.0 million for Ayana Bio as of the applicable deconsolidation date.
+Added: The Series A preferred units issued by Verb Biotics and Ayana Bio receive a liquidation preference prior to common units.
As such, the Company concluded that this represents a substantive profit-sharing arrangement and the Company is recognizing earnings and losses on the equity method investment using the HLBV method.
−Removed: The Company recorded a loss on its equity method investment in Verb and Ayana of $ 31.9 million in the year ended December 31, 2022, due to a basis difference associated with in-process research and development identified as part of the initial accounting for the equity method investment.
−Removed: This loss reduced the carrying value of the equity method investment in each of Verb and Ayana to zero .
−Removed: There is no commitment for the Company to provide further financial support to Verb and Ayana, and therefore the carrying value of the equity method investment will not be reduced below zero .
−Removed: Unconsolidated Variable Interest Entities
−Removed: With respect to the Company’s investments in Motif, Allonnia, Genomatica, Arcaea, BiomEdit, Verb and Ayana (subsequent to the deconsolidation of Verb and Ayana) (collectively, the “Unconsolidated VIEs”), the Company has concluded these entities represent VIEs.
−Removed: However, although the Company may have board representation and is involved in the ongoing development activities of the entities via its participation on the JSC, the Company has concluded that it is not the primary beneficiary of these entities.
−Removed: This conclusion is supported by the fact that:
−Removed: (i) the Company does not control the board of directors of any of the Unconsolidated VIEs, and no voting or consent agreements exist between the Company and other members of each respective board of directors or other investors, (ii) the holders of preferred security interests in the Unconsolidated VIEs hold certain rights that require their consent prior to taking certain actions, which include certain significant operating and financing decisions, and (iii) the Company’s representation on the JSC of each respective entity does not give it control over the development activities of any of the Unconsolidated VIEs, as all JSC decisions are made by consensus and there are no agreements in place that would require any of the entities to vote in alignment with the Company.
−Removed: As the Company’s involvement in the Unconsolidated VIEs does not give it the power to control the decisions with respect to their development or other activities, which are their most significant activities, the Company has concluded that it is not the primary beneficiary of the Unconsolidated VIEs.
+Added: The Company recorded a loss on its equity method investment in Verb Biotics and Ayana Bio of $ 31.9 million in the year ended December 31, 2022, due to a basis difference associated with in-process research and development identified as part of the initial accounting for the equity method investment.
+Added: This loss reduced the carrying value of the equity method investment in each of Verb Biotics and Ayana Bio to zero .
+Added: There is no commitment for the Company to provide further financial support to Verb Biotics and Ayana Bio, and therefore the carrying value of the equity method investment will not be reduced below zero .
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: Additional Variable Interest Entities
+Added: With respect to the Company’s investments in Motif, Allonnia, Genomatica, Arcaea, and BiomEdit, the Company has concluded these entities represent VIEs.
+Added: While the Company has board representation on certain of these entities and is involved in the ongoing development activities of these entities via its participation on such entities' JSC, the Company has concluded that it is not the primary beneficiary of these entities because:
+Added: (i) the Company does not control the board of directors of any of the VIEs, and no voting or consent agreements exist between the Company and other members of each respective board of directors or other investors, (ii) the holders of preferred security interests in the VIEs hold certain rights that require their consent prior to taking certain actions, which include certain significant operating and financing decisions, and (iii) the Company’s representation on the JSC of each respective entity does not give it control over the development activities of any of the VIEs, as all JSC decisions are made by consensus and there are no agreements in place that would require any of the entities to vote in alignment with the Company.
+Added: As the Company’s involvement in the VIEs does not give it the power to control the decisions with respect to their development or other activities, which are their most significant activities, the Company has concluded that it is not the primary beneficiary of the VIEs.
With respect to Cooksonia’s investment in Joyn Bio prior to the joint venture’s termination on October 17, 2022 (see Note 4 ), as Cooksonia did not control Joyn Bio’s board of directors, it did not have the power to control the decisions related to the development activities of Joyn Bio, which were its most significant activities.
−Removed: Accordingly, the Company has concluded that Cooksonia was not the primary beneficiary of Joyn Bio.
+Added: Accordingly, the Company concluded that Cooksonia was not the primary beneficiary of Joyn Bio.
The Company provided $ 10.0 million in financial support to Joyn Bio during the year ended December 31, 2022 in the form of convertible promissory notes (see Note 20 ), which were deemed necessary to fund Joyn Bio’s operations pre-dissolution.
−Removed: Joyn Bio was fully dissolved in the third quarter of 2023.
−Removed: Additionally, the Company holds equity interests in certain privately-held companies that are not consolidated as the Company is not the primary beneficiary.
+Added: Joyn Bio was fully dissolved in 2023.
+Added: Additionally, the Company holds equity interests in certain other privately-held companies that are not consolidated as the Company is not the primary beneficiary.
As of December 31, 2024 and 2023, the maximum risk of loss related to the Company’s unconsolidated VIEs was limited to the carrying value of its investments in such entities.
Refer to Notes 6 and 16 for additional details on the Company’s investments and equity method investments.
+Added: Goodwill and Intangible Assets, net
+Added: During the year ended December 31, 2024, due to a sustained decrease in the market price of the Company's Class A common stock and market capitalization, the Company identified that an indicator of impairment was present during the second quarter of 2024.
+Added: As such, the Company completed a quantitative impairment test related to its Cell Engineering reporting unit.
+Added: To conduct the impairment test of goodwill, the estimated fair value of the reporting unit was compared to its carrying value.
+Added: The estimated fair value of the reporting unit was determined using a weighted approach that considered a discounted cash flow (“DCF”) model under the income approach and the guideline public company (“GPC”) method under the market approach.
+Added: Significant inputs used in the DCF model included the projected future operating results of the reporting unit and the applicable discount rate, while inputs used in the GPC method consisted of a revenue multiple.
+Added: The projected future operating results were based on historical experience and internal annual operating plans reviewed by management, extrapolated over the forecast period.
+Added: The discount rate was determined using a weighted average cost of capital adjusted for risk factors specific to the reporting unit.
+Added: The revenue multiple was based on the GPC method using comparable publicly traded company multiples of revenue for a group of benchmark companies.
+Added: The DCF method was weighted 75% and the GPC 25%.
+Added: The fair value measurement of the reporting unit is classified as Level 3 in the fair value hierarchy because it involves significant unobservable inputs.
+Added: The Company reconciled the resulting fair value of its reporting unit to the market capitalization of the Company to corroborate the fair value estimate used in the impairment test.
+Added: The result of the interim impairment test indicated that the estimated fair value of the reporting unit was less than its carrying value.
+Added: As a result, the Company fully impaired goodwill and recorded an impairment loss of $ 47.9 million in the second quarter of 2024 and for the year ended December 31, 2024.
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: Goodwill and Intangible Assets, net
−Removed: All goodwill is allocated to the Cell Engineering reporting unit and segment identified in Note 15 .
Changes in the carrying amount of goodwill consisted of the following (in thousands):
1 unchanged sentence
Beginning balance $ 49,238 $ 60,210
−Removed: Goodwill acquired in acquisitions — 39,712
+Added: Goodwill impairment (accumulated impairment loss) ( 47,858 ) —
Deconsolidation of Zymergen — ( 10,660 )
Measurement period adjustments (1)
−Removed: ( 2,120 ) ( 548 )
Impact of foreign currency translation ( 1,380 ) 1,808
Ending balance $ — $ 49,238
−Removed: (1) For the year ended December 31, 2023, the measurement period adjustment is primarily related to the Zymergen acquisition.
+Added: (1) Primarily related to the Zymergen acquisition.
See Note 4 for a description.
5 unchanged sentences
Developed technology $ 111,393 $ ( 38,883 ) $ 72,510 6.6
−Removed: $ 105,279 $ ( 22,663 ) $ 82,616 8.8
−Removed: Customer relationships 380 ( 261 ) 119 0.9
−Removed: Assembled workforce 190 ( 184 ) 6 0.3
−Removed: Total intangible assets $ 105,849 $ ( 23,108 ) $ 82,741
December 31, 2023:
Developed technology $ 105,279 $ ( 22,663 ) $ 82,616 8.8
−Removed: Database 3,700 ( 107 ) 3,593 6.8
Customer relationships 380 ( 261 ) 119 0.9
Assembled workforce 190 ( 184 ) 6 0.3
−Removed: Total intangible assets $ 120,094 $ ( 9,053 ) $ 111,041
+Added: Total $ 105,849 $ ( 23,108 ) $ 82,741
(1) Gross carrying value and accumulated amortization include the impact of cumulative foreign currency translation adjustments.
−Removed: (2) During 2023, the Company deconsolidated $ 13.5 million of developed technology and $ 3.2 million of database intangible assets related to the deconsolidation of Zymergen (see Note 3 ).
+Added: During the year ended December 31, 2024, the increase in gross intangible assets was primarily attributable to the acquisition of $ 18.2 million in developed technology from AgBiome, partially offset by a $ 8.3 million decrease in developed technology intangible assets due to the deconsolidation of Altar (see Note 4 ).
+Added: During the year ended December 31, 2023, gross intangible assets decreased $ 16.7 million due to the deconsolidation of Zymergen (see Note 4 ).
Amortization expense was $ 18.0 million, $ 15.7 million and $ 5.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.
3 unchanged sentences
Total $ 72,510
+Added: The Company leases real estate for office and lab space as well as equipment used in research and development activities under operating and finance leases.
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: The Company leases real estate for office and lab space as well as equipment used in research and development activities under operating and finance leases.
The Company’s real estate leases have initial lease terms ranging from 17 months to 15.3 years and are all classified as operating.
5 unchanged sentences
None of the Company's lease agreements contain material restrictive covenants or residual value guarantees.
−Removed: In September 2023, Zymergen ceased the use of and exited a leased facility consisting of approximately 300,000 square feet of office and laboratory space in Emeryville, California.
+Added: The Company's headquarters are located in the Seaport district of Boston, Massachusetts and comprise a set of non-cancellable operating leases within a facility totaling over 320,000 square feet of office and laboratory space.
+Added: These leases expire on dates ranging from 2030 to 2036 and each contain one option to extend the lease for a five-year period at then-market rates.
+Added: Of this 320,000 square feet, 27,000 is currently subleased.
+Added: In April 2021, the Company entered into a lease, as amended, consisting of approximately 260,000 rentable square feet of new office and laboratory space being developed in Boston, Massachusetts near the Company's headquarters.
+Added: The lease commenced on April 11, 2024, with rent payments beginning in June 2024, and it will expire on the fifteenth anniversary of the rent commencement date.
+Added: The lease includes an option to extend for an additional ten years at then-market rates, as well as an expansion option if the owner constructs an additional building on the property.
+Added: The Company has a substantial amount of excess space and is seeking to sublease excess space consistent with its restructuring plan.
+Added: The leased facilities continue to be included in the Cell Engineering asset group as they have not been abandoned and do not have separately identifiable cash flows.
+Added: If the Company enters into subleases at rates that are below the existing lease minimum payments, terminates or amends existing leases, or abandons the leased facilities, the right-of-use lease assets and any associated leasehold improvements would be evaluated for potential impairment and impairment charges could be material.
+Added: In September 2023, the Company’s former subsidiary, Zymergen, ceased the use of and exited a leased facility consisting of approximately 300,000 square feet of office and laboratory space in Emeryville, California.
The facility was used pursuant to an operating lease with a minimum term expiring in August 2033.
−Removed: Zymergen's ceasing to use the space resulted in an impairment loss of $ 96.2 million, including $ 36.6 million for the right-of-use asset and $ 59.6 million for the related leasehold improvements.
+Added: Zymergen’s exit resulted in an impairment loss of $ 96.2 million, including $ 36.6 million for the right-of-use asset and $ 59.6 million for the related leasehold improvements.
The impairment loss represents the amount by which the carrying value of the assets exceed their estimated fair values, as determined using a discounted cash flow model under the income approach.
1 unchanged sentence
The key inputs used in the valuation were estimated sublease rental income and a discount rate of 8.5 %.
−Removed: The impairments are presented as impairment of lease assets in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2023.
+Added: The impairments are presented as impairment of lease assets in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
The following table presents the components of total lease cost (in thousands):
Year Ended December 31,
+Added: 2024 2023 2022
Operating lease cost $ 57,996 $ 59,588 $ 35,242
6 unchanged sentences
Total lease cost $ 72,924 $ 65,406 $ 40,906
−Removed: Rent expense under operating leases was $ 17.7 million for the year ended December 31, 2021.
Supplemental cash flow information related to the Company’s operating leases were as follows (in thousands):
Year Ended December 31,
+Added: 2024 2023 2022
Cash paid for amounts included in the measurement of lease liabilities:
2 unchanged sentences
Financing cash flows from finance leases 897 1,295 1,237
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
Supplemental balance sheet information related to operating leases were as follows:
18 unchanged sentences
L ease liabilities, non-current $ 438,766 $ 26
−Removed: In addition to the lease liabilities in the table above, as of December 31, 2023, the Company had $ 396.5 million of undiscounted commitments related to an operating real estate lease that was signed but not yet commenced.
−Removed: The lease is expected to commence in 2024 and has a lease term of 15 years.
The Company subleases a portion of its office and lab space to certain of its equity method investees, which are considered related parties.
These lease agreements generally have lease terms of up to 5 years and may include renewal options.
−Removed: Related party sublease income for the years ended December 31, 2023, 2022 and 2021 was $ 2.1 million, $ 3.5 million and $ 1.1 million, respectively, included within other income (expense), net in the consolidated statements of operations and comprehensive loss.
−Removed: Warrant Liabilities
−Removed: Upon the closing of the SRNG Business Combination, the Company assumed 34.5 million publicly-traded warrants (“Public Warrants”) and 17.3 million private placement warrants (the “Private Placement Warrants”) held by the Sponsor.
−Removed: Both the Public Warrants and the Private Placement Warrants were issued in conjunction with the consummation of SRNG’s initial public offering on February 26, 2021.
−Removed: Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $ 11.50 per share, subject to adjustments.
−Removed: The warrants will expire five years from the completion of the SRNG Business Combination, or earlier upon redemption or liquidation.
−Removed: No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the issuance of the shares of common stock issuable upon exercise of the Public Warrants.
−Removed: On November 23, 2021, the Company’s registration statement covering such shares became effective.
−Removed: The Company may redeem the outstanding Public Warrants:
−Removed: • in whole and not in part
−Removed: • at a price of $ 0.01 per Public Warrant;
−Removed: • upon not less than 30 days’ prior written notice of redemption to each warrant holder;
+Added: Related party sublease income for the years ended December 31, 2024, 2023 and 2022 was $ 2.0 million, $ 2.1 million and
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: • if, and only if, the reported closing price of the ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.
−Removed: If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.
−Removed: The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.
−Removed: However, except as described above, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price.
−Removed: Additionally, in no event will the Company be required to net cash settle the Public Warrants.
−Removed: The Private Placement Warrants are identical to the Public Warrants, except that (i) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (ii) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants were entitled to registration rights, which was satisfied on November 23, 2021 when the Company’s registration statement covering such shares became effective.
−Removed: If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
−Removed: As of December 31, 2023, the aggregate value of the Public Warrants and the Private Placement Warrants was $ 3.8 million and $ 1.9 million, respectively, representing warrants outstanding to purchase 34.5 million shares and 17.3 million shares, respectively, of the Company's Class A common stock.
−Removed: The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated balance sheet.
−Removed: The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss.
−Removed: See Note 4 for additional information.
−Removed: Supplemental Information
+Added: $ 3.5 million, respectively, included within other income, net in the consolidated statements of operations and comprehensive loss.
+Added: Supplemental Financial Information
Cash, Cash Equivalents and Restricted Cash
The reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the totals shown within the consolidated statements of cash flows is as follows (in thousands):
+Added: As of December 31,
2024 2023 2022
5 unchanged sentences
Total cash, cash equivalents and restricted cash $ 605,743 $ 989,584 $ 1,369,581
−Removed: (1) Includes cash balances collateralizing letters of credit associated with the Company’s facility leases and a customer prepayment requiring segregation and restrictions in its use in accordance with the customer agreement.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: Prepaid Expenses and Other Current Assets
−Removed: Prepaid expenses and other current assets consisted of the following (in thousands):
−Removed: As of December 31,
−Removed: Notes receivable (Note 4) $ 12,293 $ —
−Removed: Prepaid expenses 10,360 18,145
−Removed: Prepaid insurance and insurance recoveries 10,063 16,960
−Removed: Restricted cash 4,789 8,221
−Removed: Other receivables 1,546 1,561
−Removed: Security deposits 318 2,084
−Removed: Inventory 46 4,364
−Removed: Other current assets 362 487
−Removed: Prepaid expenses and other current assets $ 39,777 $ 51,822
+Added: (1) Includes cash balances collateralizing letters of credit associated with the Company’s facility leases and customer prepayments requiring segregation and restrictions in its use in accordance with the customer agreement.
Property, Plant and Equipment, net
9 unchanged sentences
Total property, plant, and equipment 364,592 308,911
−Removed: Accumulated depreciation and amortization ( 120,718 ) ( 92,756 )
+Added: Accumulated depreciation ( 160,872 ) ( 120,718 )
Property, plant and equipment, net $ 203,720 $ 188,193
−Removed: Depreciation and amortization expense for the years ended December 31, 2023, 2022 and 2021 totaled $ 54.8 million, $ 36.9 million and $ 26.9 million, respectively.
−Removed: During the year ended December 31, 2023, the Company identified excess lab equipment at two of its facilities whereby the assets were sold, classified as held for sale or otherwise impaired, resulting in aggregate impairment losses of $ 25.2 million, included in general and administrative expense in the consolidated statement of operations and comprehensive loss.
+Added: Depreciation expense for the years ended December 31, 2024, 2023 and 2022 totaled $ 45.0 million, $ 54.8 million and $ 36.9 million, respectively.
+Added: During the year ended December 31, 2024, the Company determined that $ 5.8 million of construction in progress assets were impaired and this loss is included in general and administrative expense in the consolidated statements of operations and comprehensive loss.
+Added: During the year ended December 31, 2023, the Company identified excess lab equipment at two of its facilities whereby the assets were sold, classified as held for sale or otherwise impaired, resulting in aggregate impairment losses of $ 25.2 million, included in general and administrative expense in the consolidated statements of operations and comprehensive loss.
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: Other Non-Current Assets
−Removed: Other non-current assets consisted of the following (in thousands):
−Removed: As of December 31,
−Removed: Restricted cash $ 40,722 $ 45,568
−Removed: Notes receivable (Note 4) 13,601 37,660
−Removed: Finance lease right-of-use assets, net 2,230 3,256
−Removed: Other assets 1,502 2,241
−Removed: Other non-current assets $ 58,055 $ 88,725
Accrued Expenses and Other Current Liabilities
1 unchanged sentence
As of December 31,
−Removed: Professional fees and securities litigation costs $ 27,884 $ 12,178
Operating lease liabilities $ 28,630 $ 16,419
−Removed: Contingent consideration liability 18,468 6,378
Employee compensation and benefits 9,894 15,678
−Removed: Deferred other income 4,009 —
+Added: Contingent consideration liability 5,438 18,468
Biosecurity costs 4,032 3,564
+Added: Deferred other income 2,889 4,009
+Added: Employee termination costs 2,387 —
+Added: Professional fees and securities litigation costs 2,167 27,884
External research and development expenses 713 2,739
−Removed: Property and equipment 2,667 11,624
Finance lease liabilities 335 1,055
−Removed: Lab supplies 861 3,434
+Added: Property and equipment 138 2,667
Other current liabilities 8,764 17,568
Accrued expenses and other current liabilities $ 65,387 $ 110,051
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
Supplemental cash flow information
10 unchanged sentences
Purchase of minority interest in Cooksonia — — 7,390
−Removed: Purchases of equipment through capital leases — — 1,981
−Removed: Lease financing obligation for build-to-suit lease — — 6,120
Purchases of property and equipment included in accounts payable and accrued expenses 2,565 2,915 12,881
2 unchanged sentences
Equity securities and warrants received for Cell Engineering services 55 17,450 3,423
−Removed: Conversion of convertible promissory notes to preferred stock — — 195
Non-cash consideration paid for the acquisition of Zymergen — — 231,750
1 unchanged sentence
Acquisition date fair value of contingent consideration liability — — 19,912
−Removed: Acquisition date fair value of warrant liabilities — — 194,453
−Removed: Settlement of contingent consideration liability 8,896 — —
+Added: Common stock issued as settlement of contingent consideration liabilities 14,742 8,896 —
+Added: Common stock issued for retention payments related to business and asset acquisitions 5,258 — —
+Added: Return of investment in equity securities for reduction in deferred revenue 6,760 — —
+Added: Conversion of notes receivable for common stock 10,476 — —
Equity issuance costs in accounts payable and accrued expenses — — 578
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
Commitments and Contingencies
1 unchanged sentence
On August 29, 2023, the Company entered into a five-year strategic cloud and artificial intelligence (“AI”) partnership with Google Cloud, intended to enable the Company to develop and deploy AI tools for biology and biosecurity.
−Removed: The partnership includes minimum annual commitments to purchase cloud hosting services in exchange for various discounts on such services.
+Added: The partnership includes minimum annual commitments over the contract year ending August 31 to purchase cloud hosting services in exchange for various discounts on such services.
The minimum annual commitments are as follows:
1 unchanged sentence
year 2, $ 28.0 million;
−Removed: 3, $ 54.0 million;
year 3, $ 54.0 million;
+Added: year 4, $ 86.0 million;
and year 5, $ 113.0 million.
+Added: The Company purchased $ 11.6 million in year 1 of the contract and currently expects to have a shortfall in year 2.
The minimum commitments may be terminated by the Company upon payment of a cancellation fee representing a percentage of the remaining purchase commitment.
−Removed: The Company also entered into an agreement pursuant to which Google Cloud will provide up to $ 56.3 million in cash funding upon the Company’s achievement of certain milestones, which are expected over the next three years .
+Added: If the Company is unable to negotiate a modification to the annual commitments that align with its projected requirements, material losses could be incurred.
+Added: As of December 31, 2024, the aggregate remaining purchase commitment was $ 279.3 million.
+Added: The Company also entered into an agreement pursuant to which Google Cloud will provide up to $ 56.3 million in cash funding upon the Company’s achievement of certain milestones by the target completion dates through September 2026.
The costs of Google Cloud services are recorded as research and development expenses as incurred in the accompanying consolidated statements of operations and comprehensive loss.
1 unchanged sentence
The first two milestones are initially recognized as liabilities until they become non-refundable upon the Company's achievement of a certain milestone.
−Removed: As of December 31, 2023, the remaining aggregate commitment was $ 286.1 million.
+Added: As of December 31, 2024, the Company has received three milestone payments totaling $ 10.0 million, with $ 5.0 million recorded as a reduction to research and development expenses during the year ended December 31, 2024 and $ 5.0 million recorded as other non-current liability on the balance sheet.
On March 31, 2022, the Company entered into a four-year supply agreement with Twist for the purchase of diverse products including synthetic DNA.
−Removed: The agreement is effective as of April 1, 2022 and obligates the Company to spend a minimum of $ 58.0 million over the four-year term with the following minimum annual commitments (each annual year is
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: defined as April 1 to March 31):
+Added: The agreement is effective as of April 1, 2022 and obligates the Company to spend a minimum of $ 58.0 million over the four-year term with the following minimum annual commitments (each annual year is defined as April 1 to March 31):
year 1, $ 10.0 million;
2 unchanged sentences
and year 4, $ 19.0 million.
+Added: During the contract period ended March 31, 2024, the Company purchased $ 13.0 million and currently expects to have a shortfall for year 3 of the contract.
+Added: If the Company is unable to negotiate a modification to the annual commitments that align with its expected requirements, losses could be incurred.
+Added: As of December 31, 2024, the aggregate remaining purchase commitment was $ 29.6 million.
Contingent Consideration Related to Asset Acquisitions
−Removed: On April 5, 2023, the Company entered into an Asset Purchase Agreement (“APA”) with StrideBio to acquire StrideBio's adeno-associated virus capsid discovery and engineering platform assets, with a secondary closing contingent upon the transfer of certain additional in-license agreements to Ginkgo.
−Removed: The secondary closing was finalized in October 2023.
−Removed: The Company accounted for the transaction as an asset acquisition as substantially all of the fair value of the assets acquired was concentrated in a single identifiable asset.
−Removed: The fair value of the consideration transferred totaled $ 7.6 million and consisted of 4.8 million shares of Ginkgo's Class A common stock valued at $ 6.8 million and a $ 0.8 million contingent holdback, all of which was expensed as in-process research and development during the year ended December 31, 2023.
−Removed: The APA, as amended, also provides for royalty payments of up to $ 21.3 million payable in cash or shares of Class A common stock at the Company's election until the earlier of the tenth anniversary date of the initial closing and the date on which the aggregate amount of the royalty payments equals the amount cap.
+Added: In connection with the StrideBio acquisition (see Note 4 ), the Company is obligated to make royalty payments of up to $ 21.3 million payable in cash or shares of Class A common stock at the Company's election until the earlier of the tenth anniversary date of the initial closing and the date on which the aggregate amount of the royalty payments equals the amount cap.
The royalties are calculated based on 10 % of the net licensing revenue and 40 % of all consideration received for a license or sale of a product incorporating the acquired platform assets.
−Removed: No amounts for the royalty payments have been recorded during the year ended December 31, 2023.
+Added: No amounts for the royalty payments have been recorded during the years ended December 31, 2024 and 2023.
The Company routinely acquires rights to intellectual property that may provide for payment of future contingent consideration, including royalties, should revenue be generated from the use of such.
7 unchanged sentences
Under such arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, who are generally the Company’s business partners.
−Removed: The terms of these indemnification arrangements are generally perpetual and effective any time after contract execution.
−Removed: The maximum potential liability resulting from these indemnification arrangements may be unlimited.
−Removed: The Company has never incurred costs to defend lawsuits or settle claims as a result of such indemnifications and the Company is not aware of any indemnification arrangements that could have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations as of December 31, 2023.
−Removed: Registration Rights
−Removed: In connection with the closing of the SRNG Business Combination, the Company entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”) among the Company, SRNG and certain Old Ginkgo stockholders.
−Removed: Pursuant to the Registration Rights Agreement, the Company will be required to register for resale securities held by the stockholders.
−Removed: The Company will have no obligation to facilitate more than two demands per calendar year for each of the SRNG or the Ginkgo Holders (as defined in the Registration Rights Agreement) that the Company register such stockholders’ securities.
−Removed: In addition, the holders have certain “piggyback” registration rights with respect to registrations initiated by the Company.
−Removed: The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights Agreement.
+Added: The terms of these indemnification arrangements are generally perpetual and effective any time after contract
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
+Added: The maximum potential liability resulting from these indemnification arrangements may be unlimited.
+Added: The Company has never incurred costs to defend lawsuits or settle claims as a result of such indemnifications and the Company is not aware of any indemnification arrangements that could have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations as of December 31, 2024.
Stockholders' Equity
Capitalization
−Removed: The following table presents the Company’s authorized, issued, and outstanding common stock as of the dates indicated (in thousands):
+Added: The following table presents the Company’s authorized, issued, and outstanding common stock as of the dates indicated:
Authorized Issued Outstanding
15 unchanged sentences
Underwritten Public Offering
−Removed: On November 15, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BTIG, LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell to the Underwriter an aggregate of 41.4 million shares at a public offering price of $ 2.4164 per share, representing an underwriting discount of 9 %.
−Removed: Under the terms of the Underwriting Agreement, the Company granted the Underwriter an option exercisable for 30 days to purchase up to an additional 6.2 million shares of its Class A common stock, which expired unexercised.
+Added: On November 15, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BTIG, LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell to the Underwriter an aggregate of 1,034,597 shares at a public offering price of $ 96.66 per share, representing an underwriting discount of 9 %.
+Added: Under the terms of the Underwriting Agreement, the Company granted the Underwriter an option exercisable for 30 days to purchase up to an additional 155,190 shares of its Class A common stock, which expired unexercised.
The shares were sold pursuant to an effective shelf registration statement on Form S-3 (File No.
333-267743) and a related prospectus supplement filed with the SEC.
−Removed: The net proceeds to the Company from the offering was approximately $ 98.9 million, after deducting estimated offering expenses.
−Removed: The Company intends to use the net proceeds of this offering to offset the cash used to finance the acquisition of certain of the assets and liabilities of Bayer and for other general corporate purposes.
+Added: The net proceeds to the Company from the offering was approximately $ 98.9 million, after deducting offering expenses.
+Added: The net proceeds of this offering were used to offset the cash used to finance the acquisition of certain of the assets and liabilities of Bayer and for other general corporate purposes.
Preferred Stock
2 unchanged sentences
There were no issued and outstanding shares of preferred stock as of December 31, 2024.
−Removed: The Company is authorized to issue 15,800.0 million shares of common stock, including 10,500.0 million shares of Class A common stock, par value $ 0.0001 per share, 4,500.0 million shares of Class B common stock, par value $ 0.0001 per share, and 800.0 million shares of Class C common stock, par value $ 0.0001 per share.
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
+Added: The Company is authorized to issue 15,800 million shares of common stock, including 10,500 million shares of Class A common stock, par value $ 0.0001 per share, 4,500 million shares of Class B common stock, par value $ 0.0001 per share, and 800 million shares of Class C common stock, par value $ 0.0001 per share.
Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share.
6 unchanged sentences
Common Stock Reserved for Future Issuances
−Removed: The Company had the following common stock reserved for future issuance as of the date indicated (in thousands):
+Added: The Company had the following common stock reserved for future issuance as of the date indicated:
December 31, 2024
6 unchanged sentences
Total common stock reserved for future issuances (1)
−Removed: (1) Excludes unvested earnout shares which are restricted shares issued to equity holders of Old Ginkgo as part of the SRNG Business Combination ( Note 3 ) and are recorded in equity as shares outstanding upon satisfying the vesting conditions.
+Added: (1) Excludes unvested earnout shares, which are restricted shares issued to equity holders of legacy Ginkgo prior to the closing of the SRNG Business Combination and to SRNG.
+Added: These earnout shares are recorded in equity as shares outstanding upon satisfying the vesting conditions.
Stock-Based Compensation
7 unchanged sentences
On October 16, 2022, the Company's Board of Directors adopted the Ginkgo Bioworks Holdings, Inc.
−Removed: 2022 Inducement Plan (the “2022 Inducement Plan”), which is a non-shareholder approved equity incentive plan adopted pursuant to the “inducement exception” provided under NYSE Listed Company Manual Section 303A.08.
−Removed: Pursuant to the terms of the 2022 Inducement Plan, the Company may grant nonstatutory stock options, stock appreciation rights, restricted stock units, restricted stock and other stock-based awards as an inducement material to individuals being hired or rehired following a bona fide period of interruption of employment, as an employee of the Company or any of its subsidiaries, including in connection with a merger or acquisition.
−Removed: The terms of the 2022 Inducement Plan are substantially similar to the terms of
+Added: 2022 Inducement Plan (the “2022 Inducement Plan”), which is a non-shareholder approved equity incentive plan adopted pursuant to the
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: the Company’s 2021 Incentive Award Plan.
−Removed: The Company has reserved 25.0 million shares of the Company’s common stock (which may be shares of Class A common stock or Class B common stock) for issuance under the 2022 Inducement Plan.
−Removed: As of December 31, 2023, 8.8 million shares are available for future issuance under the 2022 Inducement Plan.
+Added: “inducement exception” provided under NYSE Listed Company Manual Section 303A.08.
+Added: Pursuant to the terms of the 2022 Inducement Plan, the Company may grant nonstatutory stock options, stock appreciation rights, restricted stock units, restricted stock and other stock-based awards as an inducement material to individuals being hired or rehired following a bona fide period of interruption of employment, as an employee of the Company or any of its subsidiaries, including in connection with a merger or acquisition.
+Added: The terms of the 2022 Inducement Plan are substantially similar to the terms of the Company’s 2021 Incentive Award Plan.
+Added: The Company has reserved 625,000 shares of the Company’s common stock (which may be shares of Class A common stock or Class B common stock) for issuance under the 2022 Inducement Plan.
+Added: As of December 31, 2024, 186,770 shares are available for future issuance under the 2022 Inducement Plan.
2021 Inc entive Award Plans
1 unchanged sentence
The 2021 Plan provides for the grant of stock options, including incentive stock options (“ISOs”) and nonqualified stock options, stock appreciation rights, restricted stock, dividend equivalents, RSUs and other stock or cash-based awards to employees, consultants and directors of Ginkgo and its subsidiaries.
−Removed: The aggregate number of shares of common stock available for issuance under the 2021 Plan, which may be issued as Class A common stock and/or Class B common stock, was initially 200.4 million shares.
−Removed: As of December 31, 2023, 183.0 million shares are available for future issuance under the 2021 Plan.
+Added: The aggregate number of shares of common stock available for issuance under the 2021 Plan, which may be issued as Class A common stock and/or Class B common stock, was initially 5,011,024 shares.
+Added: As of December 31, 2024, 4,868,329 shares are available for future issuance under the 2021 Plan.
The number of shares of common stock reserved for issuance under the 2021 Plan will automatically increase for ten years on January 1 of each year in an amount equal to the lesser of (a) 4 % of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by the Board.
−Removed: The maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options granted under the 2021 Plan is 200 million shares.
+Added: The maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options granted under the 2021 Plan is 5,000,000 shares.
Shares issued under the 2021 Plan may consist of authorized but unissued shares, shares purchased on the open market or treasury shares.
5 unchanged sentences
However, with respect to the Section 423 Component, an employee may not be granted rights to purchase stock under the ESPP if the employee, immediately after the grant, would own (directly or through attribution) stock possessing 5 % or more of the total combined voting power or value of all classes of the Company’s common stock.
−Removed: The ESPP permits the Company to deliver up to 20 million shares of common stock pursuant to awards issued under the ESPP, which may be Class A common stock and/or Class B common stock.
−Removed: The number of shares of common stock reserved for issuance under the ESPP will automatically increase each January 1 by an amount equal to the lesser of (a) 1 % of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by the Board, provided that no more than 100 million shares may be issued under the Section 423 Component.
+Added: The ESPP initially permits the Company to deliver up to 500,000 shares of common stock pursuant to awards issued under the ESPP, which may be Class A common stock and/or Class B common stock.
+Added: The number of shares of common stock reserved for issuance under the ESPP will automatically increase each January 1 by an amount equal to the lesser of (a) 1 % of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by the Board, provided that no more than 2,500,000 shares may be issued under the Section 423 Component.
Prior to or in connection with issuing any shares of common stock under the ESPP, the ESPP administrator may convert awards covering shares of Class B common stock to Class A common stock.
−Removed: As of December 31, 2023, no awards have been granted under the ESPP.
+Added: As of December 31, 2024, no awards have been granted under the ESPP, and 1,965,466 shares remain available for future issuance.
2014 Stock Incentive Plan
3 unchanged sentences
Shares of common stock underlying any awards that are forfeited, cancelled, repurchased, or otherwise terminated by the Company under the 2014 Plan will be added back to the shares available for issuance under the 2021 Incentive Award Plan.
−Removed: 2008 Stock Incentive Plan
−Removed: The 2008 Stock Incentive Plan (the “2008 Plan”) provided for the Company to grant options and restricted stock awards (“RSAs”).
−Removed: From and after the effective date of the 2014 Stock Incentive Plan, the Company ceased granting awards under the 2008 Plan.
−Removed: However, the 2008 Plan continues to govern the terms and conditions of the outstanding awards previously granted thereunder.
−Removed: Shares of common stock underlying any awards that are forfeited, cancelled, repurchased, or otherwise terminated by the Company under the 2008 Plan will be added back to the shares available for issuance under the 2021 Incentive Award Plan.
+Added: Time-based Stock Options
+Added: All time-based options outstanding consist of awards granted to non-employee directors and are of two types:
+Added: (i) initial awards granted to newly elected or appointed directors, which vest in three equal annual installments, and (ii) subsequent
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: Stock Options
−Removed: Options outstanding under the 2008 Plan and 2014 Plan are fully vested.
−Removed: Options outstanding under the 2021 Plan consist of awards granted to non-employee directors and are of two types:
−Removed: (i) initial awards granted to newly elected or appointed directors, which vest in three equal annual installments, and (ii) subsequent awards, which vest on the earlier of the first anniversary of the grant date or the day prior to the next annual shareholder meeting.
−Removed: All stock options expire no later than ten years after the grant date.
−Removed: The exercise price of each option under the 2021 Plan is equal to the closing price of the Company’s common stock on the date of grant.
−Removed: A summary of stock option activity for the year ended December 31, 2023 is presented below:
−Removed: Number of Shares (1)
−Removed: Weighted Average Exercise Price per Share
−Removed: Weighted Average Remaining Contractual Term
+Added: awards, which vest on the earlier of the first anniversary of the grant date or the day prior to the next annual shareholder meeting.
+Added: These options expire no later than ten years from the grant date.
+Added: The exercise price of each option is equal to the closing price of the Company’s common stock on the date of grant.
+Added: A summary of time-based stock options activity for the year ended December 31, 2024 is presented below:
+Added: Number of Shares Weighted Average Exercise Price per Share
+Added: Weighted Average Remaining Contractual Term (in years)
Aggregate Intrinsic Value (1)
−Removed: (in thousands) (in years) (in thousands)
Outstanding as of December 31, 2023 151,232 $ 35.59
1 unchanged sentence
Exercised ( 101,976 ) 0.80
+Added: Forfeited ( 28,436 ) 77.36
Outstanding as of December 31, 2024 267,520 25.17 9.21 $ 138
Exercisable as of December 31, 2024 33,547 94.75 6.53 —
−Removed: (1) Excludes 1.7 million shares underlying options issued outside the accounting for compensation awards under ASC 718.
(1) The aggregate intrinsic value is calculated as the difference between the Company's closing stock price on the last trading day of the year and the exercise prices, multiplied by the number of in-the-money stock options.
−Removed: The aggregate intrinsic value of stock options exercised during the years ended December 31, 2023, 2022 and 2021 was $ 9.1 million, $ 21.5 million and $ 91.0 million, respectively.
−Removed: The weighted-average fair value of options granted during the years ended December 31, 2023, 2022, and 2021 was $ 1.43 , $ 1.92 and $ 8.97 per share, respectively, and was calculated using the following key inputs in the Black-Scholes option-pricing model:
+Added: The total intrinsic value of options exercised during the years ended December 31, 2024, 2023 and 2022 was $ 0.9 million, $ 9.1 million and $ 21.5 million, respectively.
+Added: The weighted-average fair value of options granted during the years ended December 31, 2024, 2023, and 2022 was $ 11.35 , $ 57.20 and $ 76.80 per share, respectively, and was calculated using the following key assumptions in the Black-Scholes option-pricing model:
Year Ended December 31,
1 unchanged sentence
Risk-free interest rate 4.27 % 3.94 % 3.13 %
−Removed: Dividend yield — % — % — %
Expected volatility 97 % 93 % 77 %
−Removed: Expected term 5.5 years 5.6 years 0.96 years
−Removed: As of December 31, 2023, there was $ 0.9 million of unrecognized compensation expense related to stock options recognizable over a weighted-average period of 0.8 years.
−Removed: Restricted Stock and Restricted Stock Units
−Removed: RSAs granted under the 2014 Plan are subject to a service-based vesting condition and generally vest in equal monthly installments over four years .
−Removed: RSUs granted under the 2014 Plan are subject to two vesting conditions:
−Removed: (i) a service-based vesting condition that is generally met over four years with 25 % of the shares vesting on the first anniversary of the grant date with monthly vesting thereafter, and (ii) a performance-based vesting condition that is met through a liquidity event in the form of either a change of control or an initial public offering (“the performance condition”).
−Removed: RSUs granted under the 2021 Plan are subject to a service-based vesting condition only that is generally met over four years with 25 % of the shares vesting on the first anniversary of the grant date with monthly vesting thereafter.
−Removed: Prior to the SRNG Business Combination, no stock-based compensation expense had been recognized related to RSUs granted under the 2014 Plan as the performance condition was not probable of being met and the SRNG Business Combination did not meet the definition of a liquidity event as defined in the 2014 Plan.
−Removed: As a result of the SRNG Business Combination, on November 17, 2021 (“Modification Date”) the Board of Directors modified the vesting terms of RSUs
+Added: Expected term (in years) 5.7 5.5 5.6
+Added: Dividend yield — % — % — %
+Added: As of December 31, 2024, there was $ 1.8 million of unrecognized compensation expense related to options recognizable over a weighted-average period of 1.7 years.
+Added: Market-based Stock Options
+Added: In April 2024, the Company granted to each of the Company's four founders an option to purchase in aggregate 125,000 shares of Ginkgo's Class A common stock with an exercise price of $ 100 per share, subject both to time-based and market-based vesting criteria (the “Founder Options”).
+Added: The market-based vesting is tied to the achievement of four specified stock price hurdles within a five-year period, with 10 % of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $ 200 , 10 % of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $ 300 , 20 % of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $ 400 and the remaining 60 % of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $ 500 .
+Added: If the market-based criteria are achieved during the five-year period, the awards will vest on the five-year anniversary of the grant date.
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: granted under the 2014 Plan to allow 10 % of the RSUs that met the service condition as of the closing of the SRNG Business Combination (the “10% RSUs”) to vest with respect to the performance condition, effective as of November 19, 2021, the date on which the Form S-8 registration statement covering such shares became effective.
−Removed: In addition, on November 17, 2021 the Board of Directors modified the vesting terms of the remaining RSUs granted under the 2014 Plan such that they will vest in full with respect to the performance condition on or before March 15, 2022 (the original service-based vesting condition is still applicable).
−Removed: As a result of these modifications, the performance condition for all RSUs granted under the 2014 Plan became probable of being met during the fourth quarter of 2021.
−Removed: As the performance condition was not probable of being met prior to the modification, the RSU awards were remeasured using the price of $ 13.59 per share as of the Modification Date pursuant to ASC 718 and the Company recorded a cumulative-catch up adjustment to reflect the change in the probability assessment.
−Removed: The modification resulted in approximately $ 1,492.2 million of incremental stock-based compensation expense recognized in the fourth quarter of 2021 based on the Modification Date fair value.
−Removed: The Company cash settled the 10 % RSUs for a total cash payment of $ 76.5 million equal to the fair value of the stock on the Form S-8 effective date.
−Removed: Subsequent to the modification, compensation expense for the modified RSUs is recognized using an accelerated attribution method over the requisite service period for each employee award.
−Removed: The Company recognized $ 116.4 million and $ 1,678.4 million of compensation expense related to the modified RSUs in the years ended December 31, 2023 and 2022, respectively.
−Removed: In September 2021, the Board of Directors modified the terms of RSUs granted to non-employee directors by adding a cash settlement feature to the awards which allowed the non-employee directors to elect to settle in cash up to 50 % of their RSUs that were vested with respect to the service condition on or prior to December 31, 2021 (the “50% RSUs”).
−Removed: The director RSUs were subject to the same performance condition as all other RSUs granted under the 2014 Plan.
−Removed: In the fourth quarter of 2021, all directors elected to cash settle the 50 % RSUs.
−Removed: As a result, the 50 % RSUs were classified as liability awards and the liability was measured at fair value at each reporting date.
−Removed: In the first quarter of 2022, the Company cash settled the 50 % RSUs, or approximately 3.2 million RSUs, for a total cash payment of $ 9.8 million.
−Removed: A summary of the RSU and RSA activity for the year ended December 31, 2023 is presented below:
−Removed: Restricted Stock Units Restricted Stock Awards
−Removed: Number of Shares
−Removed: Weighted Average Grant Date Fair Value
+Added: The weighted-average grant-date fair value of the options granted was $ 7.80 per share and was calculated using a Monte Carlo simulation model with the following assumptions :
+Added: Year Ended December 31, 2024
+Added: Risk-free interest rate 4.65 %
+Added: Expected volatility 72 %
+Added: Suboptimal exercise multiple 2.8
+Added: Dividend yield — %
+Added: As of December 31, 2024, there was $ 3.4 million of unrecognized compensation expense related to the market-based options recognizable over a weighted-average period of 4.3 years.
+Added: Restricted Stock Units
+Added: RSUs granted under the 2014 Plan are subject to two vesting conditions:
+Added: (i) a service-based vesting condition, generally satisfied over four years with 25 % of the shares vesting on the first anniversary of the grant date and monthly vesting thereafter, and (ii) a performance-based vesting condition, which was met in 2021 in connection with the Company's merger with SRNG.
+Added: RSUs granted under the 2021 Plan are subject only to the service-based vesting condition.
+Added: A summary of RSU activity for the year ended December 31, 2024 is presented below:
Number of Shares
Weighted Average Grant Date Fair Value
−Removed: (in thousands) (in thousands)
Nonvested as of December 31, 2023 3,805,093 $ 125.89
4 unchanged sentences
The weighted average grant date fair value of RSUs granted during the years ended December 31, 2024, 2023 and 2022 was $ 43.81 , $ 55.60 and $ 127.60 , respectively.
−Removed: The weighted average grant date fair value of RSUs granted during the year ended December 31, 2021 of $ 13.53 per share represents the weighted average of the Modification Date fair value and any post modification grant date fair values.
−Removed: No RSAs were granted during 2023, 2022, and 2021.
−Removed: The aggregate fair value of the RSUs that vested during the years ended December 31, 2023, 2022 and 2021 was $ 365.3 million, $ 1,783.8 million and $ 1,149.5 million, respectively.
−Removed: The aggregate fair value of the RSAs that vested during the years ended December 31, 2023, 2022 and 2021 was de minimis, $ 0.4 million and $ 0.5 million, respectively.
+Added: The total fair value of the RSUs that vested during the years ended December 31, 2024, 2023 and 2022 was $ 232.9 million, $ 365.3 million and $ 1,783.8 million, respectively.
+Added: The total amount of share-based liabilities settled was $ 9.8 million for the year ended December 31, 2022.
As of December 31, 2024, there was $ 189.8 million of unrecognized compensation expense related to RSUs recognizable over a weighted-average period of 2.6 years.
−Removed: As described in Note 3 , the holders of Rollover Equity Awards outstanding immediately prior to the effective time of the SRNG Business Combination received a proportional amount of the Earnout Consideration, which is divided into four equal tranches subject to vesting during the five years after the Closing Date (the “Earnout Period”).
−Removed: The earnout shares in respect of the Rollover Equity Awards are subject to the same terms and conditions as the underlying Rollover Equity
+Added: Earnout shares represent equity awards, primarily in the form of restricted stock, granted to existing employees of the Company as of the closing date of the Company's merger with SRNG on September 16, 2021 (the “Closing Date”).
+Added: These earnout shares are subject to the same time-based vesting and performance conditions (change in control or an initial public offering) as the underlying awards, including provisions related to vesting and termination.
+Added: Additionally, the earnout shares are subject to a market condition, which is satisfied when the trading price of the Company's common stock is greater than or equal to $ 500 , $ 600 , $ 700 and $ 800 per share for any 20 trading days within a 30 consecutive trading day period, on or before the fifth anniversary of the Closing Date (collectively, the “Earnout Targets”).
+Added: The first Earnout Target of $ 500 per share was achieved on November 15, 2021.
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: Awards (including with respect to vesting and termination-related provisions).
−Removed: Additionally, the earnout shares in respect of the Rollover Equity Awards are subject to a market condition that will be met when the trading price of the Company's common stock is greater than or equal to $ 12.50 , $ 15.00 , $ 17.50 and $ 20.00 for any 20 trading days within any period of 30 consecutive trading days during the Earnout Period (collectively, the “Earnout Targets”).
−Removed: To the extent that the Earnout Targets are not achieved during the Earnout Period, the portion of the Earnout Consideration that remains subject to vesting and forfeiture at the end of the Earnout Period will be forfeited to Ginkgo for no consideration and cancelled.
−Removed: As described above, the earnout shares related to Old Ginkgo RSUs (“Earnout RSUs”) are subject to the same performance condition as the underlying RSUs.
−Removed: As a result of the November 2021 modification to the RSUs described above, the performance condition became probable of being met in the fourth quarter of 2021.
−Removed: The modification resulted in approximately $ 173.5 million of incremental stock-based compensation expense recognized in the fourth quarter of 2021 related to the Earnout RSUs based on the Modification Date fair value.
−Removed: The first earnout target of $ 12.50 per share was met on November 15, 2021 and the earnout shares related to the first tranche of the Earnout Consideration for which the service condition had also been met became vested and were settled, less shares withheld to cover tax withholding obligations.
−Removed: The Company recognized $ 13.3 million and $ 193.3 million of compensation expense related to the modified Earnout RSUs in the years ended December 31, 2023 and 2022, respectively.
−Removed: The grant date fair value of Earnout RSUs was estimated on the Closing Date and remeasured on the Modification Date using a Monte Carlo simulation model with the following assumptions:
−Removed: Year Ended December 31, 2021
−Removed: Risk-free interest rate 0.84 % - 1.21 %
−Removed: Expected volatility 53.1 % - 81 %
−Removed: Expected term (in years) 4.83 - 5
−Removed: Dividend yield — %
−Removed: A summary of activity during the year ended December 31, 2023 for the Earnout RSUs and the earnout shares underlying Old Ginkgo RSAs ("Earnout RSAs") is presented below:
+Added: A summary of activity during the year ended December 31, 2024 for the earnout shares is presented below:
Number of Shares
Weighted Average Grant Date Fair Value
−Removed: (in thousands)
Nonvested as of December 31, 2023 564,227 $ 511.17
2 unchanged sentences
Nonvested as of December 31, 2024 552,457 510.80
−Removed: The aggregate fair value of the Earnout RSUs and Earnout RSAs that vested during the year ended December 31, 2023 was $ 7.6 million.
+Added: The total fair value of the earnout shares that vested during the years ended December 31, 2024, 2023 and 2022 was $ 4.5 million, $ 7.6 million and $ 52.0 million, respectively.
As of December 31, 2024, there was $ 0.2 million of unrecognized compensation expense related to earnout shares recognizable over a weighted-average period of 0.5 years.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
Revenue Recognition
Disaggregation of Revenue
−Removed: The following table sets forth the percentage of total Cell Engineering revenue by industry:
+Added: The following table sets forth the percentage of Cell Engineering revenues by industry based on total Cell Engineering revenue:
Year Ended December 31,
2024 2023 2022
−Removed: Pharma and biotech 30 % 22 % 8 %
+Added: Food and nutrition 32 % 16 % 9 %
+Added: Pharmaceutical and biotechnology 26 30 22
Agriculture 19 24 8
+Added: Government and defense 13 6 4
Industrial and environment 6 16 12
−Removed: Food and nutrition 16 9 25
Consumer and technology 4 8 45
−Removed: Government and defense 6 4 7
Total Cell Engineering revenue 100 % 100 % 100 %
−Removed: The Company’s revenue is derived from customers located primarily in the United States.
+Added: Cell Engineering revenue includes both cash and non-cash consideration.
+Added: The non-cash consideration primarily consists of equity received from customers as partial or full payment in certain contracts, which is recognized as revenue as services are provided or upon contract termination.
+Added: The Company did not receive equity as consideration for any customer contracts entered into during the year ended December 31, 2024, but continues to recognize revenue from prior contracts.
+Added: Cell Engineering revenue recognized relating to non-cash consideration was $ 61.4 million, $ 48.5 million, and $ 75.8 million for the years ended December 31, 2024, 2023, and 2022, respectively.
+Added: The Company’s total revenue is derived from customers located primarily in the United States.
For the years ended December 31, 2024, 2023, and 2022, the Company’s revenue from customers within the United States comprised 81 %, 82 % and 88 %, respectively, of total revenue.
2 unchanged sentences
The Company had no contract asset balances as of December 31, 2024 and 2023.
+Added: The Company’s accounts receivable consists of both billed and unbilled amounts.
+Added: Unbilled receivables arise when revenue is recognized in excess of invoiced amounts and represent the Company’s unconditional right to consideration for goods or services already transferred to the customer.
+Added: The balance of unbilled accounts receivable, included in accounts receivable, net in the accompanying consolidated balance sheets, was $ 11.3 million and $ 10.1 million as of December 31, 2024 and 2023, respectively.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
Contract liabilities, or deferred revenue, primarily consist of payments received in advance of performance under the contract or when the Company has an unconditional right to consideration under the terms of the contract before it transfers goods or services to the customer.
7 unchanged sentences
The aggregate amount of the transaction price that was allocated to performance obligations that have not yet been satisfied or are partially satisfied as of December 31, 2024 and 2023 was $ 85.8 million and $ 110.0 million, respectively.
−Removed: The Company has elected the practical expedient not to provide the remaining performance obligation disclosures related to contracts for which the Company recognizes revenue on a cost-plus basis in the amount to which it has the right to invoice and for contracts with a term of one year or less.
−Removed: As of December 31, 2023, of the performance obligations not yet satisfied or partially satisfied, nearly all is expected to be recognized as revenue during the years 2024 to 2027.
+Added: The Company has elected the practical expedient not to provide the remaining performance obligation disclosures related to contracts for which the Company recognizes revenue on a cost-plus basis in the amount to which it has the right to invoice.
+Added: As of December 31, 2024, approximately $ 45.9 million of the unsatisfied or partially satisfied performance obligations is expected to be recognized as revenue in 2025, based on the projected customer program end date;
+Added: $ 14.2 million between 2025 and 2026;
+Added: and $ 25.7 million between 2025 and 2027.
When a milestone subject to the variable consideration constraint is achieved, the Company updates its estimate of the transaction price to include the milestone payment and records a cumulative catch-up in revenue.
−Removed: During the years ended December 31, 2023, 2022 and 2021, the Company recorded $ 2.3 million, $ 10.0 million and $ 6.4 million, respectively, of cumulative catch-up in revenue primarily due to recognition of previously constrained variable consideration related to milestones.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
+Added: For the years ended December 31, 2024, 2023 and 2022, the Company recorded $ 7.2 million, $ 2.3 million and $ 10.0 million, respectively, as cumulative catch-up in revenue, primarily due to the recognition of previously constrained variable consideration related to milestones or a contract modification.
Segment Information
−Removed: Prior to 2022, the Company operated as a single reportable segment.
−Removed: In the first quarter of 2022, the Company reorganized its operations into two operating and reportable segments:
+Added: The Company operates in two operating and reportable segments:
Cell Engineering and Biosecurity.
−Removed: The reorganization reflects changes made to the Company's internal management structure and how the Company's chief operating decision makers (“CODMs”) evaluate operating results and make decisions on how to allocate resources.
−Removed: All prior-period comparative segment information was recast to reflect the current reportable segments in accordance with ASC 280, Segment Reporting .
+Added: This structure reflects the Company's internal management framework and the approach its CODM uses to evaluate operating results and allocate resources.
The Company’s reportable segments are described as follows:
−Removed: • Cell Engineering consists of research and development services performed under collaboration and license agreements relating to the Company’s cell programming platform.
−Removed: The Company’s cell programming platform includes two core assets:
−Removed: the Foundry, highly efficient biology lab facilities, enabled by investment in proprietary workflows, custom software, robotic automation, and data science and analytics, which is paired with the Company’s Codebase, a collection of biological “parts” and a database of biological data used to program cells.
+Added: • Cell Engineering consists of end-to-end cell engineering solutions and cell engineering tools offerings for biological R&D.
+Added: The Company’s cell engineering platform includes two core assets:
+Added: the Foundry, a highly efficient biology laboratory powered by proprietary workflows, custom software, robotic automation, and data science and analytics, and the Codebase, a collection of biological “parts” and a database of biological data used to program cells.
The Cell Engineering segment includes costs incurred for the development, operation, expansion and enhancement of the Foundry and Codebase.
−Removed: Cell Engineering revenue is derived from service fees and downstream value share in the form of milestone payments, royalties or equity interests.
−Removed: • Biosecurity consists of the Company's end-to-end biomonitoring and bioinformatic support services primarily provided to public health authorities.
−Removed: Biosecurity revenue is derived from fees for data, analytics, and services.
−Removed: Before the fourth quarter of 2023, Biosecurity revenue was also derived from sales of test kits.
−Removed: The reportable segments are the segments of the Company for which discrete financial information is available and for which segment results are regularly reviewed by the Company's CODMs, comprised of the Chief Executive Officer and the Chief Operating Officer, for purposes of allocating resources and assessing financial performance.
−Removed: The Company’s CODMs evaluate the financial performance of the Company’s segments based upon segment revenues and operating income.
−Removed: The Company’s measure of segment operating income for management reporting purposes excludes the impact of stock-based compensation expense, depreciation and amortization and changes in fair value of certain contingent liabilities.
−Removed: The Company’s CODMs do not evaluate operating segments using asset information.
−Removed: The accounting policies used in the preparation of reportable segments financial information are the same as those used in the preparation of the Company’s consolidated financial statements.
+Added: Cell Engineering revenue is generated primarily through service fees and downstream value share in the form of milestone payments, royalties or equity interests.
+Added: • Biosecurity consists of the Company’s biomonitoring and bioinformatics support services, offered to both government and non-government customers through the Company's two core offerings:
+Added: Canopy and Horizon.
+Added: Biosecurity revenue is generated from fees for data, analytics, and services.
+Added: Prior to 2024, Biosecurity revenue also included sales of COVID-19 diagnostic and sample collection test kits.
+Added: The Company's reportable segments are those for which discrete financial information is available and whose results are regularly provided to the Company’s CODM, consisting of the Chief Executive Officer and the Chief Operating Officer, for the purpose of allocating resources and assessing financial performance.
+Added: The CODM evaluates the financial performance of the Company’s segments based on segment operating income (loss).
+Added: The CODM is primarily provided with the segment operating income (loss) on a quarterly basis, as well as during the annual budgeting and forecasting process, and uses this information to monitor the Company’s performance, including budget-to-actual results, and to make decisions about the allocation of operating and capital resources to each segment.
+Added: For management reporting purposes, the
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: The following table presents summary results of the Company’s reportable segments for the periods indicated (in thousands):
+Added: Company’s measure of segment operating income (loss) excludes the impact of stock-based compensation expense, depreciation and amortization, asset impairment charges, restructuring charges, costs associated with excess space, transaction and integration costs associated with planned, completed or terminated mergers and acquisitions, and acquired in-process research and development expenses.
+Added: The Company has determined its significant segment expenses are cost of revenue for Biosecurity, research and development expenses for Cell Engineering, and general and administrative expenses for both segments, which are regularly provided to the CODM.
+Added: The CODM is not provided with asset information by segment;
+Added: therefore, such information is not presented.
+Added: The accounting policies used to prepare the reportable segments financial information are the same as those used to prepare the Company’s consolidated financial statements.
+Added: The following table presents summary results of the Company’s reportable segments and a reconciliation of total segment operating loss to consolidated loss before income taxes (in thousands):
Year Ended December 31,
2 unchanged sentences
$ 173,972 $ 143,531 $ 143,666
−Removed: Biosecurity 107,924 334,040 200,848
−Removed: Total revenue 251,455 477,706 313,837
−Removed: Segment cost of revenue:
−Removed: Biosecurity 54,005 204,216 129,690
−Removed: Segment research and development expense:
−Removed: Cell Engineering 353,493 273,356 160,634
−Removed: Biosecurity 1,599 1,937 31,035
−Removed: Total segment research and development expense 355,092 275,293 191,669
−Removed: Segment general and administrative expense:
−Removed: Cell Engineering 215,263 168,586 74,407
−Removed: Biosecurity 55,514 56,353 31,039
−Removed: Total segment general and administrative expense 270,777 224,939 105,446
−Removed: Segment operating (loss) income:
−Removed: Cell Engineering ( 425,225 ) ( 298,276 ) ( 122,052 )
−Removed: Biosecurity ( 3,194 ) 71,534 9,084
+Added: Costs and operating expenses:
+Added: Cost of other revenue 5,999 — —
+Added: Research and development 271,512 335,943 259,607
+Added: General and administrative 115,028 171,210 133,239
+Added: Cell Engineering operating loss ( 218,567 ) ( 363,622 ) ( 249,180 )
+Added: Service revenue 53,071 78,975 298,585
+Added: Product revenue — 28,949 35,455
+Added: Costs and operating expense:
+Added: Cost of Biosecurity service revenue 38,549 46,524 183,570
+Added: Cost of Biosecurity product revenue — 7,481 20,646
+Added: Research and development 771 1,599 1,937
+Added: General and administrative 44,370 55,514 56,353
+Added: Biosecurity operating (loss) income ( 30,619 ) ( 3,194 ) 71,534
Total segment operating loss ( 249,186 ) ( 366,816 ) ( 177,646 )
−Removed: Operating expenses not allocated to segments:
+Added: Reconciling items to reconcile total segment operating loss to loss before income taxes:
Stock-based compensation (1)
115,299 234,908 1,940,920
−Removed: Impairment of long-lived assets 121,404 — —
+Added: Impairment expense (2)
+Added: 53,654 121,404 —
Depreciation and amortization 63,020 70,507 42,552
−Removed: Change in fair value of contingent consideration liability 9,168 ( 1,262 ) ( 293 )
−Removed: Loss from operations $ ( 864,406 ) $ ( 2,208,952 ) $ ( 1,828,467 )
+Added: Restructuring charges (3)
+Added: Carrying cost of excess space (net of sublease income) (4)
+Added: Merger and acquisition related expenses (5)
+Added: 4,417 61,188 46,229
+Added: Acquired in-process research and development 19,849 9,582 1,605
+Added: Other (income) expense, net (6)
+Added: ( 8,075 ) 28,535 ( 87,553 )
+Added: Loss before income taxes $ ( 547,508 ) $ ( 892,940 ) $ ( 2,121,399 )
(1) Includes $ 3.0 million, $ 5.0 million, and $ 10.3 million in related employer payroll taxes for the years ended December 31, 2024, 2023, and 2022, respectively.
−Removed: Significant Collaboration Transactions
+Added: (2) For 2024, includes $ 47.9 million related to goodwill impairment and $ 5.8 million related to lab equipment.
+Added: For 2023, includes a $ 25.2 million impairment loss on lab equipment and a $ 96.2 million impairment loss on lease assets associated with an exited Zymergen leased facility.
+Added: (3) See Note 3 , Restructuring, for composition of costs.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (4) The carrying cost of excess space includes base rent, common area maintenance charges, and real estate taxes associated with facilities the Company is not occupying, net of any sublease income from these spaces.
+Added: (5) Represents transaction and integration costs directly related to mergers and acquisitions, including:
+Added: (i) due diligence, legal, consulting and accounting fees associated with acquisitions, (ii) post-acquisition employee retention bonuses and severance payments, (iii) the fair value adjustments to contingent consideration liabilities resulting from acquisitions, and (iv) costs associated with the Zymergen Bankruptcy, as well as securities litigation costs, net of insurance recovery.
+Added: (6) Includes interest income, interest expense, loss on investments, losses/gains on deconsolidation of subsidiaries, changes in fair value of certain assets and liabilities, and other gains or losses.
+Added: Significant Collaboration Transactions with Related Parties
BiomEdit, LLC
4 unchanged sentences
After the initial closing, BiomEdit may issue up to an additional 1.5 million Series A preferred units (the “Additional Units”) to one or more purchasers reasonably acceptable to the existing holders of Series A preferred units.
−Removed: In a subsequent closing during the first quarter of 2023, BiomEdit sold 0.8 million Additional Units for aggregate proceeds of $ 4.0 million and closed its Series A preferred unit financing.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
+Added: In a subsequent closing in 2023, BiomEdit sold 0.8 million Additional Units for aggregate proceeds of $ 4.0 million and closed its Series A preferred unit financing.
Under the BiomEdit IP Agreement, the Company licensed certain intellectual property to BiomEdit for use in the development or production of BiomEdit’s products that the parties will subsequently agree to research and develop under technical development plans (“TDP”).
11 unchanged sentences
As such, the Company concluded that this represents a substantive profit-sharing arrangement, and the Company is recognizing earnings and losses on the equity method investment using the HLBV method.
−Removed: The Company recorded a $ 1.5 million loss on its equity method investment in BiomEdit during the year ended December 31, 2023, which reduced the carrying value of the equity method investment in BiomEdit to zero .
+Added: The Company recorded a $ 1.5 million loss on its equity method investment in BiomEdit during the year ended December 31, 2023, which reduced the carrying value of the
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: equity method investment in BiomEdit to zero .
There is no commitment for the Company to provide further financial support to BiomEdit, and therefore the carrying value of the equity method investment will not be reduced below zero .
14 unchanged sentences
Further, BiomEdit has rights to intellectual property created as part of each TDP, irrespective of the result of the development.
−Removed: Therefore, each executed
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: TDP underlying a material right consists of one combined performance obligation for the technical research and development services and license to be provided by the Company.
+Added: Therefore, each executed TDP underlying a material right consists of one combined performance obligation for the technical research and development services and license to be provided by the Company.
For each TDP underlying a material right, the transaction price consists of (i) either a fixed fee or, if a cost-plus arrangement, variable consideration for the most likely amount of estimated consideration to be received and (ii) non-cash consideration allocated to the material rights.
4 unchanged sentences
As of December 31, 2024 and 2023, the Company had a deferred revenue balance of $ 7.6 million and $ 7.7 million, respectively, with BiomEdit.
−Removed: During the years ended December 31, 2023 and 2022, the Company recognized revenue of $ 2.2 million and $ 1.0 million, respectively, from services provided to BiomEdit.
+Added: During the years ended December 31, 2024, 2023 and 2022, the Company recognized revenue of $ 0.2 million, $ 2.2 million and $ 1.0 million, respectively, from services provided to BiomEdit.
Summary of Arrangement
1 unchanged sentence
In March 2021, the Company entered into (i) an Intellectual Property Contribution Agreement (“Arcaea IP Agreement”) that granted Arcaea a license to certain of the Company’s intellectual property, (ii) a Technical Development Agreement (“Arcaea TDA”) that establishes the terms under which the Company will provide technical research and development services, and (iii) a Common Unit Issuance Agreement (“Arcaea CUIA”) which compensates the Company for its intellectual property contribution.
−Removed: Contemporaneous with these transactions, Arcaea entered into a Series A Preferred Unit Purchase Agreement under which it sold 1.8 million Series A preferred units to certain of the Company’s investors, for aggregate proceeds of approximately $ 19.5 million.
+Added: Contemporaneous with these transactions, Arcaea entered into a Series A Preferred Unit Purchase Agreement under which it sold 1.8 million Series A preferred units to certain of the Company’s investors, for
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: aggregate proceeds of approximately $ 19.5 million.
The Series A Preferred Unit Purchase Agreement provided for the sale and issuance of up to an additional 7.2 million Series A preferred units subsequent to the initial closing.
13 unchanged sentences
Further, the Company determined the rights to up to an additional 7.2 million common units did not meet the definition of a freestanding financial instrument and are not representative of a derivative.
−Removed: The right to the additional common units is considered variable
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: consideration that is fully constrained at inception and until the contingencies related to the issuance of the additional shares are resolved.
+Added: The right to the additional common units is considered variable consideration that is fully constrained at inception and until the contingencies related to the issuance of the additional shares are resolved.
The Series A preferred units issued by Arcaea receive a liquidation preference prior to common units.
14 unchanged sentences
The Company has allocated approximately $ 1.2 million of the upfront non-cash consideration to each of the ten material rights based on the estimated standalone selling price of the performance obligations.
−Removed: During the year ended December 31, 2021, the additional $ 35.5 million of non-cash consideration, which represents previously constrained variable consideration, was allocated to each of the ten performance obligations under the arrangement with Arcaea of $ 3.6 million each consistent with the initial relative selling price allocation.
+Added: During the year ended
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2021, the additional $ 35.5 million of non-cash consideration, which represents previously constrained variable consideration, was allocated to each of the ten performance obligations under the arrangement with Arcaea of $ 3.6 million each consistent with the initial relative selling price allocation.
Unexercised material rights are recorded as non-current deferred revenue until such time as the parties execute a TDP conveying a commercial license.
10 unchanged sentences
During the years ended December 31, 2024, 2023 and 2022, the Company recognized revenue of $ 4.7 million, $ 6.0 million and $ 13.5 million, respectively, from services provided to Arcaea.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
Allonnia, LLC
11 unchanged sentences
Under the Allonnia TDA, the parties jointly agree, through equal representation on a joint steering committee, on TDPs for specific strains and enzymes, in which the Company will perform agreed upon development services in return for consideration on a fixed fee or cost-plus basis for all services provided.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
Accounting Analysis
12 unchanged sentences
There is no commitment for the Company to provide further financial support to Allonnia and therefore the carrying value of the equity method investment will not be reduced below zero.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
The relationship with Allonnia is a vendor-customer relationship and is within the scope of ASC 606 as the provision of services and corresponding license rights are considered a part of the Company’s ordinary activities and the common units represent non-cash consideration.
16 unchanged sentences
Any revisions to the estimated total budgeted costs to complete, and the resulting impact to revenue recognition, are reflected in the period of the change through a cumulative catch-up adjustment.
−Removed: In 2022, the additional non-cash consideration of $ 12.7 million, which represents previously constrained variable consideration, was allocated to all of the performance obligations consistent with the initial relative selling price allocation and a cumulative catch up was recognized for the TDPs in process.
+Added: In 2023, the additional non-cash consideration of $ 12.7 million, which represents previously constrained variable consideration, was allocated to all of the performance obligations
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: consistent with the initial relative selling price allocation and a cumulative catch up was recognized for the TDPs in process.
As of December 31, 2024 and 2023, the Company had a deferred revenue balance of $ 36.5 million and $ 36.1 million, respectively, with Allonnia.
8 unchanged sentences
The Motif TDA governs the procurement of the Company’s expertise and technical development services to collaborate in the research, development, and commercialization of specified ingredients.
−Removed: Under the Motif TDA, the parties jointly agree
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: on TDPs for specific ingredients, in which the Company will perform agreed upon development services in return for consideration on a fixed fee or cost-plus fixed margin basis for all services provided.
+Added: Under the Motif TDA, the parties jointly agree on TDPs for specific ingredients, in which the Company will perform agreed upon development services in return for consideration on a fixed fee or cost-plus fixed margin basis for all services provided.
At inception, the Company estimated that it would execute ten TDPs with Motif.
15 unchanged sentences
The common stock received under the Motif IP Agreement is considered non-cash consideration and has been recognized at fair value.
−Removed: The Company determined the fair value of the common stock was $ 65.1 million at inception of the agreement with the assistance of a third-party valuation specialist, which was initially recorded as non-current deferred revenue.
+Added: The Company determined the fair value of the common stock was $ 65.1 million at
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: inception of the agreement with the assistance of a third-party valuation specialist, which was initially recorded as non-current deferred revenue.
The option pricing model used a back-solve methodology to determine the total equity value based on the pricing of the Series A financing, which was contemporaneous with the Motif IP Agreement.
10 unchanged sentences
Any revisions to the estimated total budgeted costs to complete, and the resulting impact to revenue recognition, are reflected in the period of the change through a cumulative catch-up adjustment.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: As of December 31, 2023 and 2022, the Company had a deferred revenue balance of $ 45.4 million and $ 52.0 million, respectively, with Motif.
−Removed: During the years ended December 31, 2023, 2022 and 2021, the Company recognized revenue of $ 6.7 million, $ 1.9 million and $ 20.2 million, respectively, from services provided to Motif.
+Added: As of December 31, 2023, the Company had a deferred revenue balance of $ 45.4 million with Motif.
+Added: Effective in August 2024, the Motif IP Agreement and the Motif TDA were mutually terminated with no adjustment to the original consideration.
+Added: As a result, the Company has no further obligation to perform services for Motif and, accordingly, the remaining $ 45.4 million in deferred revenue has been recognized in full as revenue during the year ended December 31, 2024.
+Added: Revenue recognized during the years ended December 31, 2023 and 2022 was $ 6.7 million and $ 1.9 million, respectively.
Genomatica, Inc.
13 unchanged sentences
Further, while the Genomatica FSA replaced the Genomatica Collaboration, any fees that would have been paid to or by the Company under contracts previously governed by the Genomatica Collaboration continued to be shared between the parties.
−Removed: These amounts are either (i) added to, if payable to the Company, or (ii) reduced from, if payable to Genomatica, the balance of the prepaid services over the term of the arrangement, with certain restrictions.
+Added: These amounts are either (i) added to, if payable to the Company, or (ii) reduced from, if payable to Genomatica, the balance of
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: the prepaid services over the term of the arrangement, with certain restrictions.
As of December 31, 2021 and 2020, the Company has received $ 8.3 million and $ 6.9 million, respectively, under the Genomatica FSA.
5 unchanged sentences
Therefore, the Company accounts for the Genomatica preferred stock under the measurement alternative for equity investments that do not have a readily determinable fair value, which in this case is at historical cost.
−Removed: As of December 31, 2023 and 2022, the cost of the investment in Genomatica preferred stock was $ 11.9 million and $ 44.9 million, respectively, and is included in investments on the consolidated balance sheet.
+Added: As of December 31, 2024 and 2023, the cost of the investment in Genomatica preferred stock was zero and $ 11.9 million, respectively, and is included in investments on the consolidated balance sheet.
Under the Genomatica Collaboration, the Company was entitled to receive a portion of fees earned from third party customers of Genomatica that were within the scope of the agreement.
4 unchanged sentences
The Company measured progress based on the cost incurred relative to total forecasted cost.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
The Genomatica FSA represents a modification to the Genomatica Collaboration that resulted in a change in transaction price from milestones to a cost-plus fixed margin structure.
17 unchanged sentences
The agreements may be terminated by mutual agreement, following a change in control, and for breach.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
Joyn Bio was governed by a Board of Managers (“Joyn Bio Board”) comprised of equal representation of the Company and Bayer.
12 unchanged sentences
The initial carrying value of the non-controlling interest was comprised of cash and intellectual property contributions from the other investors of $ 29.7 million, less the $ 8.1 million adjustment for the non-controlling interest holders’ claim on the net assets of Cooksonia.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
Cooksonia accounted for its 50 % equity interest in Joyn Bio as an equity method investment based on the size of its equity interest and its influence on the board of directors.
14 unchanged sentences
Upon the execution of a technical project plan under the Joyn Bio FSA, the arrangement qualified as a contract under ASC 606.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
The Company accounted for each technical project separately.
7 unchanged sentences
Upon dissolution, the Company's deferred revenue balance with Joyn Bio was applied to Bayer’s Technical Development Agreement with the Company.
−Removed: During the years ended December 31, 2022 and 2021, the Company recognized revenue of $ 2.9 million and $ 5.3 million, respectively, from services provided to Joyn Bio for which the balance was applied against deferred revenue.
−Removed: During 2017, the Company terminated its collaborative relationship with Amyris, Inc.
−Removed: (“Amyris”) as provided in the Amyris Collaboration Agreement and executed a settlement arrangement (“Partnership Agreement”) under which the Company is entitled to receive (i) value share payments owed to the Company under the Amyris Collaboration Agreement, (ii) payments of $ 0.8 million each quarter commencing on December 31, 2018 through the quarter ended September 30, 2022, and (iii) payments due under an interest bearing $ 12.0 million promissory note.
−Removed: The parties amended the agreements during the year ended December 31, 2020 to defer certain payments and provide Amyris waivers for noncompliance with certain covenants.
−Removed: As of December 31, 2020, the Company was owed (i) the $ 12.0 million principal balance on the promissory note which matures on October 19, 2022 and (ii) payments under the
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: Partnership Agreement, as amended, which includes quarterly payments of $ 0.2 million to $ 0.3 million through September 2022 and an end of term payment of $ 9.8 million on October 19, 2022.
−Removed: The Company concluded that all amounts due are a settlement for accounting purposes as the payments are being made without any obligation from the Company to Amyris.
−Removed: The balance due on the promissory note and right to payments due under the Partnership Agreement are not recognized in the Company’s financial statements until the gain is realized.
−Removed: The Company recognizes any payments made under the Partnership Agreement and promissory note, including interest, when the cash is received as a component of other income (expense).
−Removed: On November 15, 2021, the Company received a $ 22.8 million payment from Amyris in full settlement of all amounts due under the Partnership Agreement including (i) the $ 12.0 million principal balance on the promissory note and all interest due, (ii) all quarterly payments due under the Partnership Agreement through September 2022 and (iii) an end of term payment of $ 9.8 million.
−Removed: Payments received from Amyris are recorded as gain on settlement of partnership agreement in the consolidated statements of operations and comprehensive loss.
−Removed: Synlogic, Inc.
−Removed: Summary of Arrangement
−Removed: In June 2019, the Company entered into several agreements with Synlogic, a publicly traded clinical-stage biopharmaceutical company focused on advancing drug discovery and development for synthetic biology-derived medicines.
−Removed: The Company entered into a Subscription Agreement with Synlogic whereby it purchased 6.3 million shares of common stock at $ 9.00 per share for a total purchase price of $ 57.1 million, which represented a 19.9 % equity interest in Synlogic.
−Removed: The Company also entered into a Warrant Agreement whereby it received the right to purchase 2.5 million shares of common stock of Synlogic at an exercise price of $ 9.00 per share.
−Removed: The Company made a nonrefundable prepayment related to the exercise price of the warrant equal to $ 8.99 per share for a total payment of $ 22.9 million.
−Removed: The warrant is only exercisable to the extent the Company’s interest in Synlogic does not exceed 19.99 %.
−Removed: The Company also entered into a Foundry Services Agreement (“Synlogic FSA”) whereby Synlogic provided $ 30.0 million in cash as a nonrefundable prepayment for Cell Engineering services.
−Removed: The prepaid Cell Engineering services can be utilized for development of collaboration strains.
−Removed: Services performed under the services agreement will be applied to the prepaid amount based on the contractual rates included in the contract, based on costs incurred plus a fixed margin.
−Removed: Work will be performed under the Synlogic FSA pursuant to TDPs.
−Removed: Each TDP will pursue the development of a specific collaboration strain and/or production protocol.
−Removed: The Synlogic FSA will terminate upon the earlier of the exhaustion of the prepayment amount in full or the fifth anniversary of the effective date of the agreement and may be extended in certain circumstances.
−Removed: On February 8, 2024, Synlogic announced its decision to cease operations and evaluate strategic options for the company.
−Removed: Accounting Analysis
−Removed: The overall arrangement with Synlogic includes the Subscription Agreement whereby the Company purchased shares of Synlogic common stock, the Warrant Agreement whereby the Company prepaid a significant portion of the exercise price of the warrant to purchase Synlogic common stock, which is nonrefundable, and the Synlogic FSA whereby the Company will perform services for Synlogic.
−Removed: The Company concluded that these agreements should be considered one arrangement for accounting purposes as they were entered into at the same time and negotiated as a package with a single commercial objective.
−Removed: At inception, the common stock investment in Synlogic was considered an equity method investment as the Company did not have a controlling financial interest in Synlogic but did have the ability to influence the financial and operating policies through its ownership of common stock.
−Removed: The Company elected to apply the fair value option to account for the equity method investment as the fair value of Synlogic’s common stock is objectively determinable based on quoted market prices in an active market for the identical securities.
−Removed: At inception, the fair value of the equity method investment in Synlogic was recorded at $ 35.8 million as a component of equity method investments on the consolidated balance sheet.
−Removed: In 2021, due to a decrease in the level of ownership, the investment no longer qualifies for the equity method and was reclassified from equity method investments to investments in the consolidated balance sheet, and from loss on equity method investments to loss on investments in the consolidated statements of operations and comprehensive loss for all periods presented.
−Removed: However, the Company continues to apply the fair value option to account for its investments in Synlogic.
−Removed: The Company has also elected to apply the fair value option to account for the warrant to purchase Synlogic common stock, which at inception was recorded at $ 14.4 million as a component of investments on the consolidated balance sheet.
−Removed: See Note 4 for additional information related to the fair value measurements of Synlogic common stock and the Synlogic warrants and
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: Note 5 for additional information related to the net gains and losses recognized during the periods presented related to these securities.
−Removed: The Company concluded that the TDPs represent contracts with a customer and will be accounted for under ASC 606.
−Removed: At inception, Synlogic prepaid $ 30.0 million for services under the Synlogic FSA.
−Removed: The prepaid services were reduced by $ 29.8 million, which represents the excess of the aggregate $ 80.0 million the Company paid to purchase Synlogic’s common stock and warrant over the respective fair values of those instruments.
−Removed: This resulted in a deferred revenue balance of $ 0.2 million at inception, which is being recognized over the period in which the Company will provide services to Synlogic.
−Removed: The Company recognized nominal amounts of revenue during each of the years ended December 31, 2023, 2022 and 2021 from services provided to Synlogic.
−Removed: As of December 31, 2023 and 2022, the Company had a deferred revenue balance of less than $ 0.1 million with Synlogic.
+Added: During the year ended December 31, 2022, the Company recognized revenue of $ 2.9 million from services provided to Joyn Bio for which the balance was applied against deferred revenue.
Employee Benefit Plan
−Removed: The Company has a 401(k) retirement plan covering substantially all employees.
−Removed: Under the retirement plan, employees make voluntary contributions and the Company makes a 5 % non-elective contribution for all employees based on compensation, subject to Internal Revenue Service contribution limits.
−Removed: For the years ended December 31, 2023, 2022 and 2021, the Company contributed $ 8.2 million, $ 6.1 million and $ 3.7 million, respectively, to the retirement plan.
+Added: The Company maintains a 401(k) retirement savings plan for its employees who satisfy certain eligibility requirements.
+Added: Under this plan, the Company makes a 5 % non-elective contribution to all eligible employees equal to up to 5 % of eligible compensation, which fully vests once such eligible participant has completed two years of continuous service.
+Added: Effective January 1, 2024, the 5 % non-elective contribution is capped for employees earning $ 100,000 or more in annual salary, resulting in a maximum employer contribution of $ 5,000 .
+Added: For the years ended December 31, 2024, 2023 and 2022, the Company contributed $ 5.8 million, $ 8.2 million and $ 6.1 million, respectively, to the plan.
For the years ended December 31, 2024, 2023 and 2022, the loss before income taxes consisted of the following (in thousands):
4 unchanged sentences
Total $ ( 547,508 ) $ ( 892,940 ) $ ( 2,121,399 )
−Removed: For the years ended December 31, 2023, 2022 and 2021, the Company recorded the following income tax benefit (in thousands):
+Added: For the years ended December 31, 2024, 2023 and 2022, the Company recorded the following income tax expense (benefit) (in thousands):
Year Ended December 31,
24 unchanged sentences
Year Ended December 31,
−Removed: 2023 2022 2021
Deferred tax assets:
8 unchanged sentences
Investments in subsidiaries 57,534 58,447
−Removed: Tenant allowance — — 2,927
Other 1,232 952
6 unchanged sentences
Lease right-of-use assets ( 98,184 ) ( 52,409 )
−Removed: Basis differences — — ( 1,522 )
Deferred tax liabilities ( 110,389 ) ( 69,692 )
Net deferred taxes $ ( 6,552 ) $ ( 9,313 )
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
Activity in the deferred tax assets valuation allowance is summarized as follows (in thousands):
4 unchanged sentences
Year ended December 31, 2023 $ 833,086 $ ( 121,308 ) $ 711,778
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets.
2 unchanged sentences
The Company reevaluates the positive and negative evidence at each reporting period.
−Removed: The valuation allowance decreased on a net basis by approximately $ 121.3 million during the year ended December 31, 2023 primarily due to the deconsolidation of Zymergen which impacted deferred tax positions related to net operating loss and tax credit carryforwards, lease liabilities and right of use assets, and investments in subsidiaries, partially offset by an increase in the deferred tax asset related to capitalized research and development costs, as required by the Tax Cuts and Jobs Act of 2017.
−Removed: As of December 31, 2023, the Company had federal net operating loss carryforwards of approximately $ 1.0 billion, of which $ 139.2 million will begin to expire in 2029 and $ 884.1 million can be carried forward indefinitely.
−Removed: As of December 31, 2023, the Company had state net operating loss carryforwards of approximately $ 998.2 million, of which $ 869.2 million will begin to expire in 2030 and $ 129.0 million can be carried forward indefinitely.
−Removed: As of December 31, 2023, the Company had foreign net operating losses of approximately $ 1.7 million, which can be carried forward indefinitely.
+Added: The valuation allowance increased on a net basis by $ 60.1 million during the year ended December 31, 2024 primarily due to increases in the deferred tax assets related to net operating loss carryforwards, and capitalized research and development costs as required by the Tax Cuts and Jobs Act of 2017, and decreases in the deferred tax liabilities related to intangible assets due to the sale of Altar SAS, partially offset by decreases in the deferred tax asset related to equity compensation.
+Added: As of December 31, 2024, the Company had federal net operating loss carryforwards of approximately $ 1.2 billion, of which $ 139.2 million will begin to expire in 2029 and $ 1.1 billion can be carried forward indefinitely.
+Added: As of December 31, 2024, the Company had state net operating loss carryforwards of approximately $ 1.2 billion, of which $ 991.7 million will begin to expire in 2030 and $ 162.3 million can be carried forward indefinitely.
As of December 31, 2024, the Company had federal research and development tax credit carryforwards of approximately $ 37.7 million, which will begin to expire in 2029.
2 unchanged sentences
Internal Revenue Code, if a corporation undergoes an ownership change, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income and taxes may be limited.
−Removed: In general, an ownership change generally occurs if there is a cumulative change in its ownership by 5% stockholders that exceeds 50 percentage points over a rolling three-year period.
−Removed: Similar rules may apply under U.S.
−Removed: state tax laws.
The Company may have experienced an ownership change in the past and may experience ownership changes in the future as a result of future transactions in its share capital, some of which may be outside of the Company’s control.
1 unchanged sentence
federal and state taxable income and taxes may be subject to significant limitations.
−Removed: We assess the impact of various tax reform proposals and modifications to existing tax treaties in all jurisdictions where we have operations to determine the potential effect on our business and any assumptions we have made about our future taxable income.
−Removed: We cannot predict whether any specific proposals will be enacted, the terms of any such proposals or what effect, if any, such proposals would have on our business if they were to be enacted.
−Removed: There was no major tax legislation enacted during 2023, in the jurisdictions in which we operate, that will have a material impact on the Company’s consolidated financial statements.
+Added: The Company evaluates the impact of various tax reform proposals and modifications to existing tax treaties in all jurisdictions where it operates to assess their potential effect on its business and assumptions regarding future taxable income.
+Added: The Company cannot predict whether specific proposals will be enacted, the terms of such proposals, or their potential impact on its business if enacted.
+Added: In 2024, no major tax legislation was enacted in the jurisdictions where the Company operates that materially impacted its consolidated financial statements.
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which the Company operates.
7 unchanged sentences
The evaluation of uncertain tax positions is based on factors that include, but are not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: evaluates uncertain tax positions on an annual basis and adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions.
+Added: The Company evaluates uncertain tax positions on an annual basis and adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions.
The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes.
1 unchanged sentence
The Company does not expect a material change in unrecognized tax benefits in the next twelve months.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
Net Loss per Share
−Removed: The Company computes net loss per share of Class A common stock and Class B common stock using the two-class method required for participating securities.
−Removed: The earnings per share amounts are the same for the different classes of common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or liquidation.
−Removed: The calculation of basic and diluted earnings per common share is as follows (in thousands, except per share amounts):
+Added: The calculation of basic and diluted earnings per common share is as follows (in thousands, except share data):
Year Ended December 31,
2 unchanged sentences
stockholders, basic $ ( 547,029 ) $ ( 892,869 ) $ ( 2,104,929 )
−Removed: change in fair value of warrant liabilities — — 58,615
change in fair value of contingent consideration common shares liability — — 3,143
3 unchanged sentences
Effect of dilutive securities:
−Removed: Warrants — — 525
Contingent consideration common shares — — 19,435
3 unchanged sentences
The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to Ginkgo Bioworks Holdings, Inc.
−Removed: common stockholders for the periods presented because including them would have been anti-dilutive (in thousands):
+Added: common stockholders for the periods presented because including them would have been anti-dilutive:
As of December 31,
2024 2023 2022
+Added: Warrants to purchase Class A common stock 1,295,622 1,295,622 1,295,622
Unvested RSUs 3,327,398 3,804,189 3,360,911
−Removed: Ginkgo and Sponsor earnout shares (1)
+Added: Earnout shares (1)
3,794,243 3,803,049 3,919,517
−Removed: Warrants to purchase Class A common stock 51,825 51,825 —
Outstanding stock options 767,520 192,208 317,768
−Removed: Unvested RSAs — 4 183
+Added: Escrow shares (2)
9,205,115 9,095,068 8,893,818
−Removed: (1) Represents earnout shares for which the service-based and/or market-based vesting conditions have not been satisfied.
+Added: (1) Represents employee and non-employee earnout shares for which the service-based and/or market-based vesting conditions have not been satisfied.
+Added: (2) Represents restricted common stock issued in connection with asset acquisitions, held in escrow for indemnification purposes, and subject to forfeiture.
Ginkgo Bioworks Holdings, Inc.
4 unchanged sentences
As of December 31,
−Removed: Accounts receivable:
−Removed: Allonnia $ 322 $ 140
−Removed: Ayana 233 403
−Removed: Arcaea 126 335
−Removed: BiomEdit — 288
−Removed: Other equity investees — 31
−Removed: $ 742 $ 1,558
Deferred revenue, current and non-current:
−Removed: Motif FoodWorks $ 45,426 $ 52,018
Allonnia $ 36,495 $ 36,062
2 unchanged sentences
Genomatica 564 2,018
+Added: Motif FoodWorks — 45,426
+Added: Ayana Bio — 56
Other equity investees — 139
7 unchanged sentences
Genomatica 1,453 4,232 10,861
+Added: Ayana Bio 1,028 1,323 1,266
BiomEdit 197 2,171 1,016
−Removed: Ayana 1,323 1,266 —
−Removed: Verb 584 2,359 —
+Added: Verb Biotics — 584 2,359
Allonnia 126 523 4,332
3 unchanged sentences
Refer to Notes 6 and 16 for additional details on the Company’s investments and equity method investments held in its related parties.
−Removed: Beginning in April 2022, the Company purchased a series of convertible promissory notes from its then equity method investee, Joyn Bio, in the aggregate principal amount of $ 10.0 million for the purpose of financing Joyn Bio's working
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: capital needs.
+Added: Beginning in April 2022, the Company purchased a series of convertible promissory notes from its then equity method investee, Joyn Bio, in the aggregate principal amount of $ 10.0 million for the purpose of financing Joyn Bio's working capital needs.
Each convertible promissory note was unsecured, had a maturity date of March 31, 2023 and an interest rate of 4.5 % per annum.
4 unchanged sentences
During the year ended December 31, 2022, the carrying amount of the notes was reduced by $ 5.3 million, which represents the excess loss on the equity method investment in Joyn Bio over the carrying value of the investment, which has been reduced to zero during the year ended December 31, 2022.
−Removed: The outstanding balance of the notes receivable was effectively settled as part of the business combination transaction with Bayer and Joyn Bio described in Note 3 and was included as part of the consideration paid for the business combination.
−Removed: Subsequent Events
−Removed: On January 18, 2024, the Company, through certain of its affiliates, completed its acquisition of substantially all of Zymergen’s assets, and on February 5, 2024, Zymergen’s plan of liquidation was confirmed by the Bankruptcy Court.
−Removed: All of the Company’s interests in the Zymergen entities were extinguished and terminated as of February 23, 2024.
−Removed: Refer to Note 3 for additional details on the Company’s acquisition of Zymergen's assets.
−Removed: On February 27, 2024 the Company entered into a land and building development and lease agreement whereby the landlord will secure the site and fund the construction and fit out of a biotechnology facility in the Qatar Free Zones.
−Removed: Once the fit out of the space is complete, Ginkgo will lease the space for an 18 year term and pay an annual fixed rent component comprised of 9.5 % of the total facility development costs, which are estimated to be $ 25.0 million, and a variable rent component of 3.5 % of any future annual net revenue generated at the facility.
−Removed: The agreement also contains a $ 5.0 million minimum commitment on capital expenditures due prior to the rent commencement date.
+Added: The outstanding balance of the notes receivable was effectively settled as part of the
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: business combination transaction with Bayer and Joyn Bio described in Note 4 and was included as part of the consideration paid for the business combination.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.