Ginkgo Bioworks, Inc. entered into definitive agreement to acquire Soaring Eagle Acquisition Corp. (NasdaqCM:SRNG) from Eagle Equity Partners III, LLC and others for $16.7 billion in a reverse merger transaction on May 11, 2021. Under the Merger Agreement, Soaring Eagle has agreed to acquire all of the outstanding equity interests in Ginkgo for approximately $15 billion in aggregate base equity consideration in the form of New Ginkgo common stock (at $10 per share) to be paid at the effective time of the business combination, plus approximately 180 million earn-out shares of New Ginkgo common stock, 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. Soaring Eagle entered into subscription agreements each dated as of May 11, 2021, with certain accredited investors, including an affiliate of Eagle Equity Partners III, LLC (the “Sponsor”) pursuant to which, among other things, Soaring Eagle agreed to issue and sell, in private placements to close immediately prior to the closing of the Business Combination, an aggregate of 77.5 million Class A common shares for $10 per share (the “PIPE Investment”) to the Investors (including 7.5 million Class A common shares to an affiliate of the Sponsor). As of May 14, 2021, Ginkgo Bioworks plans to go public with the stock ticker as "DNA". In connection with and following the execution of the Merger Agreement, certain Ginkgo stockholders entered into Ginkgo stockholder support agreement with Soaring Eagle. Soaring Eagle will be renamed “Ginkgo Bioworks Holdings, Inc.” (New Ginkgo). Ginkgo will continue to be led by co-founder and Chief Executive Officer Jason Kelly and co-founder and President/Chief Operating Officer Reshma Shetty and will retain the rest of the Ginkgo founding team, including Chief Technology Officer Barry Canton, Head of Strategy Austin Che, and the "godfather of synthetic biology", DNA Hacker Tom Knight. Alongside Jason Kelly and Reshma Shetty, the board of directors will be led by a group of deeply experienced operators and public company executives, including: Marijn Dekkers, Arie Belldegrun, Christian Henry, Shyam Sankar and Harry Sloan. Reshma Kewalramani will also join the board upon completion of the merger. Soaring Eagle will change its jurisdiction of incorporation from the Cayman Islands to Delaware.

The transaction is subject to the Soaring Eagle and Ginkgo shareholder approvals, the Registration Statement shall have been declared effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC which remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC which remains pending, the applicable waiting period(s) (and any extension(s) thereof) under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, the shares to be issued in connection with the transactions contemplated hereby shall have been approved for listing on the Listing Exchange (subject only to official notice of issuance thereof), Soaring Eagle closing cash amount shall not be less than the Minimum Soaring Eagle Closing Cash Amount. The merger was approved by Soaring Eagle's Board of Directors on May 7, 2021. The Board of Director of Ginkgo have approved the transaction. The Board of Soaring Eagle recommends its shareholders to vote in favor of the transaction. Soaring Eagle Acquisition Corp. has scheduled the extraordinary general meeting of shareholders in connection with its business combination with Ginkgo Bioworks, Inc. to be held on September 14, 2021. The waiting period applicable under the HSR Act expired on June 24, 2021. SEC has declared effective the Registration Statement on Form S-4 filed by Soaring Eagle. On September 1, 2021, Soaring Eagle provided written notice to The Nasdaq Stock Market LLC of its intention to voluntarily withdraw the listing of its Class A ordinary shares and warrants from Nasdaq and, list the post-Business Combination company's Class A common stock and warrants on the NYSE. As of September 14, 2021, the transaction has been approved by the shareholders of Soaring Eagle Acquisition Corp. The transaction is expected to be completed in third quarter of 2021. The closing the transaction is expected on September 16, 2021. The transaction to generate proceeds of $2.5 billion, which Ginkgo will use to further scale our horizontal platform for cell programming. These proceeds consist of $1.725 billion of cash in the Soaring Eagle trust and a $775 million fully committed PIPE, including anchor investments from Baillie Gifford, Putnam Investments and Morgan Stanley Investment Management. All proceeds generated will go towards building the business.

Joel L. Rubenstein, Jonathan P. Rochwarger, Howard Wettan, Andres Liivak, and James Hu of White & Case LLP acted as legal advisors to Soaring Eagle and Paul Sheridan, Kristen Grannis, Rachel Sheridan, Shagufa Hossain, Emily Taylor, John Chory, Rene de Vera, David Della Rocca, Laura Ferrell, David Tolley, Elizabeth Richards, Betty Pang, Alan Tamarelli, Sarah Gagan, Heather Deixler, James Barrett, Shira Bressler, Erin Brown Jones, Les Carnegie, Peter Todaro and Joseph Simei of Latham & Watkins LLP acted as legal advisor to Ginkgo Bioworks. Allen & Company LLC and Morgan Stanley & Co. LLC are acting as financial advisors, Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Ginkgo. Goldman Sachs & Co. LLC is acting as financial advisor to Soaring Eagle. Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and Allen & Company LLC served as placement agents for Soaring Eagle on the PIPE transaction. Morrow & Co., LLC is acting as proxy solicitor of Soaring Eagle for a fee of $0.04 million, plus disbursements. Continental Stock Transfer & Trust Company is the transfer agent of Soaring Eagle common shares. John Kupiec, Ramey Layne, Julia Petty, Jason McIntosh, David Peck, and Hill Wellford of Vinson & Elkins LLP acted as legal advisors to certain stockholders of Ginkgo Bioworks, Inc. Computershare Trust Company, N.A. is the Transfer Agent for Ginkgo.