Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements Legend
This document contains certain forward-looking statements within the meaning of
the federal securities laws with respect to the proposed Business Combination
between Ginkgo and Soaring Eagle, including statements regarding the number of
shares expected to vote in favor of the business combination and the anticipated
timing of the Special Meeting. These forward-looking statements generally are
identified by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "opportunity," "plan," "may,"
"should," "will," "would," "will be," "will continue," "will likely result," and
similar expressions. Forward-looking statements are predictions, projections and
other statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this document, including but not limited to:
(i) the risk that the transaction may not be completed in a timely manner or at
all, which may adversely affect the price of Soaring Eagle's securities,
(ii) the risk that the transaction may not be completed by Soaring Eagle's
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by Soaring Eagle, (iii) the
failure to satisfy the conditions to the consummation of the transaction,
including the adoption of the agreement and plan of merger by the shareholders
of Soaring Eagle and Ginkgo, the satisfaction of the minimum trust account
amount following redemptions by Soaring Eagle's public shareholders and the
receipt of certain governmental and regulatory approvals, (iv) the lack of a
third party valuation in determining whether or not to pursue the proposed
transaction, (v) the occurrence of any event, change or other circumstance that
could give rise to the termination of the agreement and plan of merger, (vi) the
effect of the announcement or pendency of the transaction on Ginkgo business
relationships, performance, and business generally, (vii) risks that the
proposed transaction disrupts current plans of Ginkgo and potential difficulties
in Ginkgo employee retention as a result of the proposed transaction, (viii) the
outcome of any legal proceedings that may be instituted against Ginkgo or
against Soaring Eagle related to the agreement and plan of merger or the
proposed transaction, (ix) the ability to maintain the listing of Soaring
Eagle's securities on Nasdaq, (x) volatility in the price of Soaring Eagle's
securities due to a variety of factors, including changes in the competitive and
highly regulated industries in which Ginkgo plans to operate, variations in
performance across competitors, changes in laws and regulations affecting
Ginkgo's business and changes in the combined capital structure, (xi) the
ability to implement business plans, forecasts, and other expectations after the
completion of the proposed transaction, and identify and realize additional
opportunities, and (xii) the risk of downturns in demand for products using
synthetic biology. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties
described in the "Risk Factors'' section of Soaring Eagle's proxy
statement/prospectus relating to the transaction, and in Soaring Eagle's other
filings with the
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company filed the
Registration Statement with the
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Business Combination and other matters described in the Registration Statement,
as well as the prospectus relating to the offer and sale of the securities of
the Company to be issued in the Business Combination. The Registration Statement
was declared effective by the
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's shareholders with respect to
the Business Combination. A list of the names of those directors and executive
officers and information regarding their interests in the Company are contained
in the Registration Statement. To the extent that holdings of Soaring Eagle's
securities have changed since the amounts printed in Soaring Eagle's proxy
statement, such changes have been or will be reflected on Statements of Change
in Ownership on Form 4 filed with the
Ginkgo and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination are contained in the Registration Statement.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press Release, datedSeptember 8, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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