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.
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 lack of a third party valuation in determining whether
or not to pursue the proposed transaction, (iv) the occurrence of any event,
change or other circumstance that could give rise to the termination of the
agreement and plan of merger, (v) the effect of the announcement or pendency of
the transaction on Ginkgo business relationships, performance, and business
generally, (vi) risks that the proposed transaction disrupts current plans of
Ginkgo and potential difficulties in Ginkgo employee retention as a result of
the proposed transaction, (vii) 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, (viii) the ability to maintain the
listing of Soaring Eagle's securities on Nasdaq and the listing of the
post-Business Combination company's securities on
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the foregoing list of factors is not exclusive. The Company and Ginkgo caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither Soaring Eagle nor Ginkgo undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press Release, datedSeptember 14, 2021 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) 3
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