SEC Comment Letter 0000000000-24-006237 to Ginkgo Bioworks Holdings, Inc. (DNA)
Ginkgo Bioworks Holdings, Inc.
Date: May 30, 2024 · CIK: 0001830214 · Accession: 0000000000-24-006237
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-40097
Letter
United States securities and exchange commission logo May 30, 2024 Mark Dmytruk Chief Financial Officer Ginkgo Bioworks Holdings, Inc. 27 Drydock Avenue 8th Floor Boston, MA 02210 Re:Ginkgo Bioworks Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 File No. 001-40097 Dear Mark Dmytruk: We have limited our review of your filings to the financial statements and related disclosures and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for Fiscal Year Ended December 31, 2023 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Research and Development Expenses, page 84 1.Please revise future filings to provide quantitative and qualitative disclosures that give more transparency as to the type of research and development expenses incurred (i.e., by nature or type of expense) which should reconcile to total research and development expenses on your Statements of Operations. Non-GAAP Information, page 86 2.We note your non-GAAP adjustment for merger and acquisition related expenses includes acquired intangible assets expensed as in-process research and development. We believe the adjustment for in-process research and development is inconsistent with Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretation. Please confirm to us you will no longer include the adjustment in any non-GAAP
FirstName LastNameMark Dmytruk Comapany NameGinkgo Bioworks Holdings, Inc. May 30, 2024 Page 2 FirstName LastName Mark Dmytruk Ginkgo Bioworks Holdings, Inc. May 30, 2024 Page 2 financial measure presented in accordance with Item 10(e) of Regulation S-K or Regulation G.
In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Lynn Dicker at 202-551-3616 or Eric Atallah at 202-551-3663 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences
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United States securities and exchange commission logo
May 30, 2024
Mark Dmytruk
Chief Financial Officer
Ginkgo Bioworks Holdings, Inc.
27 Drydock Avenue
8th Floor
Boston, MA 02210
Re:Ginkgo Bioworks Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-40097
Dear Mark Dmytruk:
We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Research and Development Expenses, page 84
1.Please revise future filings to provide quantitative and qualitative disclosures that give
more transparency as to the type of research and development expenses incurred (i.e., by
nature or type of expense) which should reconcile to total research and development
expenses on your Statements of Operations.
Non-GAAP Information, page 86
2.We note your non-GAAP adjustment for merger and acquisition related expenses includes
acquired intangible assets expensed as in-process research and development. We believe
the adjustment for in-process research and development is inconsistent with Question
100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretation.
Please confirm to us you will no longer include the adjustment in any non-GAAP
FirstName LastNameMark Dmytruk
Comapany NameGinkgo Bioworks Holdings, Inc.
May 30, 2024 Page 2
FirstName LastName
Mark Dmytruk
Ginkgo Bioworks Holdings, Inc.
May 30, 2024
Page 2
financial measure presented in accordance with Item 10(e) of Regulation S-K
or Regulation G.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Lynn Dicker at 202-551-3616 or Eric Atallah at 202-551-3663 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences