SecProbe.io

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 Document Ginkgo Bioworks Holdings, Inc. 27 Drydock Avenue 8th Floor Boston, MA 02210 August 12, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Joshua Gorsky Re: Ginkgo Bioworks Holdings, Inc. Registration Statement on Form S-3 (File No. 333-289390) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Ginkgo Bioworks Holdings, Inc., a Delaware corporation (the “ Company ”), hereby requests that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on August 14, 2025, or as soon as possible thereafter. The Company hereby authorizes Marko Zatylny of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration. Please contact Marko Zatylny (marko.zatylny@ropesgray.com) / telephone: (617) 951-7980 of Ropes & Gray LLP as soon as the registration statement has been declared effective. [ Signature page follows ] Very truly yours, GINKGO BIOWORKS HOLDINGS, INC. By: /s/ Steven Coen Name: Steven Coen Title: Chief Financial Officer [ Signature Page to Acceleration Request ]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 12, 2025

Jason Kelly
Chief Executive Officer
Ginkgo Bioworks Holdings, Inc.
27 Drydock Avenue
8th Floor
Boston, MA 02210

 Re: Ginkgo Bioworks Holdings, Inc.
 Registration Statement on Form S-3
 Filed August 7, 2025
 File No. 333-289390
Dear Jason Kelly:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Marko S. Zatylny
</TEXT>
</DOCUMENT>

July 5, 2024
Jason Kelly
Chief Executive Officer
Ginkgo Bioworks Holdings, Inc.
27 Drydock Avenue
8th Floor
Boston, MA 02210
Re:Ginkgo Bioworks Holdings, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed July 3, 2024
File No. 001-40097
Dear Jason Kelly:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Marko Zatylny

July 3, 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 completed our review of your filings. 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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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June 28, 2024

By EDGAR Submission

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:    Lynn Dicker

Eric Atallah

Division of Corporation Finance, Office of Life Sciences

Re:    GINKGO BIOWORKS HOLDINGS, INC.

    Form 10-K for Fiscal Year Ended December 31, 2023

    File No. 001-40097

Dear Ms. Dicker and Mr. Atallah,

Ginkgo Bioworks Holdings, Inc. (the “Company”) is submitting this letter in response to the comment letter dated May 30, 2024 submitted to the Company from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”), and in response to our letter dated June 13, 2024 and subsequent phone conversation with the Staff on June 26, 2024 regarding the Company’s Annual Report on Form 10-K that was filed with the SEC on February 29, 2024 for the fiscal year ended December 31, 2023. For your convenience, the Staff’s remaining comment is included with our response below.

Form 10-K for the Fiscal Year Ended December 31, 2023

Non-GAAP Information, page 86

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 financial measure presented in accordance with Item 10(e) of Regulation S-K or Regulation G.

Response

After further discussion with the Staff, the Company confirms that it will no longer include the adjustment for in-process research and development in any non-GAAP financial measure presented in accordance with Item 10(e) of Regulation S-K or Regulation G, including with respect to any comparative information presented for prior periods.

***

The Company further acknowledges that it is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

Please contact me at (814) 422-5362 with any questions or further comments regarding the Company’s responses to the Staff’s comments.

Sincerely,

GINKGO BIOWORKS HOLDINGS, INC.

By: /s/ Mark Dmytruk

Name: Mark Dmytruk

Title: Chief Financial Officer

cc:    Karen Tepichin, Ginkgo Bioworks Holdings, Inc.

    Marko Zatylny, Ropes & Gray LLP

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June 13, 2024

By EDGAR Submission

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:    Lynn Dicker

Eric Atallah

Division of Corporation Finance, Office of Life Sciences

Re:    GINKGO BIOWORKS HOLDINGS, INC.

    Form 10-K for Fiscal Year Ended December 31, 2023

    File No. 001-40097

Dear Ms. Dicker and Mr. Atallah,

Ginkgo Bioworks Holdings, Inc. (the “Company”) is submitting this letter in response to the comment letter dated May 30, 2024 submitted to the Company from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) regarding the Company’s Annual Report on Form 10-K that was filed with the SEC on February 29, 2024 for the fiscal year ended December 31, 2023. For your convenience, the Staff’s comments are included with our responses below.

Form 10-K for the 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.

Response

The Company will revise the Research and Development (“R&D”) paragraph under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in future filings, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ending June

30, 2024, to provide additional quantitative and qualitative disclosures to provide more transparency as to the type of R&D expenses incurred, where material or helpful to an understanding of the expense. The Company’s R&D expenses principally relate to the operation, expansion and enhancement of its service offerings of its proprietary platform, that includes its Foundry and Codebase, to its cell engineering customers. These R&D expenses include laboratory supplies, consumables and related services provided under agreements with third parties and in-licensing arrangements, personnel compensation and benefits, rent, facilities, depreciation, software, professional fees and other direct and allocated overhead expenses.  In contrast, the Company does not develop products or candidates in the same manner as many of its customers in the pharmaceutical and biotechnology industries, but instead offers a horizontal platform solution for cell programming, inclusive of hardware, software and biological tools combined with services.  Accordingly, the Company does not expect that any enhanced quantitative and qualitative disclosures regarding material types of research and development expenses incurred will necessitate  a full reconciliation to the total R&D expense for any particular period.

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 financial measure presented in accordance with Item 10(e) of Regulation S-K or Regulation G.

Response

The Company has considered the guidance set forth in Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.  The Company believes that its adjustment for acquired intangible assets expensed as in-process research and development (“IPR&D”) is appropriate and not misleading.

These IPR&D expenses included on the Company’s financial statements are non-cash expenses derived from stock-based payments made to third-parties in connection with the Company’s acquisition of certain intellectual property assets to enhance its Codebase. The Company views these non-cash IPR&D expenses as not reflective of the Company’s core operating performance.

***

The Company further acknowledges that it is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

Please contact me at (814) 422-5362 with any questions or further comments regarding the Company’s responses to the Staff’s comments.

Sincerely,

GINKGO BIOWORKS HOLDINGS, INC.

By: /s/ Mark Dmytruk

Name: Mark Dmytruk

Title: Chief Financial Officer

cc:    Karen Tepichin, Ginkgo Bioworks Holdings, Inc.

    Marko Zatylny, Ropes & Gray LLP

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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Ginkgo Bioworks Holdings, Inc.

27 Drydock Avenue

8th Floor

Boston, MA 02210

May 15, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tim Buchmiller

Re: Ginkgo Bioworks Holdings, Inc.

 Registration Statement on Form S-3 (File No. 333-279280)

 Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Ginkgo Bioworks Holdings, Inc., a Delaware corporation (the “Company”), hereby requests that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on May 17, 2024, or as soon as possible thereafter. The Company hereby authorizes Marko Zatylny of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

Please contact Marko Zatylny (marko.zatylny@ropesgray.com) / telephone: (617) 951-7980 of Ropes & Gray LLP as soon as the registration statement has been declared effective.

[Signature page follows]

Very truly yours,

GINKGO BIOWORKS HOLDINGS, INC.

By:  /s/ Mark Dmytruk

Name:  Mark Dmytruk

Title:  Chief Financial Officer

[Signature Page to Acceleration Request]

United States securities and exchange commission logo
May 14, 2024
Karen Tepichin, Esq.
General Counsel
Ginkgo Bioworks Holdings, Inc.
27 Drydock Avenue
8th Floor
Boston, MA 02210
Re:Ginkgo Bioworks Holdings, Inc.
Registration Statement on Form S-3
Filed May 9, 2024
File No. 333-279280
Dear Karen Tepichin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Marko Zatylny, Esq.

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 Ginkgo Bioworks Holdings, Inc.

27 Drydock Avenue

 8th Floor

Boston, MA 02210

 August 25,
2023

 VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
 Daniel Crawford

          Re:
 Ginkgo Bioworks Holdings, Inc.

 Registration Statement on Form S-3 (File
No. 333-274171)

 Request for Acceleration

Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules
and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Ginkgo Bioworks Holdings, Inc., a Delaware corporation (the “Company”), hereby requests that the effective date for
the registration statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on August 29, 2023, or as soon as possible thereafter. The Company hereby authorizes Marko Zatylny of Ropes &
Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

 Please contact Marko Zatylny (marko.zatylny@ropesgray.com)
/ telephone: (617) 951-7980 of Ropes & Gray LLP as soon as the registration statement has been declared effective.

[Signature page follows]

Very truly yours,

GINKGO BIOWORKS HOLDINGS, INC.

By:

 /s/ Mark Dmytruk

Name:

Mark Dmytruk

Title:

Chief Financial Officer

 [Signature Page to Acceleration Request]

United States securities and exchange commission logo
August 25, 2023
Mark Dmytruk
Chief Financial Officer
Ginkgo Bioworks Holdings, Inc.
27 Drydock Avenue
8th Floor
Boston, MA 02210
Re:Ginkgo Bioworks Holdings, Inc.
Registration Statement on Form S-3
Filed August 23, 2023
File No. 333-274171
Dear Mark Dmytruk:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Marko Zatylny, Esq.

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 Ginkgo Bioworks Holdings, Inc.

27 Drydock Avenue

 8th Floor

Boston, MA 02210

 October 12,
2022

 VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:      Doris Stacey Gama

Re:       Ginkgo Bioworks Holdings, Inc.

Registration Statement on Form S-3 (File No. 333-267743)

 Request for Acceleration

 Ladies and
Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of
1933, as amended, Ginkgo Bioworks Holdings, Inc., a Delaware corporation (the “Company”), hereby requests that the effective date for the registration statement referred to above be accelerated so that it will be declared effective
at 4:00 p.m. Eastern Time on October 14, 2022, or as soon as possible thereafter. The Company hereby authorizes Marko Zatylny or Faiza Rahman of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for
acceleration.

 Please contact Marko Zatylny (marko.zatylny@ropesgray.com) / telephone: (617) 951-7980 of
Ropes & Gray LLP or Faiza Rahman (faiza.rahman@ropesgray.com) / telephone: (212) 596-9517 as soon as the registration statement has been declared effective.

[Signature page follows]

Very truly yours,

GINKGO BIOWORKS HOLDINGS, INC.

By:

/s/ Mark Dmytruk

Name:

Mark Dmytruk

Title:

Chief Financial Officer

 [Signature Page to Acceleration Request]

United States securities and exchange commission logo
October 12, 2022
Mark Dmytruk
Chief Financial Officer
Ginkgo Bioworks Holdings, Inc.
27 Drydock Avenue, 8th Floor
Boston, MA 02210
Re:Ginkgo Bioworks Holdings, Inc.
Registration Statement on Form S-3
Filed October 5, 2022
File No. 333-267743
Dear Mark Dmytruk:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Faiza Rahman, Esq.

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 Ginkgo Bioworks Holdings, Inc.

27 Drydock Avenue

 8th Floor

Boston, MA 02210

September 27, 2022

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Attention:

Christine Westbrook

Re:

 Ginko Bioworks Holdings, Inc.

 Registration
Statement on Form S-1 (File No. 333-267315)

 Request for
Acceleration

 Ladies and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Ginkgo Bioworks Holdings, Inc., a Delaware corporation (the “Company”), hereby
requests that the effective date for the registration statement, as amended, referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on September 29, 2022, or as soon as possible thereafter. The Company
hereby authorizes Marko Zatylny of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

 Please
contact Marko Zatylny (marko.zatylny@ropesgray.com) / telephone: (617) 951-7980 of Ropes & Gray LLP as soon as the registration statement has been declared effective.

 [Signature page follows]

Very truly yours,

GINKGO BIOWORKS HOLDINGS, INC.

By:

 /s/ Mark Dmytruk

Name:

Mark Dmytruk

Title:

Chief Financial Officer

 [Signature Page to
Acceleration Request]

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 ROPES & GRAY LLP

 PRUDENTIAL TOWER

800 BOYLSTON STREET

 BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

 September 22, 2022

 VIA
EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 Office of Life Sciences

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:

 Christine Westbrook

 Joe McCann

Re:

Ginkgo Bioworks Holdings, Inc.

Registration Statement on Form S-1

Filed September 7, 2022

File No. 333-267315

 Ladies and Gentlemen:

 On behalf
of Ginkgo Bioworks Holdings, Inc. (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, set forth below is the Company’s response to
the comment letter to the Company, dated September 19, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) related to the Company’s registration statement on Form S-1 (the “Registration Statement”).

 For reference purposes, the comment contained in the Staff’s letter
dated September 19, 2022 is reproduced below in italics and the response is shown below the comment.

 General

1. Please revise to include financial statements of Zymergen Inc. pursuant to Item 11(e) of Form S-1 or tell
us why you believe inclusion of such financial statements is not required. Additionally, disclose in the summary a more fulsome description of the proposed merger, including the approximate percentage of issued and outstanding shares of Zymergen
held by shareholders who have entered into voting agreements to vote in favor of the merger.

 Response to Comment 1:

The Company determined that the inclusion of financial statements of Zymergen Inc. (“Zymergen”) is not required under Item 11(e) of Form S-1. Item 11(e) requires the inclusion of any financial information required by Rule 3-05 and Article 11 of Regulation S-X. Rule 3-05 of Regulation S-X requires financial statements of recent or probable acquisitions where, for the business acquired or to be acquired, any of the conditions specified in
the definition of significant subsidiary in Rule 1-02(w) of Regulation S-X exceeds 20 percent. Rule 3-05(b)(4) of Regulation
S-X further provides, however, that financial statements of recent or probable acquisitions may be omitted where, for the business acquired or to be acquired, the conditions specified in the definition of
significant subsidiary in Rule 1-02(w) of Regulation S-X is computed at or below the 50 percent level and the consummation of such acquisition has not yet occurred.

 In determining whether financial statements for Zymergen would need to be included, the Company calculated
the significance of Zymergen in accordance with Rule 3-05 of Regulation S-X and determined that although one of the conditions specified in the definition of significant
subsidiary in Rule 1-02(w) of Regulation S-X exceeded 20 percent with respect to Zymergen, none of the conditions exceeded the 50 percent level computed in
accordance with paragraph (b)(3) of Rule 3-05 of Regulation S-X. Furthermore, because the proposed acquisition of Zymergen is still pending shareholder approval and has
not been consummated, the Company concluded Zymergen’s financial statements may be omitted from the Registration Statement. However, considering the availability of Zymergen’s financial information, the Company voluntarily included certain
selected financial information of Zymergen in the Registration Statement.

 In response to the Staff’s comment regarding a more fulsome description of
the proposed merger, the Company proposes to revise the summary beginning on page 9 of the Registration Statement as follows:

 Recent
Developments

 On July 24, 2022, Ginkgo entered into an Agreement and Plan of Merger (the “Zymergen Merger Agreement”)
with Zymergen Inc., a Delaware public benefit corporation (“Zymergen”), and Pepper Merger Subsidiary Inc., a Delaware corporation and an indirect wholly owned subsidiary of Ginkgo (“Pepper”), providing for the merger of Pepper
with and into Zymergen (the “Zymergen Merger”), with Zymergen surviving the Zymergen Merger as a wholly owned subsidiary of Ginkgo.

At the effective time of the Zymergen Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of
Zymergen (“Zymergen Common Stock”) that is issued and outstanding as of immediately prior to the Effective Time (other than certain excluded shares specified in the Zymergen Merger Agreement) will be automatically cancelled, extinguished
and converted into the right to receive 0.9179 of a share of Class A common stock (the “Exchange Ratio”) and cash in lieu of any fractional shares of Ginkgo Class A common stock, without interest. Upon completion of the
Zymergen Merger, former Zymergen stockholders and certain other Zymergen equityholders are expected to own approximately 5.25% of Ginkgo on a fully diluted basis.

In connection with the Zymergen Merger Agreement, on July 24, 2022, each of SVF Excalibur (Cayman) Limited, Data
Collective II, L.P. and certain of its affiliates, and True Ventures IV, L.P. and certain of its affiliates (collectively, the “Signing Stockholders”) entered into a voting agreement with Ginkgo with respect to Zymergen Common Stock
beneficially owned then or in the future by such Signing Stockholder (collectively, the “Voting Agreements”). The Signing Stockholders beneficially own, in the aggregate, approximately 40% of the outstanding shares of Zymergen Common Stock
as of July 24, 2022, and have separately agreed, pursuant to their respective Voting Agreements, among other things, to vote all shares of Zymergen Common Stock beneficially owned and entitled to vote in favor of approval of the
Zymergen Merger Agreement and the Zymergen Merger and the other transactions contemplated by the Zymergen Merger Agreement.

 The
consummation of the Zymergen Merger is subject to the satisfaction or waiver of certain conditions set forth in the Zymergen Merger Agreement, including, among other conditions, the adoption of the Zymergen Merger Agreement by the majority of the
Zymergen stockholders. The special meeting of Zymergen stockholders to consider and vote on the adoption of the Zymergen Merger Agreement will be held on October 17, 2022.

* * *

 We hope that the foregoing has been
responsive to the Staff’s comments. If you have any questions about this letter or require any further information, please contact me at marko.zatylny@ropesgray.com or (617) 951-7980.

Very truly yours,

/s/ Marko S. Zatylny

Marko S. Zatylny

cc:
 Karen Tepichin, Ginkgo Bioworks Holdings, Inc.

United States securities and exchange commission logo
September 19, 2022
Jason Kelly, Ph.D.
Chief Executive Officer
Ginkgo Bioworks Holdings, Inc.
27 Drydock Avenue
8th Floor
Boston, MA 02210
Re:Ginkgo Bioworks Holdings, Inc.
Registration Statement on Form S-1
Filed September 7, 2022
File No. 333-267315
Dear Dr. Kelly:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Registration Statement on Form S-1 filed September 7, 2022
General
1.Please revise to include financial statements of Zymergen Inc. pursuant to Item 11(e) of
Form S-1 or tell us why you believe inclusion of such financial statements is not required.
Additionally, disclose in the summary a more fulsome description of the proposed merger,
including the approximate percentage of issued and outstanding shares of Zymergen held
by shareholders who have entered into voting agreements to vote in favor of the merger.
            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.

 FirstName LastNameJason  Kelly, Ph.D.
 Comapany NameGinkgo Bioworks Holdings, Inc.
 September 19, 2022 Page 2
 FirstName LastName
Jason  Kelly, Ph.D.
Ginkgo Bioworks Holdings, Inc.
September 19, 2022
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Christine Westbrook at 202-551-5019 or Joe McCann at 202-551-
6262 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Marko S. Zatylny, Esq.

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 September 12, 2022

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Ada D. Sarmento

Re:
 Ginkgo Bioworks Holdings, Inc.

Amendment No. 1 to Registration Statement on Form S-4

Filed September 12, 2022

Registration No. 333-267241

Ladies and Gentlemen:

 In accordance with
Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Ginkgo Bioworks Holdings, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration
Statement be accelerated to, and the Registration Statement become effective on, September 14, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

Please contact Marko Zatylny of Ropes & Gray LLP at marko.zatylny@ropesgray.com or (617)
951-7980, or Suni Sreepada of Ropes & Gray LLP at suni.sreepada@ropesgray.com or (212) 596-9960, to provide notice of effectiveness, or if you have any other
questions or concerns regarding this matter.

Sincerely yours,

Ginkgo Bioworks Holdings, Inc.

By:

 /s/ Jason Kelly

Jason Kelly

Chief Executive Officer

cc:
 Karen Tepichin, Ginkgo Bioworks Holdings, Inc.

Marko Zatylny, Ropes & Gray LLP

Suni Sreepada, Ropes & Gray LLP

United States securities and exchange commission logo
September 7, 2022
Jason Kelly
Chief Executive Officer
Ginkgo Bioworks Holdings, Inc.
27 Drydock Avenue, 8th Floor
Boston, MA 02210
Re:Ginkgo Bioworks Holdings, Inc.
Registration Statement on Form S-4
Filed September 2, 2022
File No. 333-267241
Dear Mr. Kelly:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Marko S. Zatylny, Esq.

CORRESP
1
filename1.htm

CORRESP

 Ginkgo Bioworks Holdings, Inc.

27 Drydock Avenue

 8th Floor

Boston, MA 02210

 April 29,
2022

 VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:      Jordan Nimitz

Re:
 Ginkgo Bioworks Holdings, Inc.

Registration Statement on Form S-1 (File No. 333-264129)

 Request for Acceleration

 Ladies and
Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the
Securities Act of 1933, as amended, Ginkgo Bioworks Holdings, Inc., a Delaware corporation (the “Company”), hereby requests that the effective date for the registration statement, as amended, referred to above be accelerated so that
it will be declared effective at 4:00 p.m. Eastern Time on May 3, 2022, or as soon as possible thereafter. The Company hereby authorizes Marko Zatylny of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this
request for acceleration.

 Please contact Marko Zatylny (marko.zatylny@ropesgray.com) / telephone: (617)
951-7980 of Ropes & Gray LLP as soon as the registration statement has been declared effective.

[Signature page follows]

Very truly yours,

GINKGO BIOWORKS HOLDINGS, INC.

By:

/s/ Mark Dmytruk

Name:

Mark Dmytruk

Title:

Chief Financial Officer

 [Signature Page to
Acceleration Request]

United States securities and exchange commission logo
April 11, 2022
Jason Kelly, Ph.D.
Chief Executive Officer
Ginkgo Bioworks Holdings, Inc.
27 Drydock Avenue
8th Floor
Boston, MA 02210
Re:Ginkgo Bioworks Holdings, Inc.
Registration Statement on Form S-1
Filed April 5, 2022
File No. 333-264129
Dear Dr. Kelly:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Jordan Nimitz at 202-551-5831 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Marko Zatylny, Esq.

CORRESP
1
filename1.htm

CORRESP

 Ginkgo Bioworks Holdings Inc.

27 Drydock Avenue, 8th Floor

Boston, MA 02210

 December 8, 2021

Via EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Ginkgo Bioworks Holdings Inc.

Registration Statement on Form S-1

Filed November 24, 2021

File No. 333-261318

To whom it may concern:

 Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended, Ginkgo Bioworks Holdings Inc. (the “Company”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-261318) be accelerated by the Securities and Exchange Commission to 4:30 p.m. Washington D.C. time on December 10, 2021 or as soon as practicable
thereafter.

 *    *    *    *

 The Company requests that it be notified of such effectiveness by a telephone call to Rachel
Sheridan of Latham & Watkins LLP at (202) 637-2139 or to Shagufa Hossain of Latham & Watkins LLP at (202) 637-2323 and that such effectiveness also be
confirmed in writing.

Very truly yours,

Mark Dmytruk

 /s/ Mark Dmytruk

Name: Mark Dmytruk

Title: Chief Financial Officer

cc:
 Karen Tepichin, General Counsel, Ginkgo Bioworks Holdings Inc.

Rachel W. Sheridan, Latham & Watkins LLP

Shagufa R. Hossain, Latham & Watkins LLP

Emily E. Taylor, Latham & Watkins LLP

United States securities and exchange commission logo
December 6, 2021
Mark Dmytruk
Chief Financial Officer
Ginkgo Bioworks Holdings, Inc.
27 Drydock Avenue, 8th Floor
Boston, MA 02210
Re:Ginkgo Bioworks Holdings, Inc.
Registration Statement on Form S-1
Filed November 24, 2021
File No. 333-261318
Dear Mr. Dmytruk:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Michael Davis at 202-551-4385 or Joe McCann at 202-551-6262 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rachel W. Sheridan

CORRESP
1
filename1.htm

CORRESP

 Soaring Eagle Acquisition Corp.

955 Fifth Avenue

 New York, NY
10075

 September 15, 2021

 VIA EDGAR

 Division of Corporation Finance

 Office of Life
Sciences

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Soaring Eagle Acquisition Corp.

Registration Statement on Form S-1, originally filed August 11, 2021

File No. 333-258712

Ladies and Gentlemen:

 Pursuant to Rule 461 of the General
Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Soaring Eagle Acquisition Corp. hereby respectfully requests that the effective date of the above-captioned Registration
Statement on Form S-1, as amended (the “Registration Statement”), be accelerated to, and that the Registration Statement be declared effective at, 4:00 p.m., prevailing Eastern Time, on
September 16, 2021, or as soon as practicable thereafter.

 Please contact Joel Rubinstein (joel.rubinstein@whitecase.com / telephone: (212) 819-7642) or Jonathan Rochwarger (jonathan.rochwarger@whitecase.com / telephone: (212) 819-7643) of White & Case LLP with any questions and please notify one or more
of them when this request for acceleration has been granted to provide notice of effectiveness.

 [Signature Page Follows]

Sincerely,

By:

 /s/ Eli Baker

Name: Eli Baker

Title: President and Chief Financial Officer

cc:
 Joel Rubinstein, White & Case LLP

Jonathan Rochwarger, White & Case LLP

[Signature Page to Acceleration Request]

United States securities and exchange commission logo
August 19, 2021
Harry Sloan
Chief Executive Officer
Soaring Eagle Acquisition Corp.Corp.
955 Fifth Avenue
New York, NY 10075
Re:Soaring Eagle Acquisition Corp.
Registration Statement on Form S-1
Filed August 11, 2021
File No. 333-258712
Dear Mr. Sloan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jonathan Rochwarger, Esq.

CORRESP
1
filename1.htm

CORRESP

 Soaring Eagle Acquisition Corp.

955 Fifth Avenue

 New York, NY
10075

 August 9, 2021

 VIA EDGAR

 Division of Corporation Finance

 Office of
Telecommunications

 Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
 Soaring Eagle Acquisition Corp.

Registration Statement on Form S-4, originally filed May 14, 2021

File No. 333-256121

Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules
and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Soaring Eagle Acquisition Corp. hereby respectfully requests that the effective date of the above-captioned Registration Statement on
Form S-4, as amended (the “Registration Statement”), be accelerated to, and that the Registration Statement be declared effective at, 3:00 p.m., prevailing Eastern Time, on August 11, 2021, or
as soon as practicable thereafter.

 Please contact Joel Rubinstein (joel.rubinstein@whitecase.com / telephone: (212)
819-7642) or Jonathan Rochwarger (jonathan.rochwarger@whitecase.com / telephone: (212) 819-7643) of White & Case LLP with any questions and please notify one or
more of them when this request for acceleration has been granted to provide notice of effectiveness.

 [Signature Page Follows]

Sincerely,

By:

/s/ Eli Baker

Name:

Eli Baker

Title:

Chief Financial Officer

cc:
 Joel Rubinstein, White & Case LLP

Jonathan Rochwarger, White & Case LLP

[Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 August 5, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation Finance

Office of Life Sciences

 100 F Street, NE

Washington, D.C. 20549

Attn:
 Nudrat Salik

  Lynn Dicker

  Christine Westbrook

  Celeste Murphy

Re:
 Soaring Eagle Acquisition Corp.

  Registration Statement on Form S-4

  File No. 333-256121

Ladies and Gentlemen:

 On behalf of our client, Soaring Eagle
Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company”), we file this letter as a follow-up to our discussion with Ms. Salik on August 5, 2021
regarding the above-referenced registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 14, 2021 (the “Registration
Statement”) as amended by Amendment No. 1 filed with the Commission on June 28, 2021, Amendment No. 2 filed with the Commission on July 16, 2021 and Amendment No. 3 filed with the Commission on August 4, 2021
(“Amendment No. 3”). All page references in the responses set forth below refer to page numbers in the Amendment No. 3.

The Company is supplementing its response to Comment #17 set forth in the letter dated June 11, 2021 (the “Comment Letter”) from the
staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the Registration Statement. The Company respectfully advises the Staff that the Company’s response provided to the Staff on
June 28, 2021 remains unchanged. In connection with filing Amendment No. 3, the Company revised its disclosure on page 348 to include a new section captioned “Post-Combination Company Executive Officer and Director
Compensation—Amendment to RSUs under the 2014 Plan,” which specified that while Ginkgo expects its Board to consider amending all awards of restricted stock units outstanding under the 2014 Plan in connection with the closing of the
Business Combination such that the event condition (as described on page 348) will be deemed satisfied, the Ginkgo Board has not approved any such amendment. As no approval from the Ginkgo Board has been received, no adjustment has been made to the
unaudited pro forma condensed financial information included in Amendment No. 3.

 Further, the Company is supplementing its response to the Staff’s Comment #31 contained in the Comment
Letter and reproducing the table below, as well as providing an explanation of how the fair value of recent grants of stock-based awards was determined for the period from April 4 to May 4, 2021 (the last time a stock-based award was
granted prior to the announcement of the Business Combination).

 Grant Date

RSUs Granted

Grant Date Fair Value

 January 1, 2020

352,404

$
111.85

 January 3, 2020

100

$
111.85

 June 25, 2020

28,406

$
111.85

 July 1, 2020

463,490

$
111.85

 September 30, 2020

320,719

$
183.73

 March 2, 2021

97,727

$
246.46

 April 4, 2021

447,598

$
358.46

 April 8, 2021

21,282

$
358.46

 May 4, 2021

21,843

$
358.46

 April 4 to May 4, 2021 RSU Grants

Ginkgo determined that the fair value per share of common stock at the time of each individual grant was $358.46 based on a number of factors, including an
independent third-party valuation of the fair value of the common stock of $358.46 per share as of April 4, 2021. For awards granted from April 4, 2021 through May 4, 2021, a hybrid method was used which considered two scenarios:
(i) a scenario in which the conversion of the convertible preferred stock to common stock occurred through an IPO or merger transaction with a special purpose acquisition company (a “SPAC”) transaction and (ii) a remain
private scenario. In the fully diluted scenario, the equity value in a potential IPO or SPAC transaction was based on the status of term sheet negotiations with the Company. Conversion of the convertible preferred stock to common stock was assumed
in the IPO or SPAC transaction scenario. In the remain private scenario, Ginkgo estimated an equity value based on the guideline public company method under a market approach to determine a step-up from the
Series E convertible preferred stock financing price. In the remain private scenario, equity value was allocated among the convertible preferred stock and common stock using an option pricing method. In addition to considering these two scenarios,
Ginkgo considered the prices paid for its common stock and Series B convertible preferred stock in secondary transactions and Ginkgo included these prices in its weighted average conclusion of value.

The fair value of the common stock was estimated using the following probability weightings: a 68% probability of a fully diluted IPO or SPAC scenario, 23%
probability of a remain private scenario and the remaining 10% to secondary transactions. The probabilities assigned to each scenario were based on management’s estimates of a fully diluted IPO or SPAC transaction occurring within approximately
six months, based on the then status of the negotiations with the Company, and approximately 1.7 years to a liquidity event in the remain private scenario.

Ginkgo applied an incremental discount for lack of marketability (“DLOM”) of 27.2% to reflect the lack of marketability of its common stock
only in the remain private scenario. In the fully diluted scenario, the preferred shares convert to common, so the shares are equally marketable, and the secondary transactions are indicative of a
non-marketable value. Accordingly, there is no DLOM applied to the value in these scenarios.

 2

 * * *

Please do not hesitate to contact Joel Rubinstein at (212) 819-7642 or Jonathan Rochwarger at (212) 819-7643 of White & Case LLP with any questions or comments regarding this letter.

Sincerely,

/s/ White & Case LLP

White & Case LLP

cc:
 Harry E. Sloan, Chief Executive Officer, Soaring Eagle Acquisition Corp.

Eli Baker, Chief Financial Officer, Soaring Eagle Acquisition Corp.

 3

CORRESP
1
filename1.htm

CORRESP

 July 16, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, NE

Washington, D.C. 20549

Attn:
 Nudrat Salik

Lynn Dicker

 Christine Westbrook

 Celeste Murphy

Re:
 Soaring Eagle Acquisition Corp.

Amendment No. 1 to Registration Statement on Form S-4

Dated June 28, 2021

File No. 333-256121

Ladies and Gentlemen:

 On behalf of our client, Soaring Eagle
Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company”), we file herewith Amendment No. 2 (“Amendment No. 2”) to the above-referenced amendment to the registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 28, 2021 (“Amendment No. 1”). Set forth below are the responses of the Company to the comments of
the staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to Amendment No. 1 contained in the Staff’s letter dated July 8, 2021 (the “Comment Letter”).

For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in
the responses set forth below refer to page numbers in the Amendment No. 2.

 Amendment No. 1 to Form
S-4 filed June 28, 2021

 Cover page

1.
 We note your response to comment 1, which we reissue. Please provide on the cover page the anticipated
post-business combination percentage ownership by holders of New Ginkgo Class B common stock.

 Response:
The Company acknowledges the Staff’s comment and has revised the cover page of Amendment No. 2 accordingly.

 U.S. Securities and Exchange Commission

July 16, 2021

 Market and Industry Data, page i

2.
 We note your response to comment 2, which we reissue. Your revisions continue to imply an inappropriate
disclaimer of responsibility with respect to third-party information. Please revise to affirmatively state that you are responsible for the disclosure in your registration statement.

Response: The Company acknowledges the Staff’s comment and has revised the “Market and Industry Data” section of
Amendment No. 2 accordingly.

 Risks Related to Our Organizational Structure and Governance

We are not, and do not intend to become, regulated as an “investment company” under the Investment Company Act of 1940..., page 94

3.
 We note your response to comment 11. You state that as of March 31, 2021, you have investment
securities of approximately $234 million and total assets, exclusive of cash items and U.S. government securities of approximately $807 million. Please provide us with the underlying figures, and assumptions if any, for these calculations
and tell us where they are found in your registration statement.

 Response: The Company acknowledges the
Staff’s comment and respectfully advises the Staff that Ginkgo does not hold itself out as being and is not actually primarily engaged in the business of investing, reinvesting, or trading in securities. Ginkgo is primarily engaged in advancing
synthetic biology and specifically in building a cell programing platform to enable biotechnology applications across diverse markets, from food and agriculture to industrial chemicals to pharmaceuticals. In addition, as of March 31, 2021 (the
“Quarter End Date”) Ginkgo did not hold “investment securities” (as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”)) having a value exceeding 40% of the value of Ginkgo’s
total assets (other than cash and U.S. government securities) on an unconsolidated basis.

 As of the Quarter End Date, Ginkgo held
approximately 29% of the value of its total assets (other than cash and U.S. government securities) in investment securities and the remainder in good operating assets, as well as interests in wholly-owned and controlled subsidiaries and
majority-owned subsidiaries (each, as defined in the Investment Company Act) none of which are investment companies under the Investment Company Act. Ginkgo did not secure control of its wholly-owned or majority-owned subsidiaries primarily for the
purpose of making a profit in the sale of such companies’ securities and Ginkgo does not believe that any wholly-owned subsidiary or majority-owned subsidiary is a “special situation investment company” for purposes of determining
compliance with Section 3(a)(1)(C) of the Investment Company Act.

 Ginkgo’s assets on an unconsolidated basis as of the Quarter
End Date included its ownership interests in three wholly-owned subsidiaries as defined in the Investment Company Act (Gen9, Inc. (“Gen9”) and two non-operational entities), one majority-owned
subsidiary as defined in the Investment Company Act (Allonnia, LLC (“Allonnia”)), and operating assets including property and equipment, inventory,

 2

 U.S. Securities and Exchange Commission

July 16, 2021

receivables that do not bear interest and are received in the ordinary course of business, and prepaid operating expenses that do not bear interest and are received in the ordinary course of
business, as reported in Ginkgo’s Condensed Consolidated Balance Sheet on page F-98 of Amendment No. 2. The interests in the wholly-owned and majority-owned subsidiaries and good operating assets
amounted to approximately $573 million (after adjusting book values to fair market values as described below) and represented approximately 71% of the value of Ginkgo’s total assets (other than cash and U.S. government securities) on an
unconsolidated basis as of the Quarter End Date.

 In addition, Ginkgo held minority ownership interests in six strategic operating partners
(Genomatica, Inc. (“Genomatica”), Motif FoodWorks, Inc. (“Motif”), Synlogic, Inc. (“Synlogic”), Joyn Bio, LLC via Cooksonia HoldCo, LLC, and Kalo Ingredients, LLC (“Kalo”)), as well as interest-bearing loan
receivables that Ginkgo has assumed are investment securities for purposes of determining compliance with Section 3(a)(1)(C) of the Investment Company Act, as reported on pages F-98 and F-114 of Amendment No. 2. The interests in the strategic operating partners and interest-bearing loan receivables amounted to approximately $234 million (after adjusting book values to fair market values
as described below) and represented approximately 29% of the value of Ginkgo’s total assets (other than cash and U.S. government securities) on an unconsolidated basis as of the Quarter End Date. On an unconsolidated basis, the interests in the
wholly-owned subsidiaries, majority-owned subsidiaries, strategic operating partners, operating assets and interest-bearing loan receivables listed above were Ginkgo’s only assets other than cash and cash equivalents as of the Quarter End Date.

 The value of Ginkgo’s total assets for the purposes of determining compliance with Section 3(a)(1)(C) of the Investment Company
Act was approximately $807 million. In determining total assets, the value of Ginkgo’s interests in Gen9, Allonnia, Genomatica, Motif and Kalo was determined in good faith by Ginkgo’s board of directors in accordance with Accounting
Standards Codification 820, Fair Value Measurement with reference to valuations performed by a third party valuation advisor. The value of Ginkgo’s interest in Synlogic was based upon the closing price of Synlogic’s common stock on The
Nasdaq Capital Market as of the Quarter End Date. The remainder of Ginkgo’s assets were valued at the book value of Ginkgo’s interests in such assets as Ginkgo believes its usage of the book value for these assets provides Ginkgo with a
reasonable estimate of the fair market value of such assets.

 Ginkgo reports total GAAP-basis assets of $643 million on p. F-98 of Amendment No. 2 which reconciles to the $807 million figure representing total assets for the purposes of determining compliance with Section 3(a)(1)(C) of the Investment Company Act after
considering the following adjustments: (i) exclusion of cash and equivalents; (ii) adjustment of ownership interests in wholly-owned and majority-owned subsidiaries to fair market value on an unconsolidated basis as described above; and
(iii) adjustment of ownership interests in minority-owned strategic operating partners to fair market value as described above.

Ginkgo’s primary business is represented by its interests in good operating assets, wholly owned and controlled subsidiaries, and
majority-owned subsidiaries, which comprised approximately 71% of Ginkgo’s total assets (other than cash and U.S. government securities) on an unconsolidated basis as of the Quarter End Date. Accordingly, Ginkgo is not an investment company
under Section 3(a)(1)(C) of the Investment Company Act.

 3

 U.S. Securities and Exchange Commission

July 16, 2021

 Intellectual Property, page 252

4.
 We note your response to comment 26, which we reissue. Please revise to identify the processes or methods
covered by your patent portfolio and related expiry, and consider providing tabular disclosure in addition to the narrative provided. Be sure to segregate owned or licensed patents and patent applications. We will not object to explanatory
disclosure highlighting that Ginkgo is a platform and does not itself sell products.

 Response: The Company
acknowledges the Staff’s comment and has revised pages 252-260 of Amendment No. 2 accordingly.

In-License Agreements, page 253

5.
 We note your response to comment 25. Please file your agreements with Amyris, Inc. and Strateos, Inc. as
exhibits to your registration statement or tell us why to believe such filing is not required. Refer to Item 601(b)(10) of Regulation S-K.

Response: The Company respectfully advises the Staff that it has concluded that its agreements with Amyris, Inc. (“Amyris”)
and Strateos, Inc. (“Strateos”) are not material agreements of the type specified under Item 601(b)(10) of Regulation S-K and, as a result, they are not required to be filed as exhibits to Amendment
No. 2. Ginkgo’s use of its non-exclusive license under the Strateos Collaboration Agreement, for instance, currently accounts for only a small percentage of Ginkgo’s total lab operations, and
Ginkgo believes it could procure similar software-related licenses or services from other providers or increase its use of proprietary software tools. As for Ginkgo’s non-exclusive license under its
Partnership Agreement with Amyris, Ginkgo is currently using its license to certain microbial strains for a small number of its cell programs, and in some cases, these microbial strains can be interchanged with other strains as the basis for a
planned cell program. Further, Ginkgo’s license under the Partnership Agreement is subject to any previous exclusive licenses provided by Amyris to third parties, which limits the fields in which Ginkgo may use its license. Both of these
agreements were entered into in the ordinary course of Ginkgo’s business and Ginkgo’s business is not substantially dependent on either of these agreements. Accordingly, Ginkgo has not filed such agreements as exhibits to Amendment
No. 2.

 Note 2. Summary of Significant Accounting Policies

Revenue Recognition, page F-51

6.
 We note your response to comment 32. We note the point in time where the customer obtains control of the
commercialization licenses under your agreements is a significant factor in assessing whether the licenses are distinct from the research and development services in contracts that contain both

 4

 U.S. Securities and Exchange Commission

July 16, 2021

research and development services and licenses. In agreements in which the customer obtains control of the licenses after successful completion of the research and development services, please
help us better understand how you determined that the research and development services are distinct from the license pursuant to ASC
606-10-25-19. Please specifically address how the customer benefits from the research and development services without the
license.

 Response: The Company respectfully advises the Staff that for agreements in which the customer obtains
control of the licenses after successful completion of the research and development services, Ginkgo has concluded that the research and development services are distinct from the license.

ASC 606-10-25-19
indicates that a good or service that is promised to a customer is distinct if both of the following criteria are met:

 a. The customer
can benefit from the good or services either on its own or together with other resources that are readily available (that is, the good or service is capable of being distinct).

b. The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract
(that is, the promise to transfer the good or services is distinct within the context of the contract).

 The research and development
services performed for customers are capable of being distinct as described in ASC 606-10-25-19(a). As discussed in ASC 606-10-25-20, “a customer can benefit from a good or service in accordance with paragraph 606-10-25-19(a) if the good or services could be used, consumed, sold for an amount that is greater than scrap value, or otherwise held in a way that generates economic
benefit.” The customer benefits from performance of the research and development services by being able to determine whether the desired outcome is obtainable or economically feasible. In certain circumstances, the customer is seeking to
understand whether a commercially viable product can be developed using Ginkgo’s technology and process. There is an economic benefit to the customer from Ginkgo performing the research and development services to determine whether a
commercially viable product can be developed.

 The research and development services in these types of customer agreements are also
distinct within the context of the contract as described in ASC 606-10-25-19(b) as they are separately identifiable from the
license. In these types of customer agreements, there are two separate and distinct performance obligations as the customer has separately agreed to pay for research and development services and may or may not receive the benefits of a commercial
license (depending on the outcome of the research and development services). In reaching this conclusion, Ginkgo also considered the guidance in ASC
606-10-25-21 which provides additional factors to consider in making the determination of whether promises in an agreement are
distinct within the context of a contract as described in ASC 606-10-25-19(b). In agreements where control of the commercial
license is transferred after successful completion of the research and development services, there is no significant integration, modification or customization of the license that is transferred. Further, because the services have been completed at
the time control of the license is transferred, there is no interdependence between the license and the services. As a result, the research and development services are considered distinct within the context of the contract.

 5

 U.S. Securities and Exchange Commission

July 16, 2021

 Based on these factors, for these types of customer agreements, Ginkgo believes the research
and development services are distinct as defined in ASC 606-10-25-19. This conclusion is further supported by the economics of
these transactions. Under these agreements, the customers pay for the services provided irrespective of whether the research and development efforts are successful and a commercial license is conveyed.

7.
 We note your response to comment 34. Of the $147.4 million deferred revenue balance at March 31,
2021, we note that Motif, Genomatica, and Allonnia represents approximately $117.9 million based on your disclosures on page F-128. For these three arrangements, please help us better understand which of
the factors existed pursuant to ASC 606-10-32-17 to determine that they do not

United States securities and exchange commission logo
July 8, 2021
Harry E. Sloan
Chief Executive Officer
Soaring Eagle Acquisition Corp.
955 Fifth Avenue
New York, NY 10075
Re:Soaring Eagle Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed June 28, 2021
File No. 333-256121
Dear Mr. Sloan:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Amendment No. 1 to Form S-4 filed June 28, 2021
Cover page
1.We note your response to comment 1, which we reissue. Please provide on the cover page
the anticipated post-business combination percentage ownership by holders of New
Ginkgo Class B common stock.
Market and Industry Data, page i
2.We note your response to comment 2, which we reissue. Your revisions continue to imply
an inappropriate disclaimer of responsibility with respect to third-party information.
Please revise to affirmatively state that you are responsible for the disclosure in your
registration statement.

 FirstName LastNameHarry E. Sloan
 Comapany NameSoaring Eagle Acquisition Corp.
 July 8, 2021 Page 2
 FirstName LastNameHarry E. Sloan
Soaring Eagle Acquisition Corp.
July 8, 2021
Page 2
Risks Related to Our Organizational Structure and Governance
We are not, and do not intend to become, regulated as an "investment company" under the
Investment Company Act of 1940..., page 94
3.We note your response to comment 11. You state that as of March 31, 2021, you have
investment securities of approximately $234 million and total assets, exclusive of cash
items and U.S. government securities of approximately $807 million.  Please provide us
with the underlying figures, and assumptions if any, for these calculations and tell us
where they are found in your registration statement.
Intellectual Property, page 252
4.We note your response to comment 26, which we reissue. Please revise to identify the
processes or methods covered by your patent portfolio and related expiry, and consider
providing tabular disclosure in addition to the narrative provided. Be sure to segregate
owned or licensed patents and patent applications. We will not object to explanatory
disclosure highlighting that Ginkgo is a platform and does not itself sell products.
In-License Agreements, page 253
5.We note your response to comment 25. Please file your agreements with Amyris, Inc. and
Strateos, Inc. as exhibits to your registration statement or tell us why to believe such filing
is not required. Refer to Item 601(b)(10) of Regulation S-K.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-51
6.We note your response to comment 32.  We note the point in time where the customer
obtains control of the commercialization licenses under your agreements is a significant
factor in assessing whether the licenses are distinct from the research and development
services in contracts that contain both research and development services and licenses.  In
agreements in which the customer obtains control of the licenses after successful
completion of the research and development services, please help us better understand
how you determined that the research and development services are distinct from the
license pursuant to ASC 606-10-25-19.   Please specifically address how the customer
benefits from the research and development services without the license.
7.We note your response to comment 34.  Of the $147.4 million deferred revenue balance at
March 31, 2021, we note that Motif, Genomatica, and Allonia represents approximately
$117.9 million based on your disclosures on page F-128.  For these three arrangements,
please help us better understand which of the factors existed pursuant to ASC 606-10-32-
17 to determine that they do not contain a significant financing component.  Your
response should also address the specific terms of the arrangements that you considered in
making this determination and the specific services that these deferred revenue balances
relate to under the arrangements.

 FirstName LastNameHarry E. Sloan
 Comapany NameSoaring Eagle Acquisition Corp.
 July 8, 2021 Page 3
 FirstName LastName
Harry E. Sloan
Soaring Eagle Acquisition Corp.
July 8, 2021
Page 3
Note 17. Significant Collaboration Transactions, page F-79
8.We note your response to comment 40.  We note you were owed funds by Amyris, Inc. in
the form of a $12 million promissory note as well as payments due under a partnership
agreement.  If this promissory note as well as amounts due under the partnership
agreement were not recorded as assets on your balance sheet because there was a
corresponding allowance recorded on account of collectability concerns pursuant to ASC
310, please further clarify in your disclosures.  Alternatively, please further explain why
these payments are being recorded as income as cash is received.
            You may contact Nudrat Salik at 202-551-3692 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Christine Westbrook at 202-551-5019 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jonathan Rochwarger, Esq.

CORRESP
1
filename1.htm

CORRESP

June 28, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attn:
 Nudrat Salik

Lynn Dicker

 Christine Westbrook

 Celeste Murphy

Re:
 Soaring Eagle Acquisition Corp.

Registration Statement on Form S-4

Dated May 14, 2021

File No. 333-256121

Ladies and Gentlemen:

 On behalf of our client, Soaring Eagle
Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company”), we file herewith Amendment No. 1. (“Amendment No. 1”) to the above-referenced registration statement on
Form S-4 filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 14, 2021 (the “Registration Statement”). Set forth below are the responses of
the Company to the comments of the staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the Registration Statement contained in the Staff’s letter dated June 11, 2021 (the
“Comment Letter”).

 For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the
Company’s response. All page references in the responses set forth below refer to page numbers in the Amendment No. 1.

 Cover page

1.
 Please disclose the post-business combination percentage ownership by holders of New Ginkgo Class B
common stock.

 Response: The Company acknowledges the Staff’s comment and has revised the cover page of
Amendment No. 1 accordingly.

 U.S. Securities and Exchange Commission

June 28, 2021

 Market and Industry Data, page i

2.
 We note your statements that you cannot ensure the accuracy and completeness of market and industry data
included in the proxy statement/prospectus, you have not independently verified the data or the underlying assumptions and that shareholders should be aware that any such “market, industry and other similar data may not be reliable.” These
statements may imply an inappropriate disclaimer of responsibility with respect to third-party information. Please revise these statements to remove any implication that shareholders.

Response: The Company acknowledges the Staff’s comment and has revised the “Market and Industry Data” section of
Amendment No. 1 accordingly.

 Questions and Answers About the Merger

Q: What will happen to my SRNG shares as a result of the Business Combination ? , page 21

3.
 We note your disclosure that appears to indicate that holders of SRNG Class B shares are entitled to
receive Earn Out Shares. Please revise to clarify the terms of this arrangement.

 Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 21 and 22 of Amendment No. 1 in response to the Staff’s comment.

Q: What are the conditions to the completion of the Business Combination ? , page 24

4.
 Please revise to identify conditions to the closing of the merger that are subject to waiver.

 Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 24
and 25 of Amendment No. 1 in response to the Staff’s comment.

 Summary of the Proxy Statement/Prospectus

Ginkgo Bioworks, Inc. , page 26

5.
 Please revise to disclose that Ginkgo has a history of net losses and for the most recently completed fiscal
year recorded an accumulated deficit of approximately $467.9 million.

 Response: The Company acknowledges
the Staff’s comment and has revised page 26 of Amendment No. 1 accordingly.

 Simplified Post-Combination Structure , page 28

6.
 Please revise the diagram to indicate the ownership percentage by the PIPE investors and holders of
different classes of New Ginkgo common stock.

 Response: The Company acknowledges the Staff’s comment and
has revised page 28 of Amendment No. 1 accordingly.

 2

 U.S. Securities and Exchange Commission

June 28, 2021

 Interests of SRNG’s Directors and Officers and Others in the Business Combination, page 34

7.
 Please expand your disclosure to discuss the potential conflicts of interest arising from the difference in
price per share paid for founders shares and public shares. For example, since your sponsor acquired a 20% stake at a purchase price of $0.0006 per share and the public price was $10.00 per unit, the sponsor could make a substantial profit if the
merger is completed even if public investors experience substantial losses. Additionally, please expand your disclosure in the last bullet point to quantify the out of pocket expenses incurred to date.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 35, 36, 126 and 127 of Amendment
No. 1 in response to the Staff’s comment.

 Risk Factors

Risks Related to SRNG and the Business Combination

New Ginkgo’s bylaws designates the Court of Chancery of the State of Delaware..., page 51

8.
 We note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the
exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Exchange Act. In this regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. If the provision does not apply to claims arising under the Exchange Act, please also ensure
that the exclusive forum provision in the governing documents states this clearly. Please also expand your disclosure to highlight the risk that your forum selection provisions may increase costs to bring a claim.

Response: The Company acknowledges the Staff’s comment and has revised the risk factor on page 52 of Amendment No. 1 in
response to the Staff’s comment.

 Risks Related to Ginkgo’s Business

The release of genetically modified organisms or materials, whether inadvertent or purposeful..., page 59

9.
 Please expand your disclosure to highlight the risk of consumer negative perception of genetically modified
organisms (GMOs) and the impact such negative perception may have on demand for your platform.

 Response: The
Company acknowledges the Staff’s comment and has revised page 69 of Amendment No. 1 accordingly.

 3

 U.S. Securities and Exchange Commission

June 28, 2021

 Risks Related to Ginkgo’s Customers

Our revenue is concentrated in a limited number of customers, some of which are related parties..., page 62

10.
 Please identify the customers that each accounted for more than 10% of your total revenue and cumulatively
represented 39.% of your total revenue in the most recently completed fiscal year. Address in your disclosure whether loss of one or both of these customers would have a significant impact on your business. Please consider factors in addition to the
direct loss of revenue, such as reputational harm. Additionally, please ensure you describe the material terms of related party agreements covered by Item 404 of Regulation S-K.

Response: The Company acknowledges the Staff’s comment and has revised page 63 of Amendment No. 1 accordingly.

The Company respectfully informs the Staff that the disclosure on pages 342 to 345 of Amendment No. 1 describes the material terms of all
related party agreements covered by Item 404 of Regulation S-K.

 Risks Related to Our Organizational
Structure and Governance

 We are not, and do not intend to become, regulated as an “investment company” under the Investment
Company Act of 1940..., page 93

11.
 Please provide us an analysis to support your conclusion that you do not meet the definition of an
“investment company” under Section 3(a) of the Investment Company Act of 1940.

 Response: The
Company respectfully advises the Staff that for the reasons discussed below, Ginkgo Bioworks, Inc. (“Ginkgo”) is not an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment
Company Act”). An entity generally will be deemed to be an “investment company” for purposes of the Investment Company Act if:

•

 it is an “orthodox” investment company because it is or holds itself out as being engaged primarily, or
proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or

•

 it is an inadvertent investment company because, absent an applicable exemption, it owns or proposes to acquire
investment securities as defined in Section 3(a)(2) of the Investment Company Act having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

 Ginkgo is and holds itself out to be a synthetic biology company engaged primarily in building a cell programing
platform. Ginkgo’s platform enables biotechnology applications across diverse markets, from food and agriculture to industrial chemicals to pharmaceuticals. Ginkgo is also actively supporting a number of biosecurity efforts in response to COVID-19, including vaccine manufacturing optimization, therapeutics discovery, and K-12 pooled testing. Accordingly, Ginkgo is not in the business of investing, reinvesting
or trading in securities. In addition, Ginkgo’s founders are PhD scientists who spend most of their time managing Ginkgo’s research and development activities, cell engineering and biosecurity

 4

 U.S. Securities and Exchange Commission

June 28, 2021

programs, and the business development and operations necessary to support its research and development activities and programs. Accordingly, Ginkgo does not believe that it is, or following the
consummation of the business combination will be, an “orthodox” investment company as defined in Section 3(a)(1)(A) of the Investment Company Act and described in the first bullet point above. Furthermore, Ginkgo believes that on an
unconsolidated basis, less than 40% of its total assets (exclusive of U.S. government securities and cash items) are composed of assets that could be considered investment securities in accordance with Section 3(a)(1)(C) of the Investment
Company Act.

 Under Section 3(a)(1)(C) of the Investment Company Act, “investment company” includes any issuer that “is
engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40 per centum of the value of such issuer’s total
assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.” An “investment security” is defined in Section 3(a)(2) of the Investment Company Act to include any security other than (i) U.S.
government securities, (ii) securities issued by employees’ securities companies, and (iii) securities issued by majority-owned subsidiaries of the owner that are not investment companies and do not rely on the exceptions under
Sections 3(c)(1) or 3(c)(7) of the Investment Company Act.

 As of March 31, 2021, the last date of Ginkgo’s most recent fiscal
quarter (the “Quarter End Date”), and on an unconsolidated basis, Ginkgo held approximately 29% of the total value of its assets (other than cash and U.S. government securities) in investment securities and the remainder in good
operating assets such as property and equipment and an interest in Gen9, Inc. (“Gen9”), a wholly owned and controlled subsidiary of Ginkgo that is not an investment company under the Investment Company Act. None of these remainder
assets, including Ginkgo’s interest in Gen9, are investment securities for purposes of the Investment Company Act. As of the Quarter End Date, the value of Ginkgo’s investment securities amounted to approximately $234 million and the
value of Ginkgo’s total assets, exclusive of cash items and U.S. government securities, amounted to approximately $807 million. Based on the nature of its assets, Ginkgo is not an investment company under Section 3(a)(1)(C) of the
Investment Company Act.

 Gen9 is a DNA assembly platform focused on complex DNA synthesis. Gen9 holds 100% of the value of its non-cash assets in good operating assets such as property and equipment and intellectual property. Consequently, Gen9 is not an investment company because it holds less than 40% of the total value of its assets
(other than cash and U.S. government securities) in investment securities. In determining its status under Section 3(a)(1)(C) of the Investment Company Act, Ginkgo values its assets based on a fair market value determination in accordance with
Accounting Standards Codification 820, Fair Value Measurement. As of June 25, 2021, the value of Ginkgo’s interest in Gen9 was approximately $335 million, as determined in good faith by Ginkgo’s board of directors (the
“Ginkgo Board”) and as confirmed by a valuation of Gen9 performed by a third party valuation advisor. Because Gen9 is not an investment company and is a wholly owned and controlled subsidiary of Ginkgo, Ginkgo’s interest in
Gen9 is not an investment security for purposes of the Investment Company Act.

 5

 U.S. Securities and Exchange Commission

June 28, 2021

 For the reasons above, Ginkgo does not believe that it is an “investment company”
for purposes of the Investment Company Act.

 Background of the Business Combination, page 108

12.
 Revise your disclosure to identify the individuals who negotiated the material terms of the merger on behalf
of SRNG. To the extent Mr. Kazam negotiated with Ginkgo on behalf of SRNG, please discuss the Board’s consideration, if any, of Mr. Kazam’s potential conflicts of interest.

Response: The Company acknowledges the Staff’s comment and has revised page 113 of Amendment No. 1 in response to the
Staff’s comment in order to identify the individuals who negotiated the material terms of the merger on behalf of the Company. Mr. Kazam was not involved in such negotiations because the Company’s negotiations are handled by Messrs.
Sloan and Baker, in the normal course.

13.
 Please revise your disclosure in this section to describe the negotiation of the material terms of the
merger from the initial draft term sheet to the execution of the merger agreement, including the merger consideration of $15 billion and up to 180 million New Ginkgo shares as earn out consideration.

Response: The Company acknowledges the Staff’s comment and has revised page 113 of Amendment No. 1 in response to the
Staff’s comment.

 Financial Analysis

Discounted Cash Flow Analysis Based on Downstream Value Only, page 115

14.
 We note your disclosure that SRNG management performed a discounted cash flow analysis of the cash flows
associated with new programs added to the platform using the New Program Projections provided by Gingko. We note the projected new programs employed by SRNG management in its analysis reflects the number of new programs provided by Ginkgo without
any adjustment. Please expand your disclosure to describe SRNG management’s rationale in adopting these figures for purposes of its analysis.

Response: The Company acknowledges the Staff’s comment and has revised page 118 of Amendment No. 1 in response to the
Staff’s comment. The Company also respectfully points the Staff to page 119 as it describes the sensitivity analysis conducted by the Company’s management.

 6

 U.S. Securities and Exchange Commission

June 28, 2021

 Selected Public Company Analysis Based on Foundry Only, page 117

15.
 We note your disclosure that the selected public company analysis does not take into account any potential
future downstream value but instead focuses solely on the more visible, near-term revenues associated with the Foundry business. Please expand your discussion to explain the rationale for selecting the identified life sciences companies and software
and data companies to inform this analysis. Address in your revisions the rationale for determining that these groupings were analogous to the Foundry business.

Response: The Company acknowledges the Staff’s

United States securities and exchange commission logo
June 11, 2021
Harry E. Sloan
Chief Executive Officer
Soaring Eagle Acquisition Corp.
955 Fifth Avenue
New York, NY 10075
Re:Soaring Eagle Acquisition Corp.
Registration Statement on Form S-4
Filed May 14, 2021
File No. 333-256121
Dear Mr. Sloan:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed May 14, 2021
Cover page
1.Please disclose the post-business combination percentage ownership by holders of New
Ginkgo Class B common stock.
Market and Industry Data, page i
2.We note your statements that you cannot ensure the accuracy and completeness of market
and industry data included in the proxy statement/prospectus, you have not independently
verified the data or the underlying assumptions and that shareholders should be aware that
any such “market, industry and other similar data may not be reliable.” These statements
may imply an inappropriate disclaimer of responsibility with respect to third-party
information. Please revise these statements to remove any implication that shareholders

 FirstName LastNameHarry E. Sloan
 Comapany NameSoaring Eagle Acquisition Corp.
 June 11, 2021 Page 2
 FirstName LastNameHarry E. Sloan
Soaring Eagle Acquisition Corp.
June 11, 2021
Page 2
are not entitled to rely on the information included in your proxy statement/prospectus.
Questions and Answers About the Merger
Q: What will happen to my SRNG shares as a result of the Business Combination ? , page 21
3.We note your disclosure that appears to indicate that holders of SRNG Class B shares are
entitled to receive Earn Out Shares. Please revise to clarify the terms of this arrangement.
Q: What are the conditions to the completion of the Business Combination ? , page 24
4.Please revise to identify conditions to the closing of the merger that are subject to waiver.
Summary of the Proxy Statement/Prospectus
Ginkgo Bioworks, Inc. , page 26
5.Please revise to disclose that Ginkgo has a history of net losses and for the most recently
completed fiscal year recorded an accumulated deficit of approximately $467.9 million.
Simplified Post-Combination Structure , page 28
6.Please revise the diagram to indicate the ownership percentage by the PIPE investors and
holders of different classes of New Ginkgo common stock.
Interests of SRNG's Directors and Officers and Others in the Business Combination, page 34
7.Please expand your disclosure to discuss the potential conflicts of interest arising from the
difference in price per share paid for founders shares and public shares. For example,
since your sponsor acquired a 20% stake at a purchase price of $0.0006 per share and the
public price was $10.00 per unit, the sponsor could make a substantial profit if the merger
is completed even if public investors experience substantial losses. Additionally, please
expand your disclosure in the last bullet point to quantify the out of pocket expenses
incurred to date.
Risk Factors
Risks Related to SRNG and the Business Combination
New Ginkgo's bylaws designates the Court of Chancery of the State of Delaware..., page 51
8.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please disclose whether this provision applies to actions arising under the
Exchange Act. In this regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. If the provision does not
apply to claims arising under the Exchange Act, please also ensure that the exclusive
forum provision in the governing documents states this clearly. Please also expand your
disclosure to highlight the risk that your forum selection provisions may increase costs to

 FirstName LastNameHarry E. Sloan
 Comapany NameSoaring Eagle Acquisition Corp.
 June 11, 2021 Page 3
 FirstName LastNameHarry E. Sloan
Soaring Eagle Acquisition Corp.
June 11, 2021
Page 3
bring a claim.
Risks Related to Ginkgo's Business
The release of genetically modified organisms or materials, whether inadvertent or purposeful...,
page 59
9.Please expand your disclosure to highlight the risk of consumer negative perception of
genetically modified organisms (GMOs) and the impact such negative perception may
have on demand for your platform.
Risks Related to Ginkgo’s Customers
Our revenue is concentrated in a limited number of customers, some of which are related
parties..., page 62
10.Please identify the customers that each accounted for more than 10% of your total revenue
and cumulatively represented 39.% of your total revenue in the most recently completed
fiscal year. Address in your disclosure whether loss of one or both of these customers
would have a significant impact on your business. Please consider factors in addition to
the direct loss of revenue, such as reputational harm. Additionally, please ensure you
describe the material terms of related party agreements covered by Item 404 of Regulation
S-K.
Risks Related to Our Organizational Structure and Governance
We are not, and do not intend to become, regulated as an "investment company" under the
Investment Company Act of 1940..., page 93
11.Please provide us an analysis to support your conclusion that you do not meet the
definition of an “investment company” under Section 3(a) of the Investment Company
Act of 1940.
Background of the Business Combination, page 108
12.Revise your disclosure to identify the individuals who negotiated the material terms of the
merger on behalf of SRNG. To the extent Mr. Kazam negotiated with Ginkgo on behalf of
SRNG, please discuss the Board’s consideration, if any, of Mr. Kazam’s potential
conflicts of interest.
13.Please revise your disclosure in this section to describe the negotiation of the material
terms of the merger from the initial draft term sheet to the execution of the merger
agreement, including the merger consideration of $15 billion and up to 180 million New
Ginkgo shares as earn out consideration.
Financial Analysis
Discounted Cash Flow Analysis Based on Downstream Value Only, page 115
14.We note your disclosure that SRNG management performed a discounted cash flow

 FirstName LastNameHarry E. Sloan
 Comapany NameSoaring Eagle Acquisition Corp.
 June 11, 2021 Page 4
 FirstName LastNameHarry E. Sloan
Soaring Eagle Acquisition Corp.
June 11, 2021
Page 4
analysis of the cash flows associated with new programs added to the platform using the
New Program Projections provided by Gingko. We note the projected new programs
employed by SRNG management in its  analysis reflects the number of new programs
provided by Ginkgo without any adjustment. Please expand your disclosure to describe
SRNG management’s rationale in adopting these figures for purposes of its analysis.

Selected Public Company Analysis Based on Foundry Only, page 117
15.We note your disclosure that the selected public company analysis does not take into
account any potential future downstream value but instead focuses solely on the more
visible, near-term revenues associated with the Foundry business. Please expand your
discussion to explain the rationale for selecting the identified life sciences companies and
software and data companies to inform this analysis. Address in your revisions the
rationale for determining that these groupings were analogous to the Foundry business.
Certain Projected Financial Information, page 119
16.We note your disclosure that the Ginkgo Projections are based on certain assumptions.
Please revise to specifically describe the assumptions underlying the projections rather
than list inputs that may be variable due to risks or uncertainty.
Unaudited Pro Forma Condensed Combined Financial Information, page 172
17.We note your disclosures on page 179 that the unaudited pro forma condensed combined
financial information do not reflect an adjustment for the modification of Ginkgo’s equity
awards.  Please tell us your consideration for disclosing the potential financial statement
impact of the modification on your pro forma financial information.
18.On page 174 you present a summary of the pro forma New Ginkgo Class A and Class B
common stock shares outstanding under the two scenarios.  Please address the following:
•In regards to the SRNG shares underlying public and private warrants, please provide
disclosures in the pro forma financial information disclosing the material terms of
these warrants, including when they could be exercised and expire; and
•You discuss the impact that SRNG shareholders’ redemption of SRNG Class A
ordinary shares in connection with the Business Combination will have on the
number of shares that the Sponsor will initially receive.  For example, if the
redemption is in the amount of no greater than $387.5 million, the Sponsor will
initially receive a number of shares of Class A common stock of New Ginkgo equal
to 70% of the SRNG Class B ordinary shares it owns prior to the Closing, or
30,082,500 shares.  Please clarify in your disclosures how these shares and
adjustments are reflected in the table on page 174.

 FirstName LastNameHarry E. Sloan
 Comapany NameSoaring Eagle Acquisition Corp.
 June 11, 2021 Page 5
 FirstName LastNameHarry E. Sloan
Soaring Eagle Acquisition Corp.
June 11, 2021
Page 5
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 4. Net Loss Per Share, page 181
19.You disclose that the unaudited pro forma condensed combined financial statements
follow the two-class method when computing net loss per share as New Ginkgo will issue
shares that meet the definition of participating securities.  Please further clarify what
shares you are referring to in these disclosures.
20.Note (2) to the table showing the calculation of pro forma weighted average shares
outstanding indicates that the calculation excludes 180.0 million and 12.9 million under
no redemption (18.5 million under the maximum redemption scenario) Earnout Shares for
Ginkgo and SRNG, respectively, as these are not participating securities and result in anti-
dilution.  Please clarify in your disclosures your basis for stating that these are not
participating securities and any assumptions you are relying upon in making this
determination.
A Letter from Ginkgo's Founders, page 200
21.We note your disclosure that you “plan to scale to 100s of new programs annually in the
next few years” and in doing so, “[you] will become the industry standard ecosystem for
programming cells.” We note other statements that imply assured growth, e.g. on page
227 where you state, “the output of the platform increased by over 3x per year for 5 years
[and] we expect that kind of scaling to continue” and on page 240 where you state you are
“ushering in a new paradigm for cell programming” and “are now at an inflection point
where [you] believe [you] have the opportunity to become the industry standard.” Your
proxy statement/prospectus should present a balanced discussion of your business. Please
revise your disclosure here and throughout your proxy statement/prospectus to balance
your prominent discussion of your competitive strengths and growth strategy with a
discussion of the challenges you face in advancing your platform’s capabilities and
securing customer growth. Address in your revisions the risk that you may fail to meet
customer specifications, that your customer base may not increase as planned, you may be
unsuccessful in securing new business from established customers, there is uncertainty
with regard to market acceptance of products derived from engineered organisms and
other risks identified in Note 1 to Ginkgo’s audited financial statements.
Information About Ginkgo
The Impact of Cell Programming, page 211
22.We note your reference to the success of vaccines against the SARS-CoV-2 virus. Here
and elsewhere that you discuss the use of cell programming, please revise to make clear
that your platform was not involved, as applicable.

 FirstName LastNameHarry E. Sloan
 Comapany NameSoaring Eagle Acquisition Corp.
 June 11, 2021 Page 6
 FirstName LastNameHarry E. Sloan
Soaring Eagle Acquisition Corp.
June 11, 2021
Page 6
An Ecosystem to Support Cell Programmers
Access to Capital, page 232
23.We note your disclosure that you plan to leverage Ginkgo’s balance sheet and to partner
with investors to provide capital to other companies. Please add related disclosure under
an appropriate heading in the Risk Factors section highlighting the risks related to
providing financing to such companies.
Competition, page 244
24.We note your discussion of categories of competitors. Please expand your disclosure to
identify specific competitors.

Intellectual Property, page 245
25.Please disclose the material terms of your in-license agreements, as referenced in the risk
factor on page 74.

26.With respect to your material patents, revise to disclose the products or processes to which
such patents relate, the scope of patent protection, jurisdiction for foreign patents and
patent expiry. Please consider disclosure in a tabular format by patent family or other
grouping in addition to your narrative disclosure.
Government Regulations, page 247
27.Please expand your disclosure to discuss the requirements of the Federal Select Agent
Program, as referenced in the risk factor on page 59, and U.S. Food & Drug
Administration, Environmental Protection Agency and U.S. Department of Agriculture
regulation of GMOs, as referenced in the risk factor on page 67.
Suppliers, page 247
28.Please disclose the material terms of your supply agreements with each of Twist
Bioscience Corporation, Thermo Fisher Scientific Inc., Berkeley Lights Inc. and Fermic,
s.a. de.c.v., as referenced in the risk factor on page 57. Please also file these agreements as
exhibits to your registration statement or tell us why you believe such filing is not
required. Refer to Item 601(b)(10) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Ginkgo
Overview, page 252
29.We note your disclosure on page 55 that you “engage in conversations with companies
regarding potential customer collaborations on an ongoing basis.” Please describe your
business development operations, compensation programs for related personnel and how

 FirstName LastNameHarry E. Sloan
 Comapany NameSoaring Eagle Acquisition Corp.
 June 11, 2021 Page 7
 FirstName LastNameHarry E. Sloan
Soaring Eagle Acquisition Corp.
June 11, 2021
Page 7
you plan to grow your customer base. Please avoid conclusory statements such as “lower
[program] costs, in turn, drive additional demand for our cell programming capabilities,”
as referenced on page 253.
Platform Ventures , page 254
30.Please revise to quantify your investments in Joyn Bio, LLC and Motif FoodWorks, Inc.
Please also quantify your investments in your “structured partnerships” with Genomatica,
Inc. and Synlogic, Inc., as discussed on page 255. Additionally, please revise to disclose
the material terms of your agreements with such entities and file these agreements as
exhibits to your registration statement or tell us why you believe such filing is not
required.
Critical Accounting Policies and Estimates
Determination of Fair Value of Common Stock, pag

CORRESP
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CORRESP

 Goldman Sachs & Co. LLC

200 West Street

 New York, New York 10282

February 22, 2021

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Jonathan Burr

Re:
 Soaring Eagle Acquisition Corp.

Registration Statement on Form S-1

Filed December 23, 2020, as amended

File No. 333-251661

Dear Mr. Burr:

 Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby joins in the request of Soaring Eagle Acquisition Corp. that the effective date of the
above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. New York time on February 23, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that they intend to distribute approximately 2,250 copies of
the Preliminary Prospectus dated February 22, 2021 to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended.

 * * *

[Signature Page Follows]

 Very truly yours,

 Goldman Sachs & Co. LLC

By:

 /s/ Olympia McNerney

 Name:

 Olympia McNerney

 Title:

 Managing Director

 [Signature Page to Acceleration Request Letter]

CORRESP
1
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CORRESP

 Soaring Eagle Acquisition Corp.

2121 Avenue of the Stars, Suite 2300

Los Angeles, CA 90067

February 22, 2021

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 Office of Real Estate and Construction

100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Jonathan Burr

Pamela Howell

Re:
 Soaring Eagle Acquisition Corp.

Registration Statement on Form S-1

Filed December 23, 2020, as amended

File No. 333-251661

Ladies and Gentlemen:

 Pursuant to Rule 461 of
the rules and regulations promulgated under the Securities Act of 1933, as amended, Soaring Eagle Acquisition Corp. respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to
become effective at 4:00 p.m. Washington D.C. time on February 23, 2021, or as soon thereafter as practicable.

 Please call
Daniel Nussen of White & Case LLP at (213) 620-7796 to provide notice of the effectiveness of the Registration Statement.

[Signature Page Follows]

Very truly yours,

Soaring Eagle Acquisition Corp.

By:

/s/ Harry E. Sloan

Name: Harry E. Sloan

Title: Chief Executive Officer

cc:
 Daniel Nussen, White & Case LLP

[Signature Page to Acceleration Request]

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CORRESP

 February 18, 2021

VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporate Finance

 Office of Real Estate & Construction

100 F Street, NE

 Washington, D.C. 20549

Attn:
 Jonathan Burr

 Pamela Howell

Re:
 Soaring Eagle Acquisition Corp.

 Amendment No. 2 to Registration Statement on Form S-1

 Filed February 11, 2021

 File No. 333-251661

Ladies and Gentlemen:

 On behalf of our client,
Soaring Eagle Acquisition Corp. (the “Company”), we are writing to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the
“Staff”) with respect to the above-referenced registration statement on Form S-1 filed on February 11, 2021 (the “Registration Statement”), contained in the Staff’s letter dated
February 17, 2021 (the “Comment Letter”).

 Each comment contained in the Comment Letter is printed below in bold and is
followed by the Company’s response. Capitalized terms used but not defined herein have the meanings set forth in the Registration Statement.

Amendment No. 2 to Registration Statement on Form S-1 filed February 11,
2021

 General

1.
 We note that you have entered into forward purchase agreements with certain institutional investors. Please
identify the forward purchasers.

 Response: As set forth in Appendix A hereto, we will identify the forward purchasers
in an amendment to the Registration Statement.

2.
 We note that the maximum amount of the forward purchaser’s commitment will be equal to the total price
paid for units by the forward purchaser in this offering. Please tell us whether there are any indications of interest. If so, please disclose.

Response: As set forth in Appendix A hereto, we will include the language below in an amendment to the Registration Statement:

 United States Securities and Exchange Commission

February 18, 2021

 “Each of the forward purchasers has indicated to us an interest to purchase up to 9.9% of the units sold
in this offering (excluding any units sold pursuant to the exercise of the underwriters’ over-allotment option) at the public offering price. However, indications of interest are not binding agreements or commitments to purchase and the forward
purchasers may decide not to purchase any units in this offering. In addition, the underwriters could determine to sell fewer units to each forward purchaser than it indicated an interest in purchasing or could determine not to sell any units to
each forward purchaser.”

3.
 We note that the forward purchase agreement is based off a minimum and maximum formula. It appears that
depending on the gross proceeds from any private placement in connection with your initial business combination and the amount of units that the forward purchaser purchases in this offering, the minimum aggregate number of forward purchase shares
could exceed the maximum. Please provide more detail around the calculation of the amount of forward purchase shares including a discussion of what will occur if the maximum amount of forward purchase shares is less than the minimum.

 Response: As set forth in Appendix A hereto, we will include the language below in an amendment to the Registration
Statement in order to provide more detail on the calculation of the amount of forward purchase shares:

 “If each of the forward purchasers accepts
such offer, it will commit to purchase at least a minimum aggregate number of forward purchase shares at $10.00 per share equal to the lesser of (i) 10% of the gross proceeds from any private placement that we may close in connection with our
initial business combination and (ii) the total price paid by such forward purchaser for its purchase of any units in this offering (the “minimum aggregate amount”) and up to a maximum aggregate amount equal to
the total price paid by such forward purchaser for its purchase of any units in this offering (the “maximum aggregate amount”).”

If you have any questions related to this letter, please do not hesitate to contact Joel Rubinstein at (212)
819-7642, Jonathan Rochwarger at (212) 819-7643 or Daniel Nussen at (213) 620-7796 of White & Case LLP.

Sincerely,

 /s/White & Case LLP

White & Case LLP

 cc: Eli Baker, Chief
Financial Officer, Soaring Eagle Acquisition Corp.

 2

 United States Securities and Exchange Commission

February 18, 2021

 Appendix A

 3

 We have entered into forward purchase agreements pursuant to which we may elect, in our sole
discretion, to offer certain institutional investors[            ], [            ] and
[            ] (“the forward purchasers”) the opportunity to purchase Class A ordinary shares (the “forward purchase shares”) in connection with our initial
business combination. If each of the forward purchasers accepts such offer, it will commit to purchase at least a minimum aggregate number of forward purchase shares at $10.00 per share equal to the lesser of (i) 10% of the gross
proceeds from any private placement that we may close in connection with our initial business combination (ii) the total price paid by such forward purchaser for its purchase of any units in this offering (the “minimum aggregate
amount”) and up to a maximum aggregate amount equal to the total price paid by such forward purchaser for its purchase of any units in this offering (the “maximum aggregate amount”). Each forward purchase agreement is subject to
conditions, including each forward purchaser specifying the amount of shares between the minimum aggregate amount and maximum aggregate amount (the “specified amount”) it wishes to purchase after we notify such forward purchaser of our
intention to offer it the opportunity to purchase forward purchase shares. We may specify, in our sole discretion and at any time prior to or after such forward purchaser has indicated its specified amount, an amount below the specified amount that
we are willing to sell to such forward purchaser. Such forward purchaser may choose to accept or reject our offer to purchase the forward purchase shares in its sole discretion. The forward purchase shares will be identical to the Class A
ordinary shares included in the units being sold in this offering, except the forward purchase shares will be subject to transfer restrictions and certain registration rights. The proceeds from the sale of these forward purchase shares, together
with the amounts available to us from the trust account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by us in connection with the business combination, may be used to satisfy the cash
requirements of the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes.

Each of the forward purchasers has indicated to us an interest to purchase up to 9.9% of the units sold in this offering (excluding any units sold
pursuant to the exercise of the underwriters’ over allotment option) at the public offering price. However, indications of interest are not binding agreements or commitments to purchase and the forward purchasers may decide not to purchase any
units in this offering. In addition, the underwriters could determine to sell fewer units to each forward purchaser than it indicated an interest in purchasing or could determine not to sell any units to each forward purchaser.

Our initial shareholders, which include our sponsor, currently own an aggregate of 43,125,000 Class B ordinary shares, up to 5,625,000 of which will
be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters’ over- allotment option is exercised, which will automatically convert into Class A ordinary shares concurrently
with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Prior to the
closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands. On any other
matters submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a
single class, except as required by law.

 Currently, there is no public market for our units, Class A ordinary shares or warrants. We have
applied to have our units listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “SRNGU.” We expect that our units will be listed on Nasdaq on or promptly after the date of this prospectus. We cannot guarantee that our securities
will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Goldman Sachs & Co. LLC, the
representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we
expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “SRNG” and “SRNGW” respectively.

 We are an
“emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of
risk. See “Risk Factors” beginning on page 39 for a discussion of

information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check
offerings.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Unit

Total

 Public offering price

$
10.00

$
1,500,000,000

 Underwriting discounts and commissions(1)

$
0.50

$
75,000,000

 Proceeds, before expenses, to us

$
9.50

$
1,425,000,000

(1)
 Includes $0.15 per unit, or $22,500,000 in the aggregate (or $25,875,000 if the underwriters’ over-allotment option
is exercised in full), payable to the underwriters upon the closing of this offering. Also includes $0.35 per unit, or $52,500,000 in the aggregate (or up to $60,375,000 in the aggregate if the underwriters’ over-allotment option is
exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also
“Underwriting” for a description of compensation and other items of value payable to the underwriters.

 Of the proceeds
we receive from this offering and the sale of the private placement warrants described in this prospectus, $1,500,000,000, or $1,725,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will
be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $22,500,000 in underwriting discounts and commissions payable upon the closing of this
offering (or $25,875,000 if the underwriters’ over-allotment option is exercised in full) and an aggregate of $3,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of
this offering.

 The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the
purchasers on or about                  , 2021.

 Sole Book-Running
Manager

 Goldman Sachs & Co. LLC

                    , 2021

United States securities and exchange commission logo
February 17, 2021
Eli Baker
Chief Financial Officer
Soaring Eagle Acquisition Corp.
2121 Avenue of the Stars, Suite 2300
Los Angeles, CA 90067
Re:Soaring Eagle Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed February 11, 2021
File No. 333-251661
Dear Mr. Baker:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 19, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed February 11, 2021
General
1.We note that you have entered into forward purchase agreements with certain institutional
investors.  Please identify the forward purchasers.
2.We note that the maximum amount of the forward purchaser's commitment will be equal
to the total price paid for units by the forward purchaser in this offering.  Please tell us
whether there are any indications of interest.  If so, please disclose.
3.We note that the forward purchase agreement is based off a minimum and maximum
formula.  It appears that depending on the gross proceeds from any private placement in
connection with your initial business combination and the amount of units that the forward

 FirstName LastNameEli Baker
 Comapany NameSoaring Eagle Acquisition Corp.
 February 17, 2021 Page 2
 FirstName LastName
Eli Baker
Soaring Eagle Acquisition Corp.
February 17, 2021
Page 2
purchaser purchases in this offering, the minimum aggregate number of forward purchase
shares could exceed the maximum.  Please provide more detail around the calculation of
the amount of forward purchase shares including a discussion of what will occur if the
maximum amount of forward purchase shares is less than the minimum.
            You may contact Eric McPhee at 202-551-3693 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jonathan Burr at 202-551-5833 or Pamela Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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filename1.htm

CORRESP

 February 11, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporate Finance

 Office of Real
Estate & Construction

 100 F Street, NE

 Washington,
D.C. 20549

Attn:
 Jonathan Burr

 Pamela Howell

Re:
 Soaring Eagle Acquisition Corp.

 Registration Statement on Form S-1

 Filed December 23, 2020

 File No. 333-251661

Ladies and Gentlemen:

 On behalf of our client,
Soaring Eagle Acquisition Corp. (the “Company”), we are writing to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the
“Staff”) with respect to the above-referenced registration statement on Form S-1 filed on December 23, 2020 (the “Registration Statement”), contained in the Staff’s letter dated
January 19, 2021 (the “Comment Letter”).

 Each comment contained in the Comment Letter is printed below in bold and is
followed by the Company’s response. All page references in the responses set forth below refer to page numbers in amendment no. 1 to the Registration Statement as filed on January 26, 2021 (the “Amendment”). Capitalized terms
used but not defined herein have the meanings set forth in the Registration Statement.

 Registration Statement on Form
S-1 filed December 23, 2020

 General

1.
 We note your response to comment 1. We do not believe that aspects of your offering would comply with
Nasdaq’s current listing standard, IM-5101-2.

Response: The Company respectfully advises the Staff that it has revised the disclosure throughout the Amendment to remove the Company’s ability to
effect a spin-off, which the Company believes brings all aspects of the offering into compliance with Nasdaq’s current listing standard.

 United States Securities and Exchange Commission

February 11, 2021

 Spin-Off, page 121

2.
 We note your response to comment 2 and disclosure in the prospectus that you do not expect SpinCo to have
any materially different terms than the terms of this offering. Please tell us what you mean by “materially different” and explain what terms may be different than this offering.

Response: Further to the Company’s response to comment number 1 above, the Company has revised the disclosure throughout the Amendment to remove
the Company’s ability to effect a spin-off.

 If you have any questions related to this
letter, please do not hesitate to contact Joel Rubinstein at (212) 819-7642, Jonathan Rochwarger at (212) 819-7643 or Daniel Nussen at (213) 620-7796 of White & Case LLP.

 Sincerely,

/s/White & Case LLP

 White & Case LLP

cc:
 Eli Baker, Chief Financial Officer, Soaring Eagle Acquisition Corp.

 2

United States securities and exchange commission logo
January 19, 2021
Eli Baker
Chief Financial Officer
Spinning Eagle Acquisition Corp.
2121 Avenue of the Stars, Suite 2300
Los Angeles, CA 90067
Re:Spinning Eagle Acquisition Corp.
Registration Statement on Form S-1
Filed December 23, 2020
File No. 333-251661
Dear Mr. Baker:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed December 23, 2020
General
1.We note your response to comment 1.  We do not believe that aspects of your offering
would comply with Nasdaq’s current listing standard, IM-5101-2.
Spin-Off, page 121
2.We note your response to comment 2 and disclosure in the prospectus that you do not
expect SpinCo to have any materially different terms than the terms of this offering.
Please tell us what you mean by "materially different" and explain what terms may be
different than this offering.

 FirstName LastNameEli Baker
 Comapany NameSpinning Eagle Acquisition Corp.
 January 19, 2021 Page 2
 FirstName LastName
Eli Baker
Spinning Eagle Acquisition Corp.
January 19, 2021
Page 2
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Eric McPhee at 202-551-3693 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jonathan Burr at 202-551-5833 or Pamela Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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CORRESP

 December 23, 2020

VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporate Finance

 Office of Real Estate &
Construction

 100 F Street, NE

 Washington, D.C. 20549

Attn:
 Jonathan Burr

 Pamela Howell

Re:
 Spinning Eagle Acquisition Corp.

Amendment No. 1 to

Draft Registration Statement on Form S-1

Submitted November 30, 2020

CIK No. 0001830214

 Ladies and
Gentlemen:

 On behalf of our client, Spinning Eagle Acquisition Corp. (the “Company”), we are writing to submit the
Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) with respect to the above-referenced amendment no. 1 to draft registration
statement on Form S-1 submitted on November 30, 2020 (the “Draft Registration Statement”), contained in the Staff’s letter dated December 22, 2020 (the “Comment Letter”).

 Each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references
in the responses set forth below refer to page numbers in the registration statement as filed on December 23, 2020 (the “Registration Statement”). Capitalized terms used but not defined herein have the meanings set forth in the
Registration Statement.

 Amendment No. 1 to Draft Registration Statement on Form S-1

General

1.
 We note your response to comment 3. While we understand there is no requirement that multiple business
combinations be completed simultaneously, please provide a detailed analysis as to how the company, in the event that it elects to effect a spin-off, will comply with Nasdaq IM-5101-2 (a) requiring at least 90% of the gross proceeds from the initial public offering and any concurrent sale by the company of equity securities be deposited in a trust account and (b) requiring
one or more business combinations having a fair market value of at least 80% of the value of the deposit account at the time of the agreement to enter into the initial business combination. Please also provide a detailed analysis as to how SpinCo
will meet the Nasdaq listing standards.

 United States Securities and Exchange Commission

December 23, 2020

(a)
 Response: Set forth below is the Company’s analysis of how it expects to comply with Nasdaq IM-5101-2 in the event it conducts a spin-off, and how it expects SpinCo to meet the Nasdaq listing standards. We have discussed our
analysis with the staff of Nasdaq which concurred with our analysis.

 At the outset, we note that both the requirement
that at least 90% of the gross proceeds from the initial public offering and any concurrent sale by the company of equity securities be deposited in a trust account (the “90% Test”) and the requirement that the Company must complete one or
more business combinations having an aggregate fair market value of at least 80% of the value of the trust account at the time of the agreement to enter into the initial business combination (the “80% Test”) are designed to ensure that the
investor protections in paragraphs (c), (d) and (e) of IM-5101-2 (the “Investor Protections”) remain in place until the Company comes out of its shell and
transitions from a special purpose acquisition company (“SPAC”) to an operating company. The 90% Test is designed to ensure that a minimum amount per share of common stock is available for public shareholders who choose to redeem their
shares in connection with a business combination as required in paragraphs (d) and (e). The 80% Test is designed to serve as a line of demarcation between the Company being a SPAC and an operating company.

The Company

A.
 90% Test.

The Company expects to meet the 90% Test because, as described in the Registration Statement, of the proceeds the Company receives in the
offering and the sale of the private placement warrants, $1,500,000,000, or $1,725,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the
United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $30,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $34,500,000 if the underwriters’
over-allotment option is exercised in full) and an aggregate of $3,000,000 to pay fees and expenses in connection with the closing of the offering and for working capital following the closing of the offering. As a result, the amount initially
deposited into the trust account will be equal to at least 90% of the gross proceeds from the Company’s initial public offering and the sale of the private placement warrants. Accordingly, the 90% Test will be met, and IM-5101-2 does not require re-testing subsequent to the initial public offering.

In addition, the 90% Test will be met even if it were applied at the time of a spin-off. In connection
with a spin-off, a portion of the amounts held in the Company’s trust account will be deposited into a SpinCo trust account, which portion will represent the same amount per public share of SpinCo as the
amount per public share of the Company immediately prior to the spin-off, and upon the spin-off, the

 2

 United States Securities and Exchange Commission

December 23, 2020

Company will conduct a reverse share split so that the amount per public share in its trust account will be the same as immediately prior to the spin-off.
As described in the Registration Statement, both the Company and SpinCo will maintain the Investor Protections, including the right for public shareholders to redeem their shares for their pro rata portion of the amounts held in the applicable trust
account in connection with a business combination, until the Company or SpinCo completes a business combination or liquidates. Accordingly, the Company believes it will remain in compliance with the 90% Test even if it were applied in connection
with a spin-off.

B.
 80% Test.

The Company expects to meet the 80% Test if it conducts a spin-off because, prior to entering into the
definitive agreement for its initial business combination, it will designate a specific amount of the proceeds then held in the trust account for its initial business combination, and contribute the excess amount to a trust account of SpinCo, in
exchange for units, Class A ordinary shares and warrants of SpinCo. Because the contribution will be made prior to entering into the definitive agreement, the 80% Test will be applied to the retained trust proceeds, which will represent all of
the proceeds held in the Company’s trust account at the time it enters into the definitive agreement. The Company has revised the disclosure on pages 25 and 122 in the Registration Statement to further clarify the timing of the contribution of
proceeds to SpinCo’s trust account.

 Moreover, as the Staff notes in its comment, there is no requirement under IM-5101-2 that multiple business combinations be completed simultaneously. As a result, a SPAC is not prohibited from consummating its initial business combination with a
target that does not meet the 80% Test; rather, the Investor Protections would continue to apply until the 80% Test is met by aggregating subsequent business combinations. Accordingly, in our case, even if the 80% Test were applied against both the
retained trust proceeds and the SpinCo trust proceeds, the Company’s initial business combination does need to satisfy the 80% Test on a standalone basis because, in accordance with IM-5101-2, the Investor Protections will continue to apply to SpinCo and the SpinCo trust proceeds until the 80% Test is met by aggregating a subsequent business combination by SpinCo with the Company’s
initial business combination. It would be elevating form over substance to require a different result simply because the Company spins off SpinCo as a SPAC (subject to the Investor Protections), instead of completing its initial business combination
and spinning off the operating company and itself remaining a SPAC.

 SpinCo

A.
 90% Test.

The Company believes that SpinCo will meet the 90% Test because the amount initially deposited into the SpinCo trust account will, by
definition, equal at least 90% of the gross proceeds from SpinCo’s initial public offering which is the spin-off that will be registered on Form S-1, as described
in the Registration Statement.

 3

 United States Securities and Exchange Commission

December 23, 2020

 In addition, even in relation to the amount raised in the Company’s initial public
offering, the Company believes that SpinCo will satisfy the 90% Test because at least 90% of the gross proceeds from the Company’s initial public offering and the sale of the private placement warrants will be deposited in the Company’s
trust account and SpinCo’s trust account, and is akin to a SPAC having multiple trust accounts. Moreover, on a per share basis, the SpinCo trust proceeds will represent the same amount per public share of SpinCo as the amount per public share
of the Company immediately prior to the spin-off, and such proceeds will be available to public shareholders who elect to redeem their shares in connection with a business combination for their pro rata
portion of the amounts held, and in this regard, it is no different than if the Company would conduct a share split. SpinCo will maintain the Investor Protections, including the right for public shareholders to redeem their shares for their pro rata
portion of the amounts held in the applicable trust account in connection with a business combination, until SpinCo completes a business combination or liquidates.

B.
 80% Test.

The Company believes that SpinCo will meet the 80% Test because the 80% Test will be applied to the SpinCo trust proceeds, which will represent
all of the proceeds held in SpinCo’s trust account at the time SpinCo enters into the definitive agreement.

 Moreover, as discussed
above with respect to the Company, there is no requirement under IM-5101-2 that multiple business combinations be completed simultaneously. Accordingly, in our case,
even if the 80% Test were applied against both the retained trust proceeds and the SpinCo trust proceeds, SpinCo’s initial business combination does need to satisfy the 80% Test on a standalone basis. As discussed above, it would be elevating
form over substance to require a different result simply because the Company spins off SpinCo as a SPAC, instead of completing its initial business combination and spinning off the operating company and itself remaining a SPAC.

C.
 Other Nasdaq Listing Standards.

Upon the spin-off, SpinCo will satisfy Nasdaq’s initial listing requirements under the Market
Value of Listed Securities standard. Specifically, SpinCo would have stockholders’ equity of at least $4 million and, because the spin-off will be made to all of the Company’s public
shareholders, will satisfy the requirement to have a market value of unrestricted publicly held shares of at least $15 million, 1 million unrestricted publicly held shares and 300 unrestricted round lot shareholders (with at least 50% of
such round lot holders holding securities with a market value of at least $2,500), and will have a bid price of at least $4 because the initial trust amount per share will be approximately $10.00 plus accrued interest.

2.
 We note your response to comment 4. We continue to note disclosure that SpinCo’s terms will be
“substantially similar” to the terms of this offering. Please revise to clearly disclose the terms that will apply to SpinCo and any subsequent spin-off. Also, please clarify whether the statement
that SpinCo will have the “same completion window” as Spinning Eagle has to complete its initial business combination means SpinCo has 24 months (or 30 months if it has executed a definitive agreement) from Spinning Eagle’s initial
public offering or whether that means SpinCo has 24 months (or 30 months if it has executed a definitive agreement) from the spin-off.

 4

 United States Securities and Exchange Commission

December 23, 2020

 Response: The Company has removed disclosure referring to terms being
“substantially similar” on the cover and on pages 1, 2, 8, 24, 60, 98, 121 and 164. In addition, the Company has added disclosure to provide more detail on the terms that will apply to SpinCo and any subsequent spin-off on pages 24 and 121-123. The Company has clarified disclosure relating to the “same completion window” to specify that it commences from the closing of
Spinning Eagle’s initial public offering, on the cover and pages 8, 26, 60, 98 and 122.

 Spin-Off, page
119

3.
 Please disclose how redemptions will work in event of a spin-off.
Given the fact that the spin-off will occur before Spinning Eagle has completed its business combination, and therefore the amount held in Spinning Eagle’s trust will be reduced based on the amount spun-off to SpinCo, it appears that investors in this offering will not be able to redeem for the entire amount purchased at the time of the initial public offering if there is a
spin-off. In this regard, please provide clear disclosure throughout when discussing redemptions and add a risk factor.

Response: The Company has added clarifying disclosure that it will not provide its public shareholders with the opportunity to redeem
their public shares in connection with a spin-off on pages 21, 27, 75, 123 and 131, and the Company has included a related risk factor on page 75. The Company has also clarified in its disclosure on pages 27
and 123 that a spin-off will not result in a reduction in the per-share redemption or liquidation price of Spinning Eagle’s or SpinCo’s Class A ordinary
shares at the time of the spin-off.

 If you have any questions related to this letter, please do
not hesitate to contact Joel Rubinstein at (212) 819-7642, Jonathan Rochwarger at (212) 819-7643 or Daniel Nussen at (213)
620-7796 of White & Case LLP.

 Sincerely,

/s/White & Case LLP

 White & Case LLP

cc:
 Eli Baker, Chief Financial Officer, Spinning Eagle Acquisition Corp.

 5

United States securities and exchange commission logo
December 22, 2020
Eli Baker
Chief Financial Officer
Spinning Eagle Acquisition Corp.
2121 Avenue of the Stars, Suite 2300
Los Angeles, CA 90067
Re:Spinning Eagle Acquisition Corp.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted November 30, 2020
CIK No. 0001830214
Dear Mr. Baker:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
General
1.We note your response to comment 3.  While we understand there is no requirement that
multiple business combinations be completed simultaneously, please provide a detailed
analysis as to how the company, in the event that it elects to effect a spin-off, will comply
with Nasdaq IM-5101-2 (a) requiring at least 90% of the gross proceeds from the initial
public offering and any concurrent sale by the company of equity securities be deposited
in a trust account and (b) requiring one or more business combinations having a fair

 FirstName LastNameEli Baker
 Comapany NameSpinning Eagle Acquisition Corp.
 December 22, 2020 Page 2
 FirstName LastName
Eli Baker
Spinning Eagle Acquisition Corp.
December 22, 2020
Page 2
market value of at least 80% of the value of the deposit account at the time of the
agreement to enter into the initial business combination.  Please also provide a detailed
analysis as to how SpinCo will meet the Nasdaq listing standards.
Spin-Off, page 119
2.We note your response to comment 4.  We continue to note disclosure that SpinCo's terms
will be "substantially similar" to the terms of this offering.  Please revise to clearly
disclose the terms that will apply to SpinCo and any subsequent spin-off.  Also, please
clarify whether the statement that SpinCo will have the "same completion window" as
Spinning Eagle has to complete its initial business combination means SpinCo has 24
months (or 30 months if it has executed a definitive agreement) from Spinning Eagle's
initial public offering or whether that means SpinCo has 24 months (or 30 months if it has
executed a definitive agreement) from the spin-off.
3.Please disclose how redemptions will work in event of a spin-off.  Given the fact that the
spin-off will occur before Spinning Eagle has completed its business combination, and
therefore the amount held in Spinning Eagle’s trust will be reduced based on the amount
spun-off to SpinCo, it appears that investors in this offering will not be able to redeem for
the entire amount purchased at the time of the initial public offering if there is a spin-off.
In this regard, please provide clear disclosure throughout when discussing redemptions
and add a risk factor.
            You may contact Eric McPhee at 202-551-3693 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jonathan Burr at 202-551-5833 or Pamela Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
November 25, 2020
Eli Baker
Chief Financial Officer
Spinning Eagle Acquisition Corp.
2121 Avenue of the Stars, Suite 2300
Los Angeles, CA 90067
Re:Spinning Eagle Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted October 30, 2020
CIK No. 0001830214
Dear Mr. Baker:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted October 30, 2020
General
1.It appears that SpinCo could have less than $5 million of net tangible assets in trust.
Therefore, SpinCo would be required to comply with Rule 419.  Please provide an
analysis of how you determined Rule 419 does not apply to SpinCo or revise your
disclosure.
2.Please add risk factors that address the specific risks related to the spin-off.

 FirstName LastNameEli Baker
 Comapany NameSpinning Eagle Acquisition Corp.
 November 25, 2020 Page 2
 FirstName LastName
Eli Baker
Spinning Eagle Acquisition Corp.
November 25, 2020
Page 2
Initial Business Combination, page 5
3.We note that Nasdaq rules require you to complete one or more business combinations
having an aggregate fair market value of at least 80% of the value of the assets held in
trust.  Your disclosure states that if you decide to conduct a spin-off, you believe the 80%
test will be based on the value of the retained trust proceeds.  Please tell us how your
calculation of the 80% test in the event of a spin-off complies with Nasdaq rules.  We may
have further comment.
Spin-Off, page 113
4.We note that in the event of a spin-off, SpinCo would be an independent special purpose
acquisition company with terms substantially similar to the terms of this offering.  It is
unclear what terms will be the same and whether any of SpinCo’s terms will be different
than the terms of this offering.  Please substantially revise your disclosure regarding the
spin-off to clearly disclose the terms of SpinCo.  We may have further comment.
Underwriting, page 175
5.We note that the deferred underwriting commissions will be released to the underwriters
only upon the completion of an initial business combination.  Please provide additional
disclosure about how the underwriters will receive the deferred underwriting commissions
in the event that you decide to conduct a spin-off.  For example only, it is unclear if both
you and SpinCo will need to complete your initial business combination in order for the
underwriters to receive the deferred underwriting commissions.
            You may contact Eric Mcphee at 202-551-3693 or Isaac Esquivel at 202-551-3395 if you
have questions regarding the financial statements and related matters.  Please contact Jonathan
Burr at 202-551-5833 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction