Ginkgo Bioworks Holdings, Inc. — Form 8-K Summary
Business context and reporting period
Ginkgo Bioworks Holdings, Inc. filed a Form 8-K under Item 4.01 regarding a change in its independent registered public accounting firm. The report concerns the fiscal year ending December 31, 2024, and references audit periods ended December 31, 2023 and 2022.
Key financial metrics
This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating and financial metrics. The filing text does not provide clear values for these items.
Material changes versus the prior comparable period
- Ernst & Young LLP (“EY”) notified the Company on March 8, 2024 that it would decline to stand for reappointment as the Company’s independent registered public accounting firm for fiscal 2024.
- The Company stated that EY’s decision was not the result of any disagreement with the Company.
- On March 13, 2024, the Audit Committee appointed Deloitte & Touche LLP (“Deloitte”) as the new independent registered public accounting firm.
- EY’s audit reports on the 2023 and 2022 consolidated financial statements contained neither an adverse opinion nor a disclaimer and were not qualified or modified for uncertainty, audit scope, or accounting principles.
Management commentary, risks, contingencies, and unusual items
- The Company reported no disagreements with EY during 2023, 2022, or the subsequent interim period through March 8, 2024, concerning accounting principles, financial statement disclosure, or audit scope and procedures.
- No reportable events were identified other than EY’s communication of material weaknesses in internal control over financial reporting.
- The material weakness as of December 31, 2023 related to ineffective management review controls.
- The material weaknesses as of December 31, 2022 related to ineffective management review controls and controls over the existence, completeness, and accuracy of data used in the Company’s controls.
- The Company authorized EY to respond fully to Deloitte’s inquiries regarding these reportable events.
- The Company stated that neither it nor anyone acting on its behalf consulted Deloitte during the relevant periods regarding accounting principles, audit opinions, internal control effectiveness, disagreements, or reportable events.
- EY provided a March 14, 2024 letter to the SEC agreeing with the Company’s statements; the letter was filed as Exhibit 16.1.
Important facts for investors to verify
- Confirm Deloitte’s appointment and the effective scope of its engagement for fiscal 2024.
- Review the 2023 Form 10-K for details concerning the ineffective management review controls material weakness and remediation plans.
- Assess whether the auditor transition or control deficiencies could affect future filings, audit timing, or financial reporting reliability.
- Review EY’s Exhibit 16.1 letter and subsequent filings for any updates or disagreements.
- Note that the report is dated March 8, 2024 but was signed and includes documents dated March 14, 2024; investors should verify the filing chronology in the SEC record.