Filing Summary
Business Context and Reporting Period
This Form 8-K was filed by Soaring Eagle Acquisition Corp. on March 4, 2021, reporting events occurring on February 26, 2021. Although the request metadata identifies Ginkgo Bioworks Holdings, Inc., the filing registrant is Soaring Eagle Acquisition Corp., a Cayman Islands special purpose acquisition company.
IPO and Key Financial Metrics
- The company completed its initial public offering of 172,500,000 units at $10.00 per unit, generating gross IPO proceeds of $1.725 billion.
- Each unit consisted of one Class A ordinary share and one-fifth of a redeemable warrant. The public offering therefore included 172,500,000 Class A ordinary shares and 34,500,000 whole warrants.
- Each whole public warrant is exercisable for one Class A ordinary share at $11.50 per share, subject to adjustment.
- The company privately sold 19,250,000 warrants to Eagle Equity Partners III, LLC at $1.50 per warrant, generating gross proceeds of $28.875 million.
- A total of $1.725 billion was deposited into a U.S.-based trust account. The deposit comprised $1.699125 billion of IPO proceeds, including a $60.375 million deferred underwriting discount, and $25.875 million of private placement warrant proceeds.
- The filing reports no revenue, profit, operating cash flow, margins, debt, or liquidity metrics beyond the IPO and trust-account proceeds.
Material Changes and Unusual Items
The material event was the consummation of the IPO and concurrent private placement. The underwriters exercised their over-allotment option in full, resulting in the issuance of an additional 22,500,000 units. The filing does not provide a prior comparable financial period or operating results.
Outlook, Risks, and Contingencies
The filing does not provide acquisition guidance, operating outlook, management commentary, or detailed risk discussion. As a SPAC, the proceeds are held in trust pending a business combination and related shareholder or redemption procedures, but the specific target and transaction terms are not described in this filing.
Investor Verification Items
- Confirm that the filing registrant is Soaring Eagle Acquisition Corp., not Ginkgo Bioworks Holdings, Inc.
- Review Exhibit 99.1, the audited balance sheet as of February 26, 2021, for the precise cash, warrant, offering-cost, and equity classifications.
- Verify the terms governing the trust account, permitted investments, shareholder redemptions, and timing of a potential business combination.
- Assess dilution from the 34.5 million public warrants and 19.25 million private placement warrants, including the $11.50 public warrant exercise price.
- Confirm the deferred underwriting discount and any additional offering expenses reflected in the audited balance sheet.