SEC Form SC 13D/A filed by Soaring Eagle Acquisition Corp. (Amendment)
$SRNG
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Ginkgo Bioworks Holdings, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
37611X100
(CUSIP Number)
Andrew Genser
General Counsel
55 Railroad Avenue
Greenwich, Connecticut 06830
203-863-7050
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 27, 2021
(Date of Event which Requires Filing of this Statement)
If the filing persons has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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SCHEDULE 13D
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CUSIP No.: 37611X100
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Page 2 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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||||
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VIKING GLOBAL INVESTORS LP
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|||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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||
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(b)
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☐
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||||
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3
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SEC USE ONLY
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||||
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AF
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|||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||||
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Delaware
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|||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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|||
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0
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|||||
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8
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SHARED VOTING POWER
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||||
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302,942,974 (1)
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|||||
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9
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SOLE DISPOSITIVE POWER
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||||
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0
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|||||
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10
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SHARED DISPOSITIVE POWER
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||||
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302,942,974 (1)
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|||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||||
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302,942,974 (1)
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|||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||||
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22.8% (2)
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|||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||||
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PN
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|||||
| 1. |
See Item 5 of the Schedule 13D.
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| 2. |
The percentages set forth herein are based on 1,330,072,374 shares of Common Stock outstanding upon closing of the Issuer’s Business Combination on September 16, 2021, according to the Issuer’s prospectus supplement
on Form 424B3 dated September 20, 2021.
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SCHEDULE 13D
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CUSIP No.: 37611X100
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Page 3 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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VIKING GLOBAL OPPORTUNITIES PARENT GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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||||
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3
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SEC USE ONLY
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||||
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AF
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|||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||||
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Delaware
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|||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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|||
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0
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|||||
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8
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SHARED VOTING POWER
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||||
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302,942,974 (1)
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|||||
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9
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SOLE DISPOSITIVE POWER
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||||
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0
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|||||
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10
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SHARED DISPOSITIVE POWER
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||||
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302,942,974 (1)
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|||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
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302,942,974 (1)
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|||||
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||||
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22.8% (2)
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|||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||||
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OO
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|||||
| 1. |
See Item 5 of the Schedule 13D.
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| 2. |
The percentages set forth herein are based on 1,330,072,374 shares of Common Stock outstanding upon closing of the Issuer’s Business Combination on September 16, 2021, according to the Issuer’s prospectus
supplement on Form 424B3 dated September 20, 2021.
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SCHEDULE 13D
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CUSIP No.: 37611X100
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Page 4 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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VIKING GLOBAL OPPORTUNITIES GP LLC
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|||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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||||
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3
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SEC USE ONLY
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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|||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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|||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||||
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Delaware
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|||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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|||
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0
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|||||
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8
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SHARED VOTING POWER
|
||||
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302,942,974 (1)
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|||||
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9
|
SOLE DISPOSITIVE POWER
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||||
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0
|
|||||
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10
|
SHARED DISPOSITIVE POWER
|
||||
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302,942,974 (1)
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|||||
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
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302,942,974 (1)
|
|||||
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
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|||
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13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
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22.8% (2)
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|||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||||
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OO
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|||||
| 1. |
See Item 5 of the Schedule 13D.
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| 2. |
The percentages set forth herein are based on 1,330,072,374 shares of Common Stock outstanding upon closing of the Issuer’s Business Combination on September 16, 2021, according to the Issuer’s prospectus supplement
on Form 424B3 dated September 20, 2021.
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SCHEDULE 13D
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CUSIP No.: 37611X100
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Page 5 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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||||
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VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC
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|||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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||
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(b)
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☐
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||||
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3
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SEC USE ONLY
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||||
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AF
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|||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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|||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
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Delaware
|
|||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
|
0
|
|||||
|
8
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SHARED VOTING POWER
|
||||
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302,942,974 (1)
|
|||||
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9
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SOLE DISPOSITIVE POWER
|
||||
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0
|
|||||
|
10
|
SHARED DISPOSITIVE POWER
|
||||
|
302,942,974 (1)
|
|||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
302,942,974 (1)
|
|||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
22.8% (2)
|
|||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
|
OO
|
|||||
| 1. |
See Item 5 of the Schedule 13D.
|
| 2. |
The percentages set forth herein are based on 1,330,072,374 shares of Common Stock outstanding upon closing of the Issuer’s Business Combination on September 16, 2021, according to the Issuer’s prospectus supplement
on Form 424B3 dated September 20, 2021.
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SCHEDULE 13D
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CUSIP No.: 37611X100
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Page 6 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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||||
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3
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SEC USE ONLY
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||||
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WC
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|||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||||
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Cayman Islands
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|||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
|
|||
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0
|
|||||
|
8
|
SHARED VOTING POWER
|
||||
|
302,942,974 (1)
|
|||||
|
9
|
SOLE DISPOSITIVE POWER
|
||||
|
0
|
|||||
|
10
|
SHARED DISPOSITIVE POWER
|
||||
|
302,942,974 (1)
|
|||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
302,942,974 (1)
|
|||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
22.8% (2)
|
|||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
|
PN
|
|||||
| 1. |
See Item 5 of the Schedule 13D.
|
| 2. |
The percentages set forth herein are based on 1,330,072,374 shares of Common Stock outstanding upon closing of the Issuer’s Business Combination on September 16, 2021, according to the Issuer’s prospectus supplement
on Form 424B3 dated September 20, 2021.
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SCHEDULE 13D
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CUSIP No.: 37611X100
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Page 7 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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||||
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O. ANDREAS HALVORSEN
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|||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
|
☐
|
||
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3
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SEC USE ONLY
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
|
AF
|
|||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
|||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
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Norway
|
|||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
|
0
|
|||||
|
8
|
SHARED VOTING POWER
|
||||
|
302,942,974 (1)
|
|||||
|
9
|
SOLE DISPOSITIVE POWER
|
||||
|
0
|
|||||
|
10
|
SHARED DISPOSITIVE POWER
|
||||
|
302,942,974 (1)
|
|||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
302,942,974 (1)
|
|||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
22.8% (2)
|
|||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
|
IN
|
|||||
| 1. |
See Item 5 of the Schedule 13D.
|
| 2. |
The percentages set forth herein are based on 1,330,072,374 shares of Common Stock outstanding upon closing of the Issuer’s Business Combination on September 16, 2021, according to the Issuer’s prospectus supplement
on Form 424B3 dated September 20, 2021.
|
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SCHEDULE 13D
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CUSIP No.: 37611X100
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Page 8 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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||||
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DAVID C. OTT
|
|||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
|
☐
|
||
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3
|
SEC USE ONLY
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
|
AF
|
|||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
|||
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
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United States of America
|
|||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
|
0
|
|||||
|
8
|
SHARED VOTING POWER
|
||||
|
302,942,974 (1)
|
|||||
|
9
|
SOLE DISPOSITIVE POWER
|
||||
|
0
|
|||||
|
10
|
SHARED DISPOSITIVE POWER
|
||||
|
302,942,974 (1)
|
|||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
302,942,974 (1)
|
|||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
22.8% (2)
|
|||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
|
IN
|
|||||
| 1. |
See Item 5 of the Schedule 13D.
|
| 2. |
The percentages set forth herein are based on 1,330,072,374 shares of Common Stock outstanding upon closing of the Issuer’s Business Combination on September 16, 2021, according to the Issuer’s prospectus supplement
on Form 424B3 dated September 20, 2021.
|
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SCHEDULE 13D
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CUSIP No.: 37611X100
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Page 9 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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||||
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ROSE S. SHABET
|
|||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
3
|
SEC USE ONLY
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
|
AF
|
|||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
|||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
|
United States of America
|
|||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
|
0
|
|||||
|
8
|
SHARED VOTING POWER
|
||||
|
302,942,974 (1)
|
|||||
|
9
|
SOLE DISPOSITIVE POWER
|
||||
|
0
|
|||||
|
10
|
SHARED DISPOSITIVE POWER
|
||||
|
302,942,974 (1)
|
|||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
302,942,974 (1)
|
|||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
22.8% (2)
|
|||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
|
IN
|
|||||
| 1. |
See Item 5 of the Schedule 13D.
|
| 2. |
The percentages set forth herein are based on 1,330,072,374 shares of Common Stock outstanding upon closing of the Issuer’s Business Combination on September 16, 2021, according to the Issuer’s prospectus supplement
on Form 424B3 dated September 20, 2021.
|
|
|
SCHEDULE 13D
|
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|
|
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|
|
CUSIP No.: 37611X100
|
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Page 10 of 12 Pages
|
EXPLANATORY NOTE
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 1 to the Schedule 13D amends certain items of the Schedule 13D filed with the Securities
and Exchange Commission (the “SEC”) on September 27, 2021 (the “Schedule 13D”) relating to the Class A Common Stock (the “Common Stock”), par value $0.0001 per share, of Ginkgo Bioworks Holdings, Inc., a corporation incorporated in Delaware, United
States (the “Issuer” or “Company”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
| Item 2. |
Identity and Background
|
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a-c, f) This Schedule 13D is filed jointly by each of the following persons (collectively, the “Reporting Persons”):
| i. |
Viking Global Investors LP (“VGI”), a Delaware limited partnership;
|
| ii. |
Viking Global Opportunities Parent GP LLC (“Parent”), a Delaware limited liability company;
|
| iii. |
Viking Global Opportunities GP LLC (“Opportunities GP”), a Delaware limited liability company;
|
| iv. |
Viking Global Opportunities Portfolio GP LLC (“Opportunities Portfolio GP”), a Delaware limited liability company;
|
| v. |
Viking Global Opportunities Illiquid Investments Sub-Master LP (“VGOP”), a Cayman Islands exempted limited partnership;
|
| vi. |
O. Andreas Halvorsen (“Mr. Halvorsen”), a citizen of Norway;
|
| vii. |
David C. Ott (“Mr. Ott”), a citizen of the United States of America; and
|
| viii. |
Rose S. Shabet (Ms. Shabet), a citizen of the United States of America.
|
The principal business address of each Reporting Person is 55 Railroad Avenue, Greenwich, Connecticut 06830.
This Schedule 13D relates to the Common Stock (as defined herein) held directly by VGOP, an investment fund whose principal business is to engage in making investments in securities
of public and private companies. The principal business of VGI is to provide managerial services to related entities engaged in making or recommending investments in securities of public and private companies. The
principal business of each of Parent, Opportunities GP and Opportunities Portfolio GP is to serve as the sole member, general partner or investment manager of related entities engaged in making or recommending investments in securities of public
and private companies. The present principal occupation of O. Andreas Halvorsen is Chief Executive Officer of VGI. The present principal occupation of David C. Ott is Advisory Director of VGI. The present principal occupation of Rose S. Shabet is
Chief Operating Officer of VGI.
The agreement among each of the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 1.
(d), (e) During the last five years, none of the Reporting Persons have (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 4. |
Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
VGOP entered into a Stockholders Agreement with the Company on September 27, 2021, as amended and restated on October 1, 2021, pursuant to which, subject to the approval of the
Company’s board of directors (the “Board”), VGOP agreed to surrender to the Company 285,000,000 shares of Common Stock directly held by VGOP (and beneficially owned by the Reporting Persons) and the Company agreed to accept such surrender of shares
and issue an equal number of shares of Class C Common Stock to VGOP in exchange therefor (the “Exchange”). The Company agreed to recommend the approval of the Exchange to the Board, and cause the Board to vote on the Exchange, no later than November
15, 2021. The Class C Common Stock is convertible into Common Stock, on a one-for-one basis and at the holder’s option, upon at least sixty-one (61) days’ prior written notice to the Company. Accordingly, if the Exchange is approved by the Board,
the Reporting Persons will no longer be deemed to beneficially own the 285,000,000 shares of Common Stock subject to the Exchange.
| Item 6. |
Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer
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Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The response to Item 4 of this Amendment No. 1 is incorporated by reference herein.
Except as otherwise set forth in the Schedule 13D, as amended by Amendment No. 1, there are no contracts, arrangements, understandings or relationships
between the Reporting Persons named in Item 2 and any other person with respect to any securities of the Issuer.
| Item 7. |
Material to Be Filed as Exhibits
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Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit 4 – Joint Filing Agreement
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SCHEDULE 13D
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CUSIP No.: 37611X100
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Page 11 of 12 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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By:
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/s/ Scott M. Hendler
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Name:
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Scott M. Hendler on behalf of O. Andreas Halvorsen (1)
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By:
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/s/ Scott M. Hendler
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Name:
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Scott M. Hendler on behalf of David C. Ott (2)
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By:
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/s/ Scott M. Hendler
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Name:
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Scott M. Hendler on behalf of Rose S. Shabet (3)
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(2) Scott M. Hendler is signing on behalf of David C. Ott, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of
VIKING GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES GP LLC, VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC, and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, pursuant to an authorization and
designation letter dated February 9, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Mr. Ott on February 12, 2021 (SEC File No. 005-49737).
(3) Scott M. Hendler is signing on behalf of Rose S. Shabet, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of
VIKING GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES GP LLC, VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC, and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, pursuant to an authorization and
designation letter dated February 9, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Ms. Shabet on February 12, 2021 (SEC File No. 005-49737).
October 1, 2021
Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).
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SCHEDULE 13D
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CUSIP No.: 37611X100
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Page 12 of 12 Pages
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EXHIBIT A - JOINT FILING AGREEMENT
This joint filing agreement is made and entered into as of this 1st day of October, 2021, by and among Viking Global Investors LP, Viking Global Opportunities Parent GP LLC, Viking
Global Opportunities GP LLC, Viking Global Opportunities Portfolio GP LLC, Viking Global Opportunities Illiquid Investments Sub-Master LP, O. Andreas Halvorsen, David C. Ott and Rose S. Shabet.
The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Forms 3, 4, or 5 or Schedules 13D or 13G,
and any and all amendments thereto and any other documents relating thereto (collectively, the “Filings”) as required to be filed pursuant to the Securities Exchange Act of 1934, as amended. The parties to this Agreement further agree and covenant
that each will fully cooperate with such other parties in the preparation, timely filing, and delivery of all such Filings.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first set forth above.
Dated: October 1, 2021
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By:
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/s/ Scott M. Hendler
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Name:
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Scott M. Hendler on behalf of O. Andreas Halvorsen (1)
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By:
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/s/ Scott M. Hendler
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Name:
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Scott M. Hendler on behalf of David C. Ott (2)
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By:
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/s/ Scott M. Hendler
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Name:
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Scott M. Hendler on behalf of Rose S. Shabet (3)
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(1) Scott M. Hendler is signing on behalf of O. Andreas Halvorsen, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee
Member of VIKING GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES GP LLC, VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC, and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, pursuant to an
authorization and designation letter dated February 9, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Mr. Halvorsen on February 12, 2021 (SEC File No. 005-49737).
(2) Scott M. Hendler is signing on behalf of David C. Ott, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of
VIKING GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES GP LLC, VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC, and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, pursuant to an authorization
and designation letter dated February 9, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Mr. Ott on February 12, 2021 (SEC File No. 005-49737).
(3) Scott M. Hendler is signing on behalf of Rose S. Shabet, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member
of VIKING GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES GP LLC, VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC, and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, pursuant to an authorization
and designation letter dated February 9, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Ms. Shabet on February 12, 2021 (SEC File No. 005-49737).