SEC Form SC 13G filed by Soaring Eagle Acquisition Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*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 disclosures provided in a prior cover page.

The information required on 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).

⁽¹⁾ Includes 12,276,793 earn-out shares that will vest in four substantially equal installments if the common shares achieve a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds $12.50, $15.00, $17.50 and $20.00, which vesting is subject to acceleration in the event of a change of control transaction if the consideration received by Ginkgo’s shareholders is greater than or equal to the earn-out targets.

⁽¹⁾ Includes 12,276,793 earn-out shares that will vest in four substantially equal installments if the common shares achieve a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds $12.50, $15.00, $17.50 and $20.00, which vesting is subject to acceleration in the event of a change of control transaction if the consideration received by Ginkgo’s shareholders is greater than or equal to the earn-out targets.

⁽¹⁾ Includes 12,276,793 earn-out shares that will vest in four substantially equal installments if the common shares achieve a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds $12.50, $15.00, $17.50 and $20.00, which vesting is subject to acceleration in the event of a change of control transaction if the consideration received by Ginkgo’s shareholders is greater than or equal to the earn-out targets.

⁽¹⁾ Includes 12,276,793 earn-out shares that will vest in four substantially equal installments if the common shares achieve a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds $12.50, $15.00, $17.50 and $20.00, which vesting is subject to acceleration in the event of a change of control transaction if the consideration received by Ginkgo’s shareholders is greater than or equal to the earn-out targets.

⁽¹⁾ Includes 12,276,793 earn-out shares that will vest in four substantially equal installments if the common shares achieve a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds $12.50, $15.00, $17.50 and $20.00, which vesting is subject to acceleration in the event of a change of control transaction if the consideration received by Ginkgo’s shareholders is greater than or equal to the earn-out targets.

⁽¹⁾ Includes 12,276,793 earn-out shares that will vest in four substantially equal installments if the common shares achieve a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds $12.50, $15.00, $17.50 and $20.00, which vesting is subject to acceleration in the event of a change of control transaction if the consideration received by Ginkgo’s shareholders is greater than or equal to the earn-out targets.

⁽¹⁾ Includes 12,276,793 earn-out shares that will vest in four substantially equal installments if the common shares achieve a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds $12.50, $15.00, $17.50 and $20.00, which vesting is subject to acceleration in the event of a change of control transaction if the consideration received by Ginkgo’s shareholders is greater than or equal to the earn-out targets.

⁽¹⁾ Includes 12,276,793 earn-out shares that will vest in four substantially equal installments if the common shares achieve a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds $12.50, $15.00, $17.50 and $20.00, which vesting is subject to acceleration in the event of a change of control transaction if the consideration received by Ginkgo’s shareholders is greater than or equal to the earn-out targets.

⁽¹⁾ Includes 12,276,793 earn-out shares that will vest in four substantially equal installments if the common shares achieve a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds $12.50, $15.00, $17.50 and $20.00, which vesting is subject to acceleration in the event of a change of control transaction if the consideration received by Ginkgo’s shareholders is greater than or equal to the earn-out targets.

⁽¹⁾ Includes 12,276,793 earn-out shares that will vest in four substantially equal installments if the common shares achieve a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds $12.50, $15.00, $17.50 and $20.00, which vesting is subject to acceleration in the event of a change of control transaction if the consideration received by Ginkgo’s shareholders is greater than or equal to the earn-out targets.

⁽¹⁾ Includes 12,276,793 earn-out shares that will vest in four substantially equal installments if the common shares achieve a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds $12.50, $15.00, $17.50 and $20.00, which vesting is subject to acceleration in the event of a change of control transaction if the consideration received by Ginkgo’s shareholders is greater than or equal to the earn-out targets.

⁽¹⁾ Includes 12,276,793 earn-out shares that will vest in four substantially equal installments if the common shares achieve a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds $12.50, $15.00, $17.50 and $20.00, which vesting is subject to acceleration in the event of a change of control transaction if the consideration received by Ginkgo’s shareholders is greater than or equal to the earn-out targets.

This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”): 

GAP 100, GAP Bermuda EU, GAPCO III, GAPCO IV, GAPCO V, and GAPCO CDA are collectively referred to as the “GA Funds.”

The mailing address of GA LP, GAP 100, GAPCO III, GAPCO IV, GAPCO V, GAPCO CDA, GA GenPar, GA SPV and GA GK is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. The mailing address of GAP Bermuda EU, GenPar Bermuda and GAP Bermuda is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

Class A common stock, par value $0.0001 per share (the “common shares”).

37611X100.

Not applicable.

As of September 27, 2021, the Reporting Persons owned the following number of the Company’s common stock:

The GA Funds share beneficial ownership of the common shares held by GA GK. The general partner of GA GK is GA SPV. The general partner of GAP 100 is GA GenPar. The general partner of GAP Bermuda EU is GenPar Bermuda. GA LP, which is controlled by the Management Committee of GASC MGP, LLC (the “Management Committee”), is the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA and GA GenPar, and the sole member of GA SPV. The general partner of GenPar Bermuda is GAP Bermuda, which is also controlled by the Management Committee. There are nine members of the Management Committee. By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares that each owns of record. Each of the members of the Management Committee disclaims ownership of the common shares reported herein except to the extent he or she has a pecuniary interest therein. The name, the business address and the citizenship of each of the members of the Management Committee as of the date hereof is attached hereto as Schedule A and is hereby incorporated by reference.

Amount Beneficially Owned:

By virtue of the relationship described above, each of the Reporting Persons may be deemed to beneficially own 114,836,660 common shares.

Percentage Owned:

All calculations of percentage ownership herein are based on an aggregate of 1,341,378,910 common shares, the sum of (i) 1,329,102,117 common shares reported by the Company to be outstanding following the consummation of the merger transaction with Soaring Eagle Acquisition Corp,. as reflected in the Company’s Prospectus filed under Rule 424(b)(3), filed with the U.S. Securities and Exchange Commission on September 16, 2021 and (ii) 12,276,793 earn-out shares beneficially owned by the Reporting Persons.

Number of Shares as to Which Such Person Has Sole/Shared Power to Vote or to Direct the Vote and Sole/Shared Power to Dispose or to Direct the Disposition of:

Not applicable.

Not applicable.

Not applicable.

See Item 4, which states the identity of the members of the group filing this Schedule 13G.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibit Index

SIGNATURES

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.

Dated as of September 27, 2021

SCHEDULE A

Members of the Management Committee (as of the date hereof)

EXHIBIT 1

JOINT ACQUISITION STATEMENT

PURSUANT TO RULE 13D-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate.

Dated as of September 27, 2021