Sec Form 13D Filing - VIKING GLOBAL INVESTORS LP @ Ginkgo Bioworks Holdings Inc.

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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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).

	SCHEDULE 13D

CUSIP No.: 37611X100		Page 2 of 12 Pages

1	NAMES OF REPORTING PERSONS
	VIKING GLOBAL INVESTORS LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

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
	Delaware

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)
	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.

	SCHEDULE 13D

CUSIP No.: 37611X100		Page 3 of 12 Pages

1	NAMES OF REPORTING PERSONS
	VIKING GLOBAL OPPORTUNITIES PARENT GP LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

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
	Delaware

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)
	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.

	SCHEDULE 13D

CUSIP No.: 37611X100		Page 4 of 12 Pages

1	NAMES OF REPORTING PERSONS
	VIKING GLOBAL OPPORTUNITIES GP LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

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
	Delaware

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)
	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.

	SCHEDULE 13D

CUSIP No.: 37611X100		Page 5 of 12 Pages

1	NAMES OF REPORTING PERSONS
	VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

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
	Delaware

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)
	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.

	SCHEDULE 13D

CUSIP No.: 37611X100		Page 6 of 12 Pages

1	NAMES OF REPORTING PERSONS
	VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

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)
	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.

	SCHEDULE 13D

CUSIP No.: 37611X100		Page 7 of 12 Pages

1	NAMES OF REPORTING PERSONS
	O. ANDREAS HALVORSEN

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
	Norway

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

CUSIP No.: 37611X100		Page 8 of 12 Pages

1	NAMES OF REPORTING PERSONS
	DAVID C. OTT

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

CUSIP No.: 37611X100		Page 9 of 12 Pages

1	NAMES OF REPORTING PERSONS
	ROSE S. SHABET

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

CUSIP No.: 37611X100		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”):

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;

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

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

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

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Exhibit 4 – Joint Filing Agreement

	SCHEDULE 13D

CUSIP No.: 37611X100		Page 11 of 12 Pages

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.

	By:	/s/ Scott M. Hendler
	Name:	Scott M. Hendler on behalf of O. Andreas Halvorsen (1)

	By:	/s/ Scott M. Hendler
	Name:	Scott M. Hendler on behalf of David C. Ott (2)

	By:	/s/ Scott M. Hendler
	Name:	Scott M. Hendler on behalf of Rose S. Shabet (3)

(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, wh ich 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).

	SCHEDULE 13D

CUSIP No.: 37611X100		Page 12 of 12 Pages

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


	By:	/s/ Scott M. Hendler
	Name:	Scott M. Hendler on behalf of O. Andreas Halvorsen (1)

	By:	/s/ Scott M. Hendler
	Name:	Scott M. Hendler on behalf of David C. Ott (2)

	By:	/s/ Scott M. Hendler
	Name:	Scott M. Hendler on behalf of Rose S. Shabet (3)

(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).

Sec Form 13D Filing - VIKING GLOBAL INVESTORS LP filing for Ginkgo Bioworks Holdings Inc. (DNA) - 2021-10-01