Sec Form 13G Filing - GENERAL ATLANTIC L.P. filing for Ginkgo Bioworks Holdings Inc. (DNA) - 2021-09-27

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

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)

September 16, 2021

(Date of Event Which Requires Filing of this Statement)

 

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

 

	☐	Rule 13d-1(b)
	☒	Rule 13d-1(c)
	☐	Rule 13d-1(d)

 

*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).

 

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 2 of 23

 

 

1	NAME OF REPORTING PERSON   General Atlantic, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   114,836,660
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   114,836,660

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   114,836,660 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   8.6%
12	TYPE OF REPORTING PERSON   PN

 

⁽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.

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 3 of 23

 

 

1	NAME OF REPORTING PERSON   General Atlantic Partners 100, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   114,836,660
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   114,836,660

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   114,836,660 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   8.6%
12	TYPE OF REPORTING PERSON   PN

 

⁽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.

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 4 of 23

 

 

1	NAME OF REPORTING PERSON   General Atlantic Partners (Bermud a) EU, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   114,836,660
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   114,836,660

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   114,836,660 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   8.6%
12	TYPE OF REPORTING PERSON   PN

 

⁽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.

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 5 of 23

 

 

1	NAME OF REPORTING PERSON   GAP Coinvestments III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   114,836,660
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   114,836,660

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   114,836,660 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   8.6%
12	TYPE OF REPORTING PERSON   OO

 

⁽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.

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 6 of 23

 

 

1	NAME OF REPORTING PERSON   GAP Coinvestments IV, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   114,836,660
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   114,836,660

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   114,836,660 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   8.6%
12	TYPE OF REPORTING PERSON   OO

 

⁽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 $2 0.00, 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.

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 7 of 23

 

 

1	NAME OF REPORTING PERSON   GAP Coinvestments V, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   114,836,660
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   114,836,660

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   114,836,660 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   8.6%
12	TYPE OF REPORTING PERSON   OO

 

⁽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.

 

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 8 of 23

 

 

1	NAME OF REPORTING PERSON   GAP Coinvestments CDA, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   114,836,660
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   114,836,660

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   114,836,660 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   8.6%
12	TYPE OF REPORTING PERSON   PN

 

⁽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.

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 9 of 23

 

 

1	NAME OF REPORTING PERSON   General Atlantic (SPV) GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   114,836,660
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   114,836,660

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   114,836,660 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   8.6%
12	TYPE OF REPORTING PERSON   OO

 

⁽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.

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 10 of 23

 

 

1	NAME OF REPORTING PERSON   General Atlantic GenPar (Bermuda), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   114,836,660
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   114,836,660

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   114,836,660 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   8.6%
12	TYPE OF REPORTING PERSON   PN

 

⁽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.

 

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 11 of 23

 

 

1	NAME OF REPORTING PERSON   General Atlantic GenPar, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   114,836,660
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   114,836,660

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   114,836,660 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   8.6%
12	TYPE OF REPORTING PERSON   PN

 

⁽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.

 

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 12 of 23

 

 

1	NAME OF REPORTING PERSON   General Atlantic (GK), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   114,836,660
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   114,836,660

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   114,836,660 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   8.6%
12	TYPE OF REPORTING PERSON   PN

 

⁽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.

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 13 of 23

 

 

1	NAME OF REPORTING PERSON   GAP (Bermuda) L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   114,836,660
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   114,836,660

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   114,836,660 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   8.6%
12	TYPE OF REPORTING PERSON   PN

 

⁽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.

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 14 of 23

 

 

Item 1.	(a)	NAME OF ISSUER
		Ginkgo Bioworks Holdings, Inc. (the “Company”).
	(b)	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
		27 Drydock Avenue, 8th Floor, Boston, Massachusetts 02210.
Item 2.	(a)	NAMES OF PERSONS FILING

 

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

	(i)	General Atlantic, L.P. (“GA LP”)
	(ii)	General Atlantic Partners 100, L.P. (“GAP 100”);
	(iii)	General Atlantic Partners (Bermuda) EU, L.P. (“GAP Bermuda EU”);
	(iv)	GAP Coinvestments III, LLC (“GAPCO III”);
	(v)	GAP Coinvestments IV, LLC (“GAPCO IV”);
	(vi)	GAP Coinvestments V, LLC (“GAPCO V”);
	(vii)	GAP Coinvestments CDA, L.P. (“GAPCO CDA”);
	(viii)	General Atlantic (SPV) GP, LLC (“GA SPV”);
	(ix)	General Atlantic GenPar (Bermuda), L.P. (“GenPar Bermuda”)
	(x)	General Atlantic GenPar, L.P. (“GA GenPar”)
	(xi)	General Atlantic (GK), L.P. (“GA GK”);
	(xii)	GAP (Bermuda) L.P. (“GAP Bermuda”);

 

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

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 15 of 23

 

 

(b)

ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

 

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.

 

(c)

CITIZENSHIP

 

	(i)	GA LP - Delaware
	(ii)	GAP 100 - Delaware
	(iii)	GAP Bermuda EU - Bermuda
	(iv)	GAPCO III - Delaware
	(v)	GAPCO IV - Delaware
	(vi)	GAPCO V - Delaware
	(vii)	GAPCO CDA - Delaware
	(viii)	GA SPV - Delaware
	(ix)	GenPar Bermuda - Bermuda
	(x)	GA GenPar - Delaware
	(xi)	GA GK - Delaware
	(xii)	GAP Bermuda - Bermuda
	(d)	TITLE OF CLASS OF SECURITIES

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

 

(e)

CUSIP NUMBER

 

37611X100.

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 16 of 23

 

 

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:

 

Not applicable.

 

Item 4.

OWNERSHIP.

 

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

 

	(i)	GA LP owned of record no common shares or 0.0% of the issued and outstanding common shares
	(ii)	GAP 100 owned of record no common shares or 0.0% of the issued and outstanding common shares
	(iii)	GAP Bermuda EU owned of record no common shares or 0.0% of the issued and outstanding common shares
	(iv)	GAPCO III owned of record no common shares or 0.0% of the issued and outstanding common shares
	(v)	GAPCO IV owned of record no common shares or 0.0% of the issued and outstanding common shares
	(vi)	GAPCO V owned of record no common shares or 0.0% of the issued and outstanding common shares
	(vii)	GAPCO CDA owned of record no common shares or 0.0% of the issued and outstanding common shares
	(viii)	GA SPV owned of record no common shares or 0.0% of the issued and outstanding common shares
	(ix)	GenPar Bermuda owned of record no common shares or 0.0% of the issued and outstanding common shares
	(x)	GA GenPar owned of record no common shares or 0.0% of the issued and outstanding common shares
	(xi)	GA GK owned of record 114,836,660 common shares or 8.6% of the issued and outstanding common shares
	(xii)	GAP Bermuda owned of record no common shares or 0.0% of the issued and outstanding common shares

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 17 of 23

 

 

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:

 

(i)	Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the common shares as indicated on such Reporting Person’s cover page included herein.

 

(ii)	Each of the Reporting Persons may be deemed to share the power to direct the voting and dispositions of the 114,836,660 common shares that may be deemed to be owned beneficially by each of them.

 

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

Not applicable.

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 18 of 23

 

 

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

Not applicable.

 

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable.

 

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 

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

 

Item 9.

NOTICE OF DISSOLUTION OF GROUP

 

Not applicable.

 

Item 10.

CERTIFICATION

 

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.

 

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 19 of 23

 

 

Exhibit Index

 

Exhibit 1.

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 20 of 23

 

 

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

 

 

	GENERAL ATLANTIC, L.P.
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

 

	GENERAL ATLANTIC PARTNERS 100, L.P.
	By:	GENERAL ATLANTIC GENPAR, L.P., its general partner
	By:	GENERAL ATLANTIC, L.P., its general partner
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director
	GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P.
	By:	GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner
	By:	GAP (BERMUDA) L.P., its general partner
	By:	GAP (BERMUDA) GP LIMITED, its general partner
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 21 of 23

 

 

	GAP COINVESTMENTS III, LLC
	By:	GENERAL ATLANTIC, L.P., its managing member
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

 

	GAP COINVESTMENTS IV, LLC
	By:	GENERAL ATLANTIC, L.P., its managing member
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director
	GAP COINVESTMENTS V, LLC
	By:	GENERAL ATLANTIC, L.P., its managing member
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director
	GAP COINVESTMENTS CDA, L.P.
	By:	GENERAL ATLANTIC, L.P., its general partner
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 22 of 23

 

 

	GENERAL ATLANTIC (SPV) GP, LLC
	By:	GENERAL ATLANTIC, L.P., its sole member
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

 

	GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
	By:	GAP (BERMUDA) L.P., its general partner
	By:	GAP (BERMUDA) GP LIMITED, its general partner
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

 

	GENERAL ATLANTIC GENPAR, L.P.
	By:	GENERAL ATLANTIC, L.P., its general partner
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

 

CUSIP No. 37611X100

SCHEDULE 13G

Page 23 of 23

 

 

	GENERAL ATLANTIC (GK), L.P.
	By:	GENERAL ATLANTIC (SPV) GP, LLC, its general partner
	By:	GENERAL ATLANTIC, L.P., its sole member
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

	GAP (BERMUDA) L.P.
	By:	GAP (BERMUDA) GP LIMITED, its general partner
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

 

 

 

SCHEDULE A

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

 

Name	Business Address	Citizenship
William E. Ford (Chief Executive Officer)	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Gabriel Caillaux	23 Savile Row London W1S 2ET United Kingdom	France
Andrew Crawford	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Martin Escobari	55 East 52nd Street 33rd Floor New York, New York 10055	Bolivia and Brazil
Anton J. Levy	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Sandeep Naik	Asia Square Tower 1 8 Marina View, #41-04 Singapore 018960	United States
Graves Tompkins	55 East 52nd Street 33rd Floor New York, New York 10055	United States
N. Robbert Vorhoff	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Eric Zhang	Suite 5704-5706, 57F Two IFC, 8 Finance Street Central, Hong Kong, China	Hong Kong SAR

 

 

 

 

 

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

 

 

	GENERAL ATLANTIC, L.P.
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

 

	GENERAL ATLANTIC PARTNERS 100, L.P.
	By:	GENERAL ATLANTIC GENPAR, L.P., its general partner
	By:	GENERAL ATLANTIC, L.P., its general partner
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director
	GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P.
	By:	GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner
	By:	GAP (BERMUDA) L.P., its general partner
	By:	GAP (BERMUDA) GP LIMITED, its general partner
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

 

	GAP COINVESTMENTS III, LLC
	By:	GENERAL ATLANTIC, L.P., its managing member
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

 

	GAP COINVESTMENTS IV, LLC
	By:	GENERAL ATLANTIC, L.P., its managing member
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director
	GAP COINVESTMENTS V, LLC
	By:	GENERAL ATLANTIC, L.P., its managing member
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director
	GAP COINVESTMENTS CDA, L.P.
	By:	GENERAL ATLANTIC, L.P., its general partner
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

 

	GENERAL ATLANTIC (SPV) GP, LLC
	By:	GENERAL ATLANTIC, L.P., its sole member
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

 

	GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
	By:	GAP (BERMUDA) L.P., its general partner
	By:	GAP (BERMUDA) GP LIMITED, its general partner
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

 

	GENERAL ATLANTIC GENPAR, L.P.
	By:	GENERAL ATLANTIC, L.P., its general partner
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

 

	GENERAL ATLANTIC (GK), L.P.
	By:	GENERAL ATLANTIC (SPV) GP, LLC, its general partner
	By:	GENERAL ATLANTIC, L.P., its sole member
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

	GAP (BERMUDA) L.P.
	By:	GAP (BERMUDA) GP LIMITED, its general partner
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director