This video contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Ginkgo and Soaring Eagle Acquisition Corp. (SRNG), including statements regarding the benefits of the transaction, anticipated timing of the transaction, services offered by Ginkgo and the markets in which it operates and Ginkgo’s projected future results. These forward-looking statements generally are identified with “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events based on current expectations and assumptions and thus are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements herein, including but not limited to: (i) the risk the transaction may not be completed in a timely manner or at all, (ii) the risk the transaction may not be completed by SRNG’s business combination deadline and the potential failure to obtain an extension of the deadline if sought by SRNG, (iii) the failure to satisfy the conditions to consummate the transaction, (iv) the lack of a third party valuation in determining whether to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement and plan of merger, (vi) the effect of the announcement or pendency of the transaction on Ginkgo business relationships, performance and business, (vii) risks the proposed transaction disrupts current plans of Ginkgo and affects Ginkgo employee retention as a result of the proposed transaction, (viii) the outcome of any legal proceedings brought against Ginkgo or SRNG related to the proposed transaction, (ix) the ability to maintain SRNG’s listing on Nasdaq, (x) volatility in the price of SRNG’s securities due to factors including changes in the industries in which Ginkgo plans to operate, performance of competitors, changes in laws and regulations affecting Ginkgo’s business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, and (xii) the risk of downturns in demand for synthetic biology products. You should carefully consider the foregoing factors, which are not exhaustive or exclusive, and the other risks and uncertainties in the “Risk Factors” section of SRNG’s proxy statement/prospectus and in SRNG’s other filings with the SEC. You should not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither SRNG nor Ginkgo undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in expectations or any change in events, conditions or circumstances on which any such statement is based.
This video relates to a proposed transaction between Ginkgo and SRNG and does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transaction, SRNG filed a Form S-4/A registration statement with the SEC on June 28, 2021, which included a proxy statement/prospectus of SRNG. The definitive proxy statement/prospectus will be sent to all SRNG shareholders as of the record date to be established for voting on the proposed transaction and Ginkgo stockholders. SRNG also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors/security holders of SRNG and Ginkgo are urged to read the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors/security holders may obtain free copies of the proxy statement/prospectus and relevant documents filed with the SEC by SRNG through www.sec.gov or by written request to SRNG at 955 Fifth Avenue, New York, NY, 10075, Attn: Eli Baker, 310-209-7280.
SRNG and Ginkgo and their directors and officers may be deemed to be participants in the solicitation of proxies from SRNG’s stockholders in connection with the proposed transaction. Information about SRNG’s directors and executive officers and their ownership of SRNG’s securities is set forth in SRNG’s SEC filings.