공시 • Sep 04
Pomerantz LLP Announces Proposed Class Action Settlement on Behalf of Purchasers of Ginkgo Bioworks Holdings, Inc. Common Stock
Pomerantz LLP announced that the United States District Court for the Northern District of California Oakland Division has approved the following announcement of a proposed class action settlement that would benefit purchasers of Ginkgo Bioworks Holdings, Inc. common stock: ALL PERSONS WHO purchased or otherwise acquired shares in Ginkgo Bioworks Holdings, Inc. (Ginkgo, including by way of exchange of Soaring Eagle Acquisition Corp., f/k/a Spinning Eagle Acquisition Corp. (SRNG) shares) pursuant or traceable to the proxy/registration statement (the Proxy/Registration Statement) that Defendants filed with the SEC on Form S-4 on May 14, 2021, and that was thereafter amended on Forms S-4/A on June 28, 2021, July 16, 2021, August 4, 2021, and August 9, 2021 and the body of which was incorporated into the final prospectus on Form 424(b)(3) filed on August 13, 2021; were solicited to approve the Ginkgo Bioworks, Inc.-SRNG merger and to retain rather than redeem SRNG shares pursuant to the Proxy/Registration Statement, and/or purchased or otherwise acquired in a public offering or on public markets securities of Ginkgo (including its predecessor SRNG) between May 11, 2021 and October 5, 2021, both dates inclusive: YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the United States District Court for the Northern District of California, that a hearing will be held on December 5, 2024, at 1:30 p.m. before the Honorable Kandis A. Westmore, United States Magistrate Judge, at the courthouse for the Northern District of California, telephonically, on Zoom, and/or at 1301 Clay Street, Oakland, CA 94612 for the purpose of determining: whether the proposed Settlement of the claims in the above-captioned Action for consideration in the amount of $17,750,000.00 should be approved by the Court as fair, reasonable, and adequate; whether the Plan of Allocation is fair and reasonable, and should be approved; whether Class Counsel’s application for an award of attorneys’ fees of up to 25% and any interest accrued thereon, and reimbursement of out-of-pocket expenses of not more than $325,000 and any interest accrued thereon, and a compensatory award for Lead Plaintiff of not more than $5,000, all to be paid from the Settlement Fund, should be approved; and whether this Action should be dismissed with prejudice against the Defendants as set forth in the Stipulation of Settlement dated April 4, 2024 (the Stipulation) filed with the Court. You are receiving this Notice because the Court has preliminarily certified a class of investors for settlement purposes only (Class), and you may be a member of the Class (Class Member). The proposed Class will consist of all persons or entities who (1) purchased or otherwise acquired shares in Ginkgo, including by way of exchange SRNG shares, pursuant or traceable to the Proxy/Registration Statement that Defendants filed with the SEC on Form S-4 on May 14, 2021, and that was thereafter amended on Forms S-4/A on June 28, 2021, July 16, 2021, August 4, 2021, and August 9, 2021 and the body of which was incorporated into the final prospectus on Form 424(b)(3) filed on August 13, 2021; were solicited to approve the Ginkgo Bioworks, Inc.-SRNG merger and to retain rather than redeem SRNG shares pursuant to the Proxy/Registration Statement; and/or purchased or otherwise acquired in a public offering or on public markets securities of Ginkgo (including its predecessor SRNG) between May 11, 2021 and October 5, 2021, both dates inclusive. Excluded from the Class are: (a) Defendants and their immediate families; current and former directors of Ginkgo or SRNG; any entity that has entered into a stockholder agreement or co-venture agreement with Ginkgo, or was a Private Investment in Public Equities (“PIPE”) investor in Ginkgo; and (d) any entity controlled, majority-owned or wholly owned, or affiliated with any of the above. If you purchased or acquired Ginkgo common stock between May 11, 2021 and November 15, 2021, your rights may be affected by this Action and the Settlement thereof, including the release and extinguishment of claims you may possess relating to your ownership interest in Ginkgo common stock. If you have not received a more-detailed, Notice of Pendency of Class Action and Proposed Class Action Settlement (Notice) and the Proof of Claim and Release Form (Proof of Claim), you may obtain copies of these documents and the Stipulation by downloading them at the Settlement website. If you are unable to do so, you may contact the Settlement Administrator to obtain copies: The case has been litigated since November, 2021. Plaintiff alleges that Defendants made false and misleading statements in the Proxy/Registration Statement it used to merge with SRNG and go public, including: inaccurately describing related party deals impacting reported revenue and deferred revenue; inaccurately describing the value of certain services it performed; misrepresenting certain related parties as independent; and overstating the amount of non-related party revenue Ginkgo generated. SRNG investors, having received the allegedly inaccurate disclosures in the Proxy/Registration Statement, on September 14, 2021: approved the merger, effecting the initial public offering of Ginkgo shares, and determined whether to exercise their right of redemption for $10 per share or to receive in an exchange a share of Ginkgo. Lead Plaintiff alleges that the inaccuracies in the Proxy/Registration Statement violated Section 11 of the Securities Act of 1933 and Section 14(a) of the Securities Exchange Act of 1934. Lead Plaintiff also alleges that a subset of Defendants violated Exchange Act Section 10(b) by making misrepresentations to investors with the required scienter.
