A class action lawsuit has been filed on behalf of those who purchased or acquired Ginkgo Bioworks Holdings, Inc. (“Ginkgo”) (NYSE: DNA) f/k/a Soaring Eagle Acquisition Corp. (“Soaring Eagle”) (NASDAQ: SRNG) securities between May 11, 2021 and October 5, 2021, both dates inclusive (the “Class Period”).
Ginkgo operates a horizontal platform for cell programming, designed to enable biological production of products as diverse as novel therapeutics, key food ingredients, and chemicals currently derived from petroleum.
The Class Period commences on May 11, 2021, when Ginkgo issued a press release, attached to Soaring Eagle’s Form 8-K filing that same day, entitled “Ginkgo Bioworks to Become a Public Company and Expand its Leading Platform for Cell Programming.” The press release announced that Gingko had entered into a definitive business combination with Soaring Eagle that would result in Ginkgo becoming a publicly-listed company via the merger. Shares of Ginkgo’s common stock have been listed on the New York Stock Exchange since September 17, 2021.
The complaint alleges that throughout the Class Period, the defendants failed to disclose that Ginkgo’s failure to derive real revenue from third-party customers left it almost completely dependent on related parties that Ginkgo created or controlled through its ownership and board seats.
The truth emerged on October 6, 2021, when market researcher Scorpion Capital released a 175-page report alleging that Ginkgo is a “colossal scam,” and describing Ginkgo as a “shell game” whose revenue is highly dependent on related party transactions. The report alleges that Gingko is a “Frankenstein mash-up of the worst frauds of the last 20 years” and “one of the most brazen frauds of the last 20 years.” The report was based on an “intensive investigation into Ginkgo’s business model and practices, with a particular focus on the related-party entities that drive the bulk of its revenue.” As part of this investigation, Scorpion Capital “completed 21 research interviews, encompassing a broad sample of former employees and executives of Ginkgo, as well as individuals who are currently employed at its related-party “customers.” Following this news, Ginkgo’s shares fell $1.39 per share, or approximately 12%, to close at $10.59 per share on October 6, 2021.
On November 15, 2021, Ginkgo acknowledged that shortly after the Scorpion Capital report, Ginkgo received an inquiry from the United States Department of Justice relating to the financial misconduct allegations in the report.
The complaint alleges that throughout the Class Period, the defendants made false and/or misleading statements and/or failed to disclose that: made false and/or misleading statements and/or failed to disclose that: (1) Ginkgo’s failure to derive real revenue from third-party customers left it almost completely dependent on related parties; (2) as a result, most, if not all, of Ginkgo’s revenue came from related parties Ginkgo created, funded, or controlled through its ownership and board seats; (3) Ginkgo was misclassifying and underreporting related party revenue in order to conceal Ginkgo’s near total-dependence on related parties; (4) many of Ginkgo’s new R&D partners are undisclosed related parties and/or façades; (5) as a result, Ginkgo’s valuation was significant less than the defendants disclosed to investors; and (6) as a result, the defendants’ public statements were materially false and/or misleading at all relevant times.
