Ginkgo Investor Conference Presentation Deck
DISCLAIMER
Trademarks
This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners, and SRNG's and Ginkgo's use thereof does not imply an affiliation with, or
endorsement by, the owners of such trademarks, service marks, trade names and copyrights. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without
the TM, Ⓒ or ® symbols, but SRNG and Ginkgo will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights.
Private Placement
The securities to which this presentation relate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. This presentation relates to securities that SRNG
intends to offer in reliance on exemptions from the registration requirements of the Securities Act and other applicable laws. These exemptions apply to offers and sales of securities that do not involve a public offering. The securities have not
been approved or recommended by any federal, state or foreign securities authorities, nor have any of these authorities passed upon the merits of this offering or determined that this presentation is accurate or complete. Any representation
to the contrary is a criminal offense.
Financial Information
This presentation contains certain estimated preliminary financial results and key operating metrics for the year ended December 31, 2020, and the historical financial information with respect to Ginkgo contained in this presentation has
been taken from or prepared based on historical financial statements of Ginkgo, including unaudited financial statements for its fiscal year ended December 31, 2020. This information is preliminary and subject to adjustment in connection
with the completion of the audit for the fiscal year ended December 31, 2020. As such, Ginkgo's actual results and financial condition as reflected in the financial statements that will be included in the proxy statement/prospectus on Form S-4
for the proposed Transaction may be adjusted or presented differently from the historical financial information herein, and the variations could be material.
Non-GAAP Financial Measures
Certain of the financial measures included in this presentation, including Foundry Billable Revenue, Foundry Billable Revenue Growth, Net Present Value (NPV) and Adjusted EBITDA, have not been prepared in accordance with general
accepted accounting principles ("GAAP"), and constitute "non-GAAP financial measures" as defined by the SEC. Ginkgo has included these non-GAAP financial measures (including on a forward-looking basis) because it believes they provide
an additional tool for investors to use in evaluating the financial performance and prospects of Ginkgo or any successor entity in the Transaction. These non-GAAP financial measures should not be considered in isolation from, or as an
alternative to, financial measures determined in accordance with GAAP. In addition, these non-GAAP financial measures may differ from non-GAAP financial measures with comparable names used by other companies. See the Appendix
for a description of these non-GAAP financial measures and a reconciliation of the historic measures to Ginkgo's most comparable GAAP financial measures. Note however, that to the extent forward-looking non-GAAP financial measures
are provided herein, they are not reconciled to comparable forward-looking GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation.
Use of Projections
This presentation also contains certain financial forecasts, including projected Foundry Billable Revenue, Foundry Billable Revenue Growth, Foundry Revenue (GAAP), Biosecurity Revenue, Total GAAP Revenue, Adjusted EBITDA and CapEx.
Neither SRNG's nor Ginkgo's independent auditors have studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and, accordingly, neither of them have
expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of
future results. In this presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial
information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective
financial information. Projections are inherently uncertain due to a number of factors outside of SRNG's or Ginkgo's control. While all financial projections, estimates and targets are necessarily speculative, SRNG and Ginkgo believe that the
preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. Accordingly, there can be no assurance that the
prospective results are indicative of future performance of the combined company after the Transaction or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective
financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.
Participation in Solicitation
SRNG and Ginkgo and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies of SRNG's shareholders in connection with the proposed Transaction. Investors and
security holders may obtain more detailed information regarding the names and interests in the proposed Transaction of SRNG's directors and officers in SRNG's filings with the SEC, including SRNG's registration statement on Form S-1,
which was originally filed with the SEC on December 23, 2020. To the extent that holdings of SRNG's securities have changed from the amounts reported in SRNG's registration statement on Form S-1, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to SRNG's shareholders in connection with the
proposed Transaction will be set forth in the proxy statement/prospectus on Form S-4 for the proposed Transaction, which is expected to be filed by SRNG with the SEC.
Investors and security holders of SRNG and Ginkgo are urged to read the proxy statement/prospectus and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will
contain important information about the proposed Transaction. Investors and security holders will be able to obtain free copies of the proxy statement and other documents containing important information about SRNG and Ginkgo through
the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by SRNG can be obtained free of charge by directing a written request to SRNG, 955 Fifth Avenue, New York, NY 10075.
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