What Ginkgo Bioworks Holdings, Inc. told the SEC could break it.

Ginkgo derives a significant portion of its revenue from a limited number of large customers, some of which are related parties: for 2025 one Cell Engineering customer accounted for 15% and one Biosecurity customer for 12% of total revenue (in 2024 two Cell Engineering customers were 13% and 20% and one Biosecurity customer 16%); because acquiring new customers and developing programs takes significant time, the loss of, or a significant reduction by, one of these large customers would materially harm its revenue, results, cash flows and reputation.

“For the year ended December 31, 2025, one customer in the Cell Engineering segment accounted for 15% of the Company's total revenue, while one customer in the Biosecurity segment accounted for 12% of the Company's total revenue .”

Ginkgo's specialized lab operations are concentrated and exposed to disaster risk: its headquarters comprise over 320,000 square feet of office and lab space in Boston's Seaport district, and certain of its facilities are located in active flood, earthquake and/or tsunami zones while certain of its suppliers operate in the same or similarly disaster-prone regions; a natural disaster, power loss, fiber cut, cyberattack, bioterrorism/sabotage event or pandemic affecting these facilities or its suppliers could disrupt its automated lab operations and service delivery.

“Certain of our facilities are located in an active floor, earthquake and/or tsunami zone, and certain of our suppliers conduct their operations in the same region or in other locations that are susceptible to natural disasters.”

Ginkgo and its customers are subject to extensive regulation: its cell-engineering and product-discovery services support customers making pharmaceutical, food and cosmetic products regulated by the FDA, and its business is also subject to the FTC, USDA, DEA, EPA, comparable foreign authorities and state/local authorities; its Biosecurity work as a U.S. Government prime contractor and subcontractor subjects it to procurement rules, and the tests/test kits used in its surveillance-testing services may be regulated by the FDA as medical devices requiring clearance/approval — so non-compliance could bring enforcement actions, civil/criminal sanctions and adverse publicity.

“Our business, or the business of our customers, may be regulated by the FDA and other federal authorities in the United States, including the U.S. Federal Trade Commission (“FTC”), U.S. Department of Agriculture (“USDA”), U.S. Drug Enforcement Administration (“DEA”) and U.S. Environmental Protection Agency (“EPA”), as well as comparable authorities in foreign jurisdicti”

Ginkgo operates a capital-intensive synthetic-biology platform (large lab footprint, R&D and automation investment) and states it may need substantial additional capital in the future to fund its business; combined with periods of significant organizational change, this dependence on continued access to capital markets means a funding shortfall, inability to raise capital on acceptable terms, or failure to reach sustainable profitability could force it to curtail operations, programs or investment.

“We may need substantial additional capital in the future in order to fund our business.”