SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 Absci Corporation
 18105 SE Mill Plain Blvd
 Vancouver, WA 98683 August 20, 2025
 VIA EDGAR Securities and Exchange Commission
 Division of Corporation Finance – Office of Life Sciences
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Absci Corporation
 Registration Statement on Form S-3
 File No. 333-289541
 Request for Acceleration Ladies and
Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Absci Corporation (the
“Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-289541) (the “Registration Statement”), so that it may become
effective at 4:01 pm Eastern time on August 22, 2025, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time.
In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. If you have any
questions regarding this request, please contact Maggie Wong, Esq. of Goodwin Procter LLP at (415) 733-6071.

 Very truly yours, ABSCI
CORPORATION

 By:

 /s/ Todd Bedrick

 Name: Todd Bedrick Title:  Chief
Accounting Officer
 Cc: Maggie Wong, Goodwin Procter LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 19, 2025

Sean McClain
Chief Executive Officer
Absci Corporation
18105 SE Mill Plain Blvd
Vancouver, WA 98683

 Re: Absci Corporation
 Registration Statement on Form S-3
 Filed August 12, 2025
 File No. 333-289541
Dear Sean McClain:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Augustin at 202-551-8483 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Maggie Wong
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Document Absci Corporation 18105 SE Mill Plain Blvd. Vancouver, WA 98683 April 8, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance – Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549   Re: Absci Corporation Registration Statement on Form S-3 File No. 333-286307 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Absci Corporation (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No.  333-286307) (the “Registration Statement”), so that it may become effective at 4:30 pm Eastern time on April 10, 2025, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. If you have any questions regarding this request, please contact Maggie Wong, Esq. of Goodwin Procter LLP at (415) 733-6071. Very truly yours, ABSCI CORPORATION By: /s/ Todd Bedrick Name: Todd Bedrick Title: Chief Accounting Officer Cc: Maggie Wong, Goodwin Procter LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 7, 2025

Sean McClain
Chief Executive Officer
Absci Corp
18105 SE Mill Plain Blvd
Vancouver, WA 98683

 Re: Absci Corp
 Registration Statement on Form S-3
 Filed April 1, 2025
 File No. 333-286307
Dear Sean McClain:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
June 1, 2023
Gregory Schiffman
Chief Financial Officer
Absci Corp
18105 SE Mill Plain Blvd
Vancouver, Washington 98683
Re:Absci Corp
Form 10-K for the Fiscal Year End December 31, 2022
Filed March 30, 2023
File No. 001-40646
Dear Gregory Schiffman:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

Document

  Absci Corp

18105 SE Mill Plain Blvd

Vancouver, Washington 98683

absci.com

+1 (360) 949-1041

May 24, 2023

VIA EDGAR AND FEDERAL EXPRESS

Office of Industrial Applications and Services

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C.  20549

Attn:  Julie Sherman

          Brian Cascio

Re:  Absci Corp

Form 10-K for the Fiscal Year End December 31, 2022

Filed March 30, 2023

File No. 001-40646

Ladies and Gentlemen:

This letter is submitted by Absci Corporation (the “Company”) in response to a comment contained in the letter dated May 15, 2023 (the “Letter”) from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Gregory Schiffman, Chief Financial Officer of the Company, with respect to the Company’s above-referenced Form 10-K (the “Form 10-K”). The Company intends to file an amendment to its Form 10-K (the “Amendment”) with respect to the item contained therein that was the subject of the Staff’s comment. For convenience, the comment is reproduced below in italics, followed by the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2022

Item 9A. Controls and Procedures, page 116

1.    Please amend your filing to provide management’s conclusion regarding the effectiveness of the company’s disclosure controls and procedures as of the end of the period covered by this report in accordance with Item 307 of Regulation S-K.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it will amend and restate Item 9A in its entirety in the Amendment to clearly disclose management’s conclusion on the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2022. At the time of the filing, management had concluded that the disclosure controls and procedures were effective based on an evaluation as of the end of the period covered by the Form 10-K, and, due to a typographical error related solely to an inadvertent deletion of the disclosure of management's explicit conclusion, our disclosure in Item 9A erroneously omitted that conclusion. Notwithstanding this typographical error, management believes this omission does not impact its conclusion on the effectiveness of its disclosure controls and procedures as of December 31, 2022 based on the controls and procedures the

United States Securities and Exchange Commission

May 24, 2023

Page 2

Company has implemented in connection with the preparation of its periodic filings and which were in place as of the end of the period covered by the Form 10-K.

Please see below excerpt from our proposed Amendment describing management's conclusion on its disclosure controls and procedures as of December 31, 2022:

"Based on its evaluation, management concluded that our disclosure controls and procedures as of December 31, 2022 were effective to accomplish their objectives at the reasonable assurance level."

*    *    *

2

United States Securities and Exchange Commission

May 24, 2023

Page 3

If you require additional information, please telephone the undersigned at (360) 787-3538.

 Sincerely,

 /s/ Gregory Schiffman

 Gregory Schiffman

 Chief Financial Officer

Enclosures:

cc:  Sean McClain, Absci Corporation

 Sarah Korman, Absci Corporation

 Maggie Wong, Goodwin Procter LLP

 Kingsley Taft, Goodwin Procter LLP

3

United States securities and exchange commission logo
May 15, 2023
Gregory Schiffman
Chief Financial Officer
Absci Corp
18105 SE Mill Plain Blvd
Vancouver, Washington 98683
Re:Absci Corp
Form 10-K for the Fiscal Year End December 31, 2022
Filed March 30, 2023
File No. 001-40646
Dear Gregory Schiffman:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 9A. Controls and Procedures, page 116
1.Please amend your filing to provide management’s conclusion regarding the effectiveness
of the company’s disclosure controls and procedures as of the end of the period covered
by this report in accordance with Item 307 of Regulation S-K.

             In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameGregory  Schiffman
 Comapany NameAbsci Corp
 May 15, 2023 Page 2
 FirstName LastName
Gregory  Schiffman
Absci Corp
May 15, 2023
Page 2
            You may contact Julie Sherman at (202) 551-3640 or Brian Cascio, Accounting Branch
Chief, at (202) 551-3676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

Document

Absci Corporation

18105 SE Mill Plain Blvd

Vancouver, WA 98683

August 31, 2022

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Absci Corporation: Registration Statement on Form S-3 filed August 24, 2022 (File No. 333-267043)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Absci Corporation (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to September 2, 2022, at 4:00 pm Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

If you have any questions regarding this request, please contact Maggie Wong of Goodwin Procter LLP at (415) 733-6071.

  Sincerely,

  Absci Corporation

  /s/ Gregory Schiffman

  Gregory Schiffman

  Chief Financial Officer

  cc: Sean McClain, Absci Corporation

    Kingsley Taft, Goodwin Procter LLP

    Maggie Wong, Goodwin Procter LLP

United States securities and exchange commission logo
August 26, 2022
Sean McClain
Founder and Chief Executive Officer
Absci Corp
18105 SE Mill Plain Blvd
Vancouver, WA 98683
Re:Absci Corp
Registration Statement on Form S-3
Filed on August 24, 2022
File No. 333-267043
Dear Mr. McClain:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Janice Adeloye at 202-551-3034 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
July 20, 2021
Sean McClain
Chief Executive Officer
Absci Corporation
18105 SE Mill Plain Blvd.
Vancouver, WA 98683
Re:Absci Corporation
Amendment No. 2 to Registration Statement on Form S-1
Filed July 15, 2021
File No. 333-257553
Dear Mr. McClain:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1 Filed July 15, 2021
Unaudited Pro Forma Condensed Combined Financial Information, page 88
1.Please revise to also give effect to (i) the conversion of all outstanding shares of your
redeemable convertible preferred stock into common stock and (ii) the issuance of
common stock upon the conversion of all outstanding principal and accrued interest on the
Convertible Notes, so that the pro forma amounts presented here are similar to those
shown in the pro forma columns elsewhere in the filing.  Refer to Rule 11-02(b)(4) of
Regulation S-X.  In addition, please present the number of shares authorized, issued and
outstanding on a historical and pro forma basis on the face of the pro forma balance sheet
and reconcile in the footnotes between the historical and pro forma share amounts.

 FirstName LastNameSean McClain
 Comapany NameAbsci Corporation
 July 20, 2021 Page 2
 FirstName LastName
Sean McClain
Absci Corporation
July 20, 2021
Page 2
Exhibits
2.We note that the exclusive forum provision in your prospectus on pages 66 and 199 state
that your exclusive forum provision will not apply to claims brought under the Exchange
Act.  However, Article VI, Section 8, of your Form of Amended and Restated Bylaws,
filed as exhibit 3.4, is silent with respect to any claims that may be brought under the
Exchange Act. Please revise to reconcile this inconsistency.  If the exclusive forum
provision does not apply to the Exchange Act, please also ensure that the exclusive forum
provision in your Form of Amended and Restated Bylaws states this clearly, or tell us how
you will inform investors in future filings that the provision does not apply to any actions
arising under the Exchange Act.
General
3.We are still reviewing your determination of the fair value of your share-based issuances
in the supplemental letter submitted on July 19, 2021 and may have additional comments.
            You may contact Stephen Kim at (202) 551-3291 or Rufus Decker at (202) 551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at (202) 551-7127 or Mara Ransom at (202) 551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Maggie Wong

CORRESP
1
filename1.htm

Document

  Goodwin Procter LLP

Three Embarcadero Center,

28th Floor

San Francisco, CA 94111

goodwinlaw.com

+1 415 733 6000

  July 20, 2021

VIA EDGAR AND FEDERAL EXPRESS

Office of Life Sciences

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attn:

 Cara Wirth

Mara Ransom

Re:  Absci Corp

 Amendment No. 2 to Registration Statement on Form S-1

 Filed July 15, 2021

 File No. 333-257553

Ladies and Gentlemen:

This letter is being submitted on behalf of Absci Corporation (the “Company”) in response to comments contained in the letter dated July 20, 2021 (the “Letter”) from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Sean McClain, Chief Executive Officer of the Company, with respect to the Company’s submission of the Amendment No. 2 to Registration Statement on Form S-1 that was filed on July 15, 2021 (the “Registration Statement”). The Company is concurrently filing an Amendment No. 4 to the Registration Statement (the “Amendment”), including changes in response to the Staff’s comments.

The responses set forth below have been organized in the same manner in which the Staff’s comments were organized and all page references in the Company’s responses are to the Amendment.  Two copies of this letter and the marked Amendment will be provided to Cara Wirth of the Commission.

Unaudited Pro Forma Condensed Combined Financial Information, page 88

1.Please revise to also give effect to (i) the conversion of all outstanding shares of your redeemable convertible preferred stock into common stock and (ii) the issuance of common stock upon the conversion of all outstanding principal and accrued interest on the Convertible Notes, so that the pro forma amounts presented here are similar to those shown in the pro forma columns elsewhere in the filing. Refer to Rule 11-02(b)(4) of Regulation S-X. In addition, please present the number of shares authorized, issued and outstanding on a historical and pro forma basis on the face of the pro forma balance sheet and reconcile in the footnotes between the historical and pro forma share amounts.

United States Securities and Exchange Commission

July 20, 2021
Page 2

RESPONSE: The Company acknowledges the Staff’s comment and has revised the disclosure accordingly on pages 89-98 of the Amendment.

Exhibits

2.We note that the exclusive forum provision in your prospectus on pages 66 and 199 state that your exclusive forum provision will not apply to claims brought under the Exchange Act. However, Article VI, Section 8, of your Form of Amended and Restated Bylaws, filed as exhibit 3.4, is silent with respect to any claims that may be brought under the Exchange Act. Please revise to reconcile this inconsistency. If the exclusive forum provision does not apply to the Exchange Act, please also ensure that the exclusive forum provision in your Form of Amended and Restated Bylaws states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Exchange Act.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that since Article VI, Section 8 of the Company’s Form of Amended and Restated Bylaws provides that the Delaware courts are the exclusive forum for state law claims and the federal district courts are the exclusive forum for claims under the Securities Act, the exclusive forum provision does not apply to claims arising under the Exchange Act. The Company has included clarifying disclosure to this effect on pages 66 and 199 of the Amendment and respectfully advises the Staff that it will include disclosure similar to that in the Amendment in its future filings with the Commission to inform investors that the exclusive forum provision does not apply to any actions arising under the Exchange Act.

General

3.We are still reviewing your determination of the fair value of your share-based issuances in the supplemental letter submitted on July 19, 2021 and may have additional comments.

RESPONSE: The Company acknowledges the Staff’s comment.

*    *    *

If you require additional information, please telephone the undersigned at (415) 733 6071.

Sincerely,

/s/ Maggie Wong

Maggie Wong

Enclosures:

cc: Sean McClain, Absci Corporation

 Kingsley Taft, Goodwin Procter LLP

 Brian J. Cuneo, Latham & Watkins LLP

 B. Shayne Kennedy, Latham & Watkins LLP

2

CORRESP
1
filename1.htm

Document

  Goodwin Procter LLP

3 Embarcadero Center

San Francisco, CA 94111

goodwinlaw.com

+1 415 733 6000

FOIA CONFIDENTIAL TREATMENT REQUEST

The entity requesting confidential treatment is

Absci Corporation

18105 S.E. Mill Plain Blvd

Vancouver, WA 98683

Telephone: (360) 949-1041

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.  OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

July 19, 2021

VIA EDGAR AND SECURE FILE TRANSFER

U.S. Securities and Exchange Commission

Office of Life Sciences

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention:  Cara Wirth and Mara Ransom

Re:    Absci Corporation

Registration Statement on Form S-1

CIK No. 0001672688

Rule 83 Confidential Treatment Request by Absci Corporation

Ladies and Gentlemen:

On behalf of Absci Corporation (the “Company”), in response to a question from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by voicemail on July 15, 2021 relating to the Company’s Registration Statement on Form S-1 (File No. 333-257553) filed by the Company with the Commission on June 30, 2021 (the “Registration

CONFIDENTIAL TREATMENT REQUESTED BY ABSCI CORPORATION

July 19, 2021

Page 2

Statement”), and subsequently amended with the Commission on July 8, 2021 and July 15, 2021, we submit this supplemental letter.

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has concurrently filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations.

We confirm on behalf of the Company that, prior to circulating copies of the preliminary prospectus in connection with the offering, the Company filed a pre-effective amendment to the Registration Statement that included all information other than information that may be excluded in reliance upon Rule 430A of Regulation C, and the actual price range included in such amendment, which complied with the Staff’s interpretation regarding the parameters of a bona fide price range.

The Company’s amendment to the Registration Statement filed July 15, 2021 reflects the Stock Split (as defined below) and includes the estimated Preliminary Price Range. All dollar amounts and per share amounts in this letter are post-Stock Split, and therefore, consistent with the Registration Statement.

The Company respectfully requests that the bracketed information contained in this letter be treated as confidential information pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. §200.83, and that the Commission provide timely notice to Sean McClain, Chief Executive Officer, Absci Corporation, 18105 SE Mill Plain Blvd,  Vancouver, WA 98683, before it permits any disclosure of the bracketed information in this letter.

The Company respectfully submits the below additional information to assist the Staff in its review of the Company’s position with respect to its determination of the fair value of its common stock underlying its outstanding equity awards and the reasons for the differences between the recent valuations of its common stock and the estimated offering price range for its initial public offering (“IPO”).

IPO Price Range

The Company advises the Staff that the Registration Statement reflects a price range of $15.00 to $17.00 per share (the “Price Range”) for its IPO, which gives effect to a 3.3031-for-1 forward

CONFIDENTIAL TREATMENT REQUESTED BY ABSCI CORPORATION

July 19, 2021

Page 3

stock split that the Company intends to effect prior to the Company’s IPO (the “Stock Split”). This Price Range is based on a number of factors, including prevailing market conditions, the Company’s financial condition and prospects, estimates of the Company’s business potential, prospects for the Company and the life sciences and biopharmaceutical sectors, the general condition of the securities market, the recent market prices of, and the demand for, publicly-traded common stock of generally comparable companies, feedback from investors and discussions with the underwriters for the IPO regarding potential valuations of the Company. The Price Range complies with the Staff’s interpretation regarding the parameters of a bona fide price range. The Company believes that the foregoing indicative price range will not be subject to significant change.

Determining the Fair Value of Stock Options Granted and Common Stock Issued Prior to the IPO

As described in detail on pages 117 through 119 in the Management’s Discussion and Analysis of Critical Accounting Policies and Significant Judgments and Estimates section of the prospectus included within the Registration Statement, which includes an explanation of the Company’s approach to accounting for stock-based compensation, the Company has historically determined the fair value of the Company’s common stock using methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “AICPA Practice Guide”).

In addition, the Company’s management and its Board of Directors (the “Board of Directors”) also considered numerous objective and subjective factors, as disclosed in the Company’s most recent filing of the Registration Statement on July 15, 2021, along with input from third-party valuations, to determine the fair value of the Company’s common stock.

The Company determined that the fair value of its common stock increased from $[***] per share as of October 2020 to $[***] per share as of March 31, 2021 and $[***] per share as of June 30, 2021. The following discussion describes the reasons for the increases in the fair value of the Company’s common stock over this period.

The assumptions used in the valuation model to determine the estimated fair value of the Company’s common stock as of the grant date of each award are based on numerous objective and subjective factors, combined with management’s judgment, including the following:

•the Company’s progress in developing its Integrated Drug Creation Platform;

CONFIDENTIAL TREATMENT REQUESTED BY ABSCI CORPORATION

July 19, 2021

Page 4

•the Company’s progress with entering into programs with partners providing for or otherwise contemplating the ability to negotiate potential downstream economic benefits;

•the impact of significant corporate events or milestones, including the negotiation and closing of the Company’s Series E redeemable convertible preferred stock financing in October 2020 and the negotiation and closing of the Company’s convertible promissory note financing in March 2021;

•material risks related to the Company’s business;

•the Company’s actual operating results and financial condition, including the Company’s level of available capital resources;

•rights, preferences and privileges of the Company’s convertible preferred stock relative to those of the common stock;

•the status of the Company’s organization, including its recruitment and hiring of senior management and other employees;

•equity market conditions affecting comparable public companies;

•the effect of the COVID-19 pandemic on the global economy and the global capital markets;

•the likelihood and potential timing of achieving a liquidity event for the shares of common stock, such as an initial public offering, given prevailing market and biotechnology sector conditions; and

•the lack of marketability of the Company’s common stock.

Common stock valuation methodologies

The AICPA Practice Guide identifies various available methods for allocating enterprise value across classes and series of capital stock to determine the estimated fair value of common stock at each valuation date. In accordance with the AICPA Practice Guide, the Company considered the following methods:

Backsolve Method – Under this Backsolve method, the value of the Company’s common stock is derived from a transaction involving the Company’s own securities.

CONFIDENTIAL TREATMENT REQUESTED BY ABSCI CORPORATION

July 19, 2021

Page 5

Option Pricing Method. Under the option pricing method (“OPM”), shares are valued by creating a series of call options with exercise prices based on the liquidation preferences and conversion terms of each equity class. The estimated fair values of the convertible preferred and common stock are inferred by analyzing these options.

Probability-Weighted Expected Return Method. The probability-weighted expected return method (“PWERM”) is a scenario-based analysis that estimates value per share based on the probability-weighted present value of expected future outcomes and investment.

Hybrid Approach. Under this approach, the Company used PWERM in combination with CVM or OPM (the “Hybrid Approach”) to determine the estimated fair value of the Company’s common stock.

The Company’s most recent third-party valuations used by the Board of Directors to determine the fair value of the Company’s common stock as of the grant date of each option award in 2020 and 2021, considered either solely the Market Approach – Backsolve Method, incorporating an Option Pricing Model (OPM) or a combination of the following scenarios: (i) a going concern (stay-private) scenario using the OPM and (ii) an IPO scenario assuming an IPO at a certain point in the future. Each valuation probability-weighted the future-event scenarios based on the Company’s assessment of its business operations and market conditions at the time of the valuation.

Recent Stock Option Grants

As part of this analysis, the Company evaluated its stock option activity beginning in October 2020. The Company did not have material stock option activity prior to October 2020. The Company’s most recent grants of stock options since October 2020 are set forth below (split adjusted):

Grant Date Number of Shares of Common Stock Underlying Options Granted Exercise Price Per Share Fair Value Per Share of Common Stock (1)

October 28, 2020 1,725,070 $[***] $[***]

January 6, 2021 55,353 $[***] $[***]

January 28, 2021 2,196,039 $[***] $[***]

March 4, 2021 801,137 $[***] $[***]

March 15, 2021 846,715 $[***] $[***]

March 17, 2021 35,343 $[***] $[***]

CONFIDENTIAL TREATMENT REQUESTED BY ABSCI CORPORATION

July 19, 2021

Page 6

April 22, 2021 400,715 $[***] $[***]

June 1, 2021 1,299,674 $[***] $[***]

June 17, 2021 857,798 $[***] $[***]

July 9, 2021 233,509 $[***] $[***](2)

(1)The Fair Value per share of common stock represents a retrospective revaluation solely for accounting purposes as further discussed below.

(2)The Company anticipates taking into account the IPO offering price in hindsight when establishing the final fair value estimate of awards granted on July 9, 2021 for the purposes of calculating and recording stock-based compensation. The estimated fair value per share in this table for the July 9, 2021 grant is utilizing a linear interpolation from the June 30, 2021 valuation to the midpoint price of $16.00 per share on an IPO date of July 22, 2021.

In the course of preparing the Company’s financial statements with a retrospective view, the Company estimated the fair value of the Company’s Common Stock for financial statement purposes. See discussion below for further detail regarding this retrospective analysis at each grant date as part of the Company’s estimation of the Common Stock fair value.

October 2020, January 2021 and March 2021 stock option grants

Between August and October 2020, the Company negotiated and closed its Series E preferred stock financing. The Company issued and sold an aggregate of 3,313,519 shares of its Series E preferred stock pursuant to the Series E Stock Purchase Agreement at a purchase price of [***] (adjusted for the expected forward stock split following conversion into Common Stock upon the IPO) per share for an aggregate purchase price of $65 million (Series E Financing). References to preferred shares and price per share are not reflective of the anticipated common stock forward stock split of 3.3031-for-1 that will go into effect prior to the IPO. In conjunction with this Series E Financing, the Company, with the assistance of a third-party valuation firm, performed a valuation of the Common Stock as of August 31, 2020 on a minority-interest, non-marketable basis using the Option Pricing Model (OPM) backsolve method, solving for the total stockholders’ equity value. Based on the above analysis, the valuation resulted in an equity value of approximately $[***] million. A discount for lack of marketability (DLOM) of 24% was then applied to the Common Stock resulting in a fair value of $[***] per share (the “August 2020 Valuation”).

Between October 28, 2020 and March 17, 2021, the Board granted stock options to purchase 5,659,657 shares of Common Stock with an exercise price of $[***] per share. In determining the fair value of the Common Stock for the October 2020 grants, the Board considered the August 2020 Valuation, relevant business conditions, and the absence of any changes since the closing of the Series E Financing that would materially impact the Company’s

CONFIDENTIAL TREATMENT REQUESTED BY ABSCI CORPORATION

July 19, 2021

Page 7

equity value since the time of the August 2020 Valuation. As a result of the lack of material changes in the business during that time period, no alterations were made to the exercise price of the granted stock options.

In the course of preparing the Company’s financial statements with a retrospective view, the Company estimated the fair value of the Company’s Common Stock for financial statement purposes. To properly make such an estimate, the Company engaged the third-party valuation firm to perform a retrospective common stock valuation as of December 31, 2020 and March 31, 2021 using the benefit of hindsight. In late March 2021, the Company initiated discussions with certain investment banks to act as underwriters and began its IPO process by holding its IPO organizational meeting on March 23, 2021. As a result, both the December 31, 2020 and March 31, 2021 valuations obtained retrospectively for financial reporting purposes, incorporated a probability weighted valuation methodology using two scenarios set forth in the table below.

 IPO Scenario (Longer-term) IPO Scenario (Shorter-term) Stay-private Scenario

Valuation date Probability weighting Probability weighting Probability weighting Indicated Fair Value per Share of Common Stock

December 31, 2020 20%  80% $[***]

March 31, 2021  40% 60% $[***]

December 31, 2020 common stock valuation:

–Scenario #1: IPO in 12-15 months: The Company estimated a 20% probability associated with an IPO in the timeframe indicated following December 2020. The equity value of the Company in an IPO at this date was estimated to be approximately $[***] billion. To estimate the IPO value for this scenario, as no preliminary indications of value had yet been received from the underwriters or potential investors through the IPO process, the Company’s third-party valuation firm examined a population of biotechnology IPOs from the most recent 12 months and utilized a blend of the median and average valuations.  This estimated IPO value was an approximate [***]% premium compared to the Series E convertible preferred stock financing from O

CORRESP
1
filename1.htm

Document

VIA EDGAR

July 19, 2021

Office of Life Sciences

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:     Cara Wirth

Mark Ransom

Re: Absci Corporation
Acceleration Request for Registration Statement on Form S-1
File No. 333-257553

Dear Ms. Wirth,

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Absci Corporation (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to July 21, 2021, at 5:30 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Maggie Wong at (415) 733-6071. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Maggie Wong, by facsimile to (415) 520-6984.

If you have any questions regarding this request, please contact Maggie Wong of Goodwin Procter LLP at (415) 733-6071.

Sincerely,

ABSCI CORPORATION

/s/ Sean McClain

Sean McClain

Chief Executive Officer

 cc:         Maggie Wong, Goodwin Procter LLP

Kingsley Taft, Goodwin Procter LLP
Brian Cuneo, Latham & Watkins LLP

CORRESP
1
filename1.htm

Document

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010

BofA Securities, Inc.

One Bryant Park

New York, NY 10036

Cowen and Company, LLC

599 Lexington Avenue, 20th Floor

New York, NY 10022

Stifel, Nicolaus & Company, Incorporated

One Montgomery Street, Suite 3700

San Francisco, CA 94104

July 19, 2021

VIA EDGAR

Office of Life Sciences

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:     Cara Wirth

    Mark Ransom

Re:    Absci Corporation

Request for Acceleration of Effective Date

    File No. 333-257553

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters of Absci Corporation’s (the “Company”) proposed public offering of its common stock, par value $0.0001 per share, hereby join the Company’s request for acceleration of the above-referenced Registration Statement, as amended, requesting effectiveness as of 5:30 p.m. Eastern Time on July 21, 2021, or as soon thereafter as is practicable, or at such later time as the Company or its outside counsel, Goodwin Procter LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 of the Act, we, as representatives of the several underwriters, wish to advise you that we have distributed approximately 2,033 copies of the Company’s Preliminary Prospectus dated July 15, 2021 through the date hereof to underwriters, dealers, institutions and others.

We, the undersigned, as representatives of the several underwriters, have complied and will continue to comply, and we have been informed by the participating underwriters that they have complied and will continue to comply, with the provisions of Rule 15c2-8 of the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very truly yours,

J.P. Morgan Securities LLC

Credit Suisse Securities (USA) LLC

BofA Securities, Inc.

Cowen and Company, LLC

Stifel, Nicolaus & Company, Incorporated

As representatives of the several Underwriters

By:  J.P. Morgan Securities LLC

 By:  /s/ Benjamin Burdett

 Name:  Benjamin Burdett

 Title: Managing Director

By:  Credit Suisse Securities (USA) LLC

 By: /s/ Sumit Khedekar

 Name: Sumit Khedekar

 Title: Americas Head of Healthcare

By:  BofA Securities, Inc.

 By: /s/ Greg Butz

 Name: Greg Butz

 Title: Managing Director

By:  Cowen and Company, LLC

 By: /s/ Jamie Streator

 Name: Jamie Streator

 Title: Managing Director

By:  Stifel, Nicolaus & Company, Incorporated

 By: /s/ Nathan Thompson

 Name: Nathan Thompson

 Title: Director

[Signature Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

Document

  Goodwin Procter LLP

Three Embarcadero Center,

28th Floor

San Francisco, CA 94111

goodwinlaw.com

+1 415 733 6000

July 15, 2021

VIA EDGAR AND FEDERAL EXPRESS

Office of Life Sciences

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attn:  Cara Wirth

          Mara Ransom

Re:  Absci Corp
Amendment No. 1 to Registration Statement on Form S-1
Filed July 8, 2021
File No. 333-257553

Ladies and Gentlemen:

This letter is being submitted on behalf of Absci Corporation (the “Company”) in response to comments contained in the letter dated July 14, 2021 (the “Letter”) from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Sean McClain, Chief Executive Officer of the Company, with respect to the Company’s submission of the Amendment No. 1 to Registration Statement on Form S-1 that was submitted on July 8, 2021 (the “Registration Statement”). The Company is concurrently submitting an Amendment No. 2 to the Registration Statement (the “Amendment”), including changes in response to the Staff’s comments.

The responses set forth below have been organized in the same manner in which the Staff’s comments were organized and all page references in the Company’s responses are to the Amendment. Two copies of this letter and the marked Amendment will be provided to Cara Wirth of the Commission.

Letter from Sean McClain, founder & CEO, page 120

1.Please revise to provide sources and/or citations for the following statements or recharacterize them as your beliefs:

•"We’ve seen the protein-based drug landscape grow exponentially."

•"Biopharmaceutical pipelines are full of up-and-coming biologics, and the industry has nearly boundless ideas for new proteins that have yet to enter clinical development."

•"Mammalian cells are costly to maintain, slow and intractable to engineer, and although they have proven capable of making human antibodies, they are not readily adaptable to making new types of proteins."

United States Securities and Exchange Commission

July 15, 2021

Page 2

•"By marrying cutting-edge artificial intelligence with synthetic biology, we are stepping beyond the constraints of nature’s evolutionary trajectory, opening up a new sequence space for potential proteins, and even adding new letters to the amino acid alphabet to realize new possibilities for drug discovery."

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised its disclosure on page 121 of the Amendment accordingly. The Company further respectfully advises the staff that its statement that "mammalian cells are costly to maintain, slow and intractable to engineer, and although they have proven capable of making human antibodies, they are not readily adaptable to making new types of proteins" is supported by the article “Recent Developments in Bioprocessing of Recombinant Proteins,” published by Nagesh K. Tripathi and Ambuj Shrivastava in Frontiers in Bioengineering and Biotechnology and additional source documentation previously provided supplementally to the Staff on June 15, 2021.

Computational Antibody & Target Discovery, page 154

2.We note your statement that "[t]his is a potentially powerful approach to enable rapid response to emerging infectious diseases through efficient identification of antibodies that could be useful for diagnostic and/or therapeutic interventions." Please provide supplemental support for this statement or recharacterize it as management's beliefs.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised its disclosure on page 155 of the Amendment accordingly.

*    *    *

2

United States Securities and Exchange Commission

July 15, 2021

Page 3

If you require additional information, please telephone the undersigned at (415) 733 6071.

Sincerely,

/s/ Maggie Wong

Maggie Wong

Enclosures:

cc: Sean McClain, Absci Corporation

 Kingsley Taft, Goodwin Procter LLP

 Brian J. Cuneo, Latham & Watkins LLP

 B. Shayne Kennedy, Latham & Watkins LLP

3

United States securities and exchange commission logo
July 14, 2021
Sean McClain
Chief Executive Officer
AbSci Corp
101 E. 6th Street, Suite 350
Vancouver, WA 98660
Re:AbSci Corp
Amendment No. 1 to Registration Statement on Form S-1
Filed July 8, 2021
File No. 333-257553
Dear Mr. McClain:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 Filed July 8, 2021
Letter from Sean McClain, founder & CEO, page 120
1.Please revise to provide sources and/or citations for the following statements or
recharacterize them as your beliefs:
•"We’ve seen the protein-based drug landscape grow exponentially."
•"Biopharmaceutical pipelines are full of up-and-coming biologics, and the industry
has nearly boundless ideas for new proteins that have yet to enter clinical
development."
•"Mammalian cells are costly to maintain, slow and intractable to engineer, and
although they have proven capable of making human antibodies, they are not readily
adaptable to making new types of proteins."
•"By marrying cutting-edge artificial intelligence with synthetic biology, we are

 FirstName LastNameSean McClain
 Comapany NameAbSci Corp
 July 14, 2021 Page 2
 FirstName LastName
Sean McClain
AbSci Corp
July 14, 2021
Page 2
stepping beyond the constraints of nature’s evolutionary trajectory, opening up a new
sequence space for potential proteins, and even adding new letters to the amino acid
alphabet to realize new possibilities for drug discovery."
Computational Antibody & Target Discovery, page 154
2.We note your statement that "[t]his is a potentially powerful approach to enable rapid
response to emerging infectious diseases through efficient identification of antibodies that
could be useful for diagnostic and/or therapeutic interventions."  Please provide
supplemental support for this statement or recharacterize it as management's beliefs.
            Please contact Cara Wirth at (202) 551-7127 or Mara Ransom at (202) 551-7127 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Maggie Wong

CORRESP
1
filename1.htm

Document

  Goodwin Procter LLP

Three Embarcadero Center,

28th Floor

San Francisco, CA 94111

goodwinlaw.com

+1 415 733 6000

July 8, 2021

VIA EDGAR AND FEDERAL EXPRESS

Office of Life Sciences

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C.  20549

Attn:  Cara Wirth

          Mara Ransom

Re:  Absci Corp

Amendment No. 1 to Draft Registration Statement on Form S-1

Submitted June 16, 2021

CIK No. 0001672688

Ladies and Gentlemen:

This letter is being submitted on behalf of Absci Corporation (the “Company”) in response to comments contained in the letter dated July 2, 2021 (the “Letter”) from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Sean McClain, Chief Executive Officer of the Company, with respect to the Company’s confidential submission of the Amendment No. 1 to Draft Registration Statement on Form S-1 that was submitted on June 16, 2021. The Company is concurrently submitting an Amendment No. 1 to the Form S-1 Registration Statement that was filed on June 30, 2021 (the “Amendment”), including changes in response to the Staff’s comments.

The responses set forth below have been organized in the same manner in which the Staff’s comments were organized and all page references in the Company’s responses are to the Amendment.  Two copies of this letter and the marked Amendment will be provided to Cara Wirth of the Commission.

 “We are in the process of identifying key business metrics to evaluate our business . . .”, page 59

1.We note your revised disclosure in response to comment 3.  We note you removed the “positioned to negotiate” royalty and licenses language from page 101, but kept it on page 59. With respect to your disclosure on page 59, if there is no assurance that such arrangements will be agreed upon, please revise to state as much or remove this language.

United States Securities and Exchange Commission

July 8, 2021

Page 2

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised its disclosure on page 60 to indicate that there is no assurance that the Company will be able to enter into or maintain licenses on acceptable terms, or at all.

Condensed Consolidated Statements of Operations and Comprehensive Loss, page F-30

2.Please provide us with the detailed calculation of the weighted-average common shares and units outstanding of 5,140,648 shares as of March 31, 2021, or revise.  In this regard, we note that the numbers of common shares outstanding were 5,415,414 shares as of December 31, 2020 and 5,934,236 shares as of March 31, 2021 according to your statements of other stockholders’ and members’ deficit.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the staff that a detailed calculation of the weighted-average common shares outstanding is provided in the table below. The Company further respectfully advises the Staff that the common shares outstanding referred to in the Staff’s comment represent the total legally issued and outstanding common shares as of the specified dates and include restricted common stock that are disclosed on page F-48 of the Amendment. Such restricted stock is contingently returnable and has been excluded from the calculation of basic net loss per share in accordance with ASC 260-10-45-13. The Company also respectfully advises the Staff that the Company has revised its disclosure on page F-55 to indicate the restricted common stock and units that are contingently returnable are excluded from the weighted-average common shares and units outstanding calculation.

 Quarter ended March 31, 2021

Weighted average shares of common stock outstanding, basic and diluted

 5,741,146

Less: weighted average unvested common stock

 (600,498)

Weighted average shares used to compute net loss per share, basic and diluted

 5,140,648

*         *         *

2

United States Securities and Exchange Commission

July 8, 2021

Page 3

If you require additional information, please telephone the undersigned at (415) 733 6071.

 Sincerely,

 /s/ Maggie Wong

 Maggie Wong

Enclosures:

cc:  Sean McClain, Absci Corporation

 Kingsley Taft, Goodwin Procter LLP

 Brian J. Cuneo, Latham & Watkins LLP

 B. Shayne Kennedy, Latham & Watkins LLP

3

United States securities and exchange commission logo
July 2, 2021
Sean McClain
Chief Executive Officer
AbSci Corp
101 E. 6th Street, Suite 350
Vancouver, WA 98660
Re:AbSci Corp
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted June 16, 2021
CIK No. 0001672688
Dear Mr. McClain:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted June 16, 2021
"We are in the process of identifying key business metrics to evaluate our business...", page 59
1.We note your revised disclosure in response to comment 3.  We note you removed the
"positioned to negotiate" royalty and licenses language from page 101, but kept it on page
59.  With respect to your disclosure on page 59, if there is no assurance that such
arrangements will be agreed upon, please revise to state as much or remove this language.
Condensed Consolidated Statements of Operations and Comprehensive Loss, page F-30
2.Please provide us with the detailed calculation of the weighted-average common shares
and units outstanding of 5,140,648 shares as of March 31, 2021, or revise.  In this regard,
we note that the numbers of common shares outstanding were 5,415,414 shares as of

 FirstName LastNameSean McClain
 Comapany NameAbSci Corp
 July 2, 2021 Page 2
 FirstName LastName
Sean McClain
AbSci Corp
July 2, 2021
Page 2
December 31, 2020 and 5,934,236 shares as of March 31, 2021 according to your
statements of other stockholders' and members' deficit.
            You may contact Stephen Kim at 202-551-3291 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at 202-551-7127 or Mara Ransom at 202-551-3264 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Maggie Wong

United States securities and exchange commission logo
June 4, 2021
Sean McClain
Chief Executive Officer
AbSci Corp
101 E. 6th Street, Suite 350
Vancouver, WA 98660
Re:AbSci Corp
Draft Registration Statement on Form S-1
Submitted May 6, 2021
CIK No. 0001672688
Dear Mr. McClain:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted May 6, 2021
Prospectus Summary, page 1
1.We note that certain of your statements may suggest that you are involved in various
clinical trials or related processes, such as "[e]ight of the Active Programs are focused on
developing production cell lines for partners’ biologic drug candidates (five preclinical,
one Phase 1, one Phase 3, and one animal health), reflecting our 2018 commercialization
of our Cell Line Development (CLD) applications" and "we have CLD programs for one
Phase 1 candidate and one Phase 3 candidate, each of which is currently in clinical
development using drug substance manufactured through other technologies."  Please
revise to clarify that your partners are responsible for all pre-clinical and clinical testing of
your products.  Additionally, please revise your Prospectus Summary to include a

 FirstName LastNameSean McClain
 Comapany NameAbSci Corp
 June 4, 2021 Page 2
 FirstName LastNameSean McClain
AbSci Corp
June 4, 2021
Page 2
statement to communicate that you are not participating in preclinical validation, clinical
trials, or seeking FDA approvals for your products.
2.We note your statements that you are "replacing the fragmented steps and inefficiencies of
the conventional biologic drug discovery and cell line development processes with our
fully integrated, end-to-end platform designed to create new and better biologics and
accelerate their advancement into clinical trials and ultimately into the marketplace where
they can serve patients,"  that your platform allows you to "to expand biological
possibilities and generate proteins intractable to produce with other technologies to ensure
the best drug candidates have the opportunity to become therapeutic realities for patients,"
and that "[proteins'] commercial applications extend far beyond the realm of therapeutics
and into other industries including materials science, industrial chemicals, cosmetics,
synthetic foods, and agriculture."  Please provide a factual basis for these statements
or characterize each statement as your belief.
3.Clarify your disclosure where you state that you are "positioned to negotiate" license
agreements with potential downstream milestone payments and royalties.  If there is no
assurance that such arrangements will be agreed upon, please revise to state as much or
remove this language.  In this regard, tell us why you believe it is appropriate to
include them in the definition of "Active Programs" if no contractual arrangement for
future future licensing revenues has been entered into.
Risk Factors
General Risk Factors, page 61
4.We note risk factors starting on 63 related to being an emerging growth company.  As you
have elected to avail yourself of the extended transition period for complying with new or
revised accounting standards under Section 102(b)(1) of the JOBS Act, please provide a
risk factor explaining that this election allows you to delay the adoption of new or revised
accounting standards that have different effective dates for public and private companies
until those standards apply to private companies.  Also, state that, as a result of this
election, your financial statements may not be comparable to companies that comply with
public company effective dates.
Market and Industry Data and Forecasts, page 69
5.We note your statement that you "obtained the industry, market and competitive position
data used throughout this prospectus from our own internal estimates and research, as well
as from independent market research, industry and general publications and surveys,
governmental agencies and publicly available information in addition to research, surveys
and studies conducted by third parties, including market information from April 2021
Evaluate Pharma data."  Please identify the parties that conducted the independent market
research and the third parties the conducted the surveys and studies, file a consent for the
information attributed to them, or tell us why you are not required to do so.  Refer to
Securities Act Rule 436.

 FirstName LastNameSean McClain
 Comapany NameAbSci Corp
 June 4, 2021 Page 3
 FirstName LastNameSean McClain
AbSci Corp
June 4, 2021
Page 3
COVID-19 Pandemic, page 83
6.We note that you "experienced delays in technology development activities due to supply
chain interruptions related to diversion of personal protective equipment and
biotechnology research and biomanufacturing supplies to healthcare organizations and
COVID-19 vaccine developers."  If possible, please quantify the costs associated with the
delays due to COVID-19 and disclose whether you are still experiencing any such delays.
Key Factors Affecting Our Results of Operations and Future Performance, page 84
7.Clarify what proportion of your technology development agreements anticipate that your
partners will elect a license or enter into license agreement following the completion of
your technology development activities.  Revise to specify what you mean when you say
that such agreements "anticipate" the election or entry into a license agreement.  If there is
no assurance that any of your partners will enter into such agreements, please state as
much.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 87
8.Please expand and revise your discussion under Results of Operations to provide a more
detailed analysis for each material quantitative change in operating measures from period
to period.  While you discuss certain factors to which changes are attributable, you do not
discuss and analyze known material trends, events, demands, commitments, uncertainties,
and related underlying reasons or drivers.  For example, you attribute the increase in
technology development revenue to an increase in the number of technology development
agreements and the achievement of additional project-based milestones under such
agreements.  However, you do not discuss the uncertainties of the timing of payments
under your technology development and other partner agreements as they are subject to
the achievement of project milestones and your partners’ decisions to initiate or continue
the technology development work.

On a related matter, please revise to quantify factors to which changes are attributed.  For
example, you disclose that the increase in research and development expenses is primarily
attributable to increased headcount, and related personnel costs, allocation of facility
overhead, and increased purchases of necessary consumables, but do not quantify those
impacts.

For guidance, refer to Item 303 of Regulation S-K.
Liquidity and Capital Resources
Cash Flows, page 91
9.You disclose that the increase in cash used in operating activities was primarily
attributable to the increase in net losses and changes in net working capital.  Please

 FirstName LastNameSean McClain
 Comapany NameAbSci Corp
 June 4, 2021 Page 4
 FirstName LastName
Sean McClain
AbSci Corp
June 4, 2021
Page 4
expand your discussion to disclose the material factors that impact the comparability of
operating cash flows in terms of cash and quantify each factor indicated, so that investors
may understand the magnitude of each.  Your discussion should focus on factors that
directly affect cash, and not merely refer to net losses, which are recorded on an accrual
basis.  Refer to Item 303(b) of Regulation S-K.
Limitations of existing approaches, page 105
10.Clarify the source of the information you provide here with respect to the quantified
information you provide about conventional fragmented approaches.   This comment also
applies to the various depictions you offer under "Advantages of our Integrated Drug
Creation Platform."
Intellectual Property, page 127
11.Please disclose the type of patent protection that you have for each of your patents.
Material Agreements, page 129
12.We note your statement on page 2, that your current partners include three of the top 20
pharmaceutical companies based on 2020 global revenues, on page 22, that your top 2
partners accounted for 77% of your revenue and that you enter into Technology
Development Agreements with each of your partners.  Please revise your disclosure to
include the material terms of the Technology Development Agreements.
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Fair Value of Financial Instruments, page F-7
13.You disclose that the carrying values of certain financial instruments, including the long-
term debt, approximate fair value.  Please revise to provide all the disclosures required
by ASC 825-10-50-10.
14.Your financial instruments include a Fee in lieu of Warrant Liability.  Please tell us, in
sufficient detail, what this represents, how it was accounted for, and the related dollar
amount, including the financial statement line item in which it is recorded.
Revenue Recognition, page F-8
15.Please tell us your consideration of disclosing disaggregated revenue recognized from
contracts with customers into categories that depict how the nature, amount, timing, and
uncertainty of revenue and cash flows are affected by economic factors. Refer to ASC
606-10-50-5.

 FirstName LastNameSean McClain
 Comapany NameAbSci Corp
 June 4, 2021 Page 5
 FirstName LastName
Sean McClain
AbSci Corp
June 4, 2021
Page 5
Exhibits
16.We note your disclosure on page 32 that Sartorius AG supplies you with systems and
related equipment and consumables, which are "critical" to to your business and that you
are "materially reliant" on the liquid handling robotics and associated consumables
produced solely by Hamilton Company.  We also note your disclosure that "[a]ny
disruption in the supply chain for these products would materially affect our business."
Please file the supply agreements with Sartorius AG and Hamilton Company as exhibits.
Refer to Item 601(b)(10) of Regulation S-K.
            You may contact Stephen Kim at (202) 551-3291 or Rufus Decker at (202) 551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at (202) 551-7127 or Mara Ransom at (202) 551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Maggie Wong