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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.
Sean McClain
FirstName LastNameSean McClain
Absci Corporation
Comapany
July NameAbsci Corporation
20, 2021
July 20,
Page 2 2021 Page 2
FirstName LastName
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