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,
                                                            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

             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

       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
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         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
         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.
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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
Management's Discussion and Analysis of Financial Condition and Results of
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

         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
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June 4, 2021
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         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
         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
Revenue Recognition, page F-8

15.    Please tell us your consideration of disclosing disaggregated revenue
recognized from
FirstName LastNameSean McClain
       contracts with customers into categories that depict how the nature,
amount, timing, and
Comapany   NameAbSci
       uncertainty        Corp and cash flows are affected by economic factors.
Refer to ASC
                    of revenue
June 4,606-10-50-5.
        2021 Page 4
FirstName LastName
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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
         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


                                                             Division of
Corporation Finance
                                                             Office of Trade &
cc:      Maggie Wong