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                            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