Absci Corp美股招股说明书(2025-07-24版)

Common Stock We are offeringshares of our common stock, par value $0.0001 per share (the “common stock”).Our common stock is listed on The Nasdaq Global Select Market under the symbol “ABSI”. On July23, 2025, the last reported sale price of shares of our common stock on The Nasdaq Global Select Market was $3.52 per share.We are a “smaller reporting company” as defined under the federal securities laws and, as such, we have elected tocomply with certain reduced reporting requirements for this prospectus supplement and may elect to do so in future Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to Public Offering Price Proceeds, Before Expenses, to us$(1)See the section titled “Underwriters” beginning on pageS-19of this prospectus supplement for additional For a period of 30 days following the date of this prospectus supplement, the underwriters have the option topurchase up to an additionalshares of common stock at the public offering price, less underwritingdiscounts and commissions. See the section titled “Underwriters.” If the underwriters exercise the option to purchase The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to thesesecurities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and theaccompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or otherjurisdiction where the offer or sale is not permitted.Book-Running ManagersMorganStanleyJ.P.MorganJefferiesTDCowen Prospectus Supplement INCORPORATION OF CERTAIN INFORMATION BY REFERENCE ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE DESCRIPTION OF WARRANTS contained or incorporated by reference in this prospectus supplement or the accompanying base prospectus. Neither we nor theunderwriters takes any responsibility for, or provides any assurance as to the reliability of, any other information that others may give you. You should not assume that the information appearing in this prospectus supplement or the accompanying base prospectus isaccurate as of any date other than the date on the front cover of the respective documents. You should not assume that the information contained in the documents incorporated by reference in this prospectus supplement or the accompanying base prospectus is accurate asof any date other than the respective dates of those documents. Our business, financial condition, results of operations, and prospectsmay have changed since the dates set forth in the respective documents. “our” refer, collectively, to Absci Corporation and its subsidiaries. We obtained the industry, market and competitive position data included or incorporated by reference in this prospectus supplement,the accompanying base prospectus and the documents incorporated herein and therein by reference from our own internal estimates and publicly available information in addition to research, surveys and studies conducted by third parties. Internal estimates are derived frompublicly available information released by industry analysts and third-party sources, our internal research and our industry experience, and are based on assumptions made by us based on such data and our knowledge of our industry and market, which we believe to bereasonable. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to oneor more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph isderived from the same sources, unless otherwise expressly stated or the context otherwise requires. In addition, while we believe theindustry, market and competitive position data included or incorporated by reference in this prospectus supplement is reliable and basedon reasonable assumptions, such data involve risks and uncertainties and are subject to change based on various factors, including thosediscussed in “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made This summary highlights information contained elsewhere, or incorporated by reference, in this prospectus supplement or theaccompanying base prospectus and does not contain all of the information you should consider in making your investment decision. detailed information included elsewhere, or incorporated by reference, in this prospectus supplement or the accompanying baseprospectus. You should carefully consider, among other things, (i)the matters discussed in “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” in each case, included