| Item 1. | |
| (a) | Name of issuer:
Absci Corporation |
| (b) | Address of issuer's principal executive offices:
18105 SE Mill Plain Boulevard, Vancouver, WA, 98683 |
| Item 2. | |
| (a) | Name of person filing:
Sean McClain |
| (b) | Address or principal business office or, if none, residence:
c/o Absci Corporation
18105 SE Mill Plain Boulevard
Vancouver, WA 98683 |
| (c) | Citizenship:
United States |
| (d) | Title of class of securities:
Common stock, par value, $0.0001 per share |
| (e) | CUSIP No.:
00091E109 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
10,760,728 |
| (b) | Percent of class:
8.3 %
|
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
10,760,728
Consists of (i) 6,456,420 shares of common stock held of record by Sean McClain (the "Reporting Person"), (ii) 2,269,987 shares of common stock held by Brittany McClain, which shares are subject to a voting agreement and proxy pursuant to which the Reporting Person is entitled to vote such shares on all matters presented to the Issuer's stockholders for approval, (iii) 2,024,772 shares of common stock subject to options exercisable by the Reporting Person within 60 days of March 31, 2025, and (iv) 9,549 shares of common stock subject to options exercisable by Brittany McClain within 60 days of March 31, 2025, which are subject to a voting agreement proxy pursuant to which the Reporting Person is entitled to vote such shares on all matters presented to the Issuer's stockholders for approval.
|
| | (ii) Shared power to vote or to direct the vote:
0
|
| | (iii) Sole power to dispose or to direct the disposition of:
8,481,192
Consists of (i) 6,456,420 shares of common stock held of record by the Reporting Person and (ii) 2,024,772 shares of common stock subject to options exercisable within 60 days of March 31, 2025.
|
| | (iv) Shared power to dispose or to direct the disposition of:
0
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(d)