| Item 1. | |
| (a) | Name of issuer:
Absci Corporation |
| (b) | Address of issuer's principal executive offices:
18105 SE Mill Plain Blvd Vancouver, WA, 98683 |
| Item 2. | |
| (a) | Name of person filing:
This joint statement on Schedule 13G is being filed by Phoenix General Partner II LLC, a Delaware limited liability company (the "General Partner"), and Phoenix Venture Partners II, LP, a Delaware limited partnership (the "Fund" and, together with the General Partner, the "Reporting Persons"). |
| (b) | Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is 1700 El Camino Real, Suite 355, San Mateo, CA 94402. |
| (c) | Citizenship:
The Fund is a Delaware limited partnership; and the General Partner is a Delaware limited liability company. |
| (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);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
9,354,695 shares of common stock, par value $0.0001 per share (the "Common Stock"). The amounts and percentages of beneficial ownership reported herein are as of September 30, 2024. |
| (b) | Percent of class:
8.2%. The percentages of beneficial ownership reported herein, and on each Reporting Person's cover page to this Schedule 13G, are based on a total of 113,556,334 shares of Common Stock issued and outstanding as of July 31, 2024, as reported in the quarterly report of the Issuer on Form 10-Q for its fiscal quarter ended June 30, 2024. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
9,354,695 shares of Common Stock
|
| | (ii) Shared power to vote or to direct the vote:
0
|
| | (iii) Sole power to dispose or to direct the disposition of:
9,354,695 shares of Common Stock
|
| | (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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
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Rule 13d-1(d)