Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 15, 2022, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the "DGCL"), and a periodic review of the bylaws of Absci Corporation (the "Company"), the Company's board of directors (the "Board") approved and adopted the Company's amended and restated bylaws (the "Amended and Restated Bylaws"), which became immediately effective. Among other things, the amendments effected by the Amended and Restated Bylaws:



•revise certain provisions relating to adjournment procedures and lists of
stockholders entitled to vote at stockholder meetings, in each case to conform
to recent amendments to the DGCL;
•include language contemplating that the annual meeting of stockholders may be
held via remote communications;
•update certain provisions related to the conduct of stockholder meetings,
including clarifying that the chair of a stockholder meeting may set additional
attendance or other procedures for meeting attendees;
•revise the procedures and disclosure requirements set forth in the advance
notice bylaw provisions, including (1) requiring additional information,
representations and disclosures from proposing stockholders, proposed nominees
and other persons related to a stockholder's solicitation of proxies and (2)
restricting the number of nominees a stockholder may nominate for election at an
annual meeting to the number of directors to be elected at such annual meeting;
•address matters relating to Rule 14a-19 under the Securities Exchange Act of
1934, as amended (the "Universal Proxy Rules") (e.g., providing that
stockholders delivering a notice of nomination certify to the Company in writing
that they have complied with the Universal Proxy Rules requirements, providing
the Company a remedy if a stockholder fails to satisfy the Universal Proxy Rules
requirements, requiring that a stockholder providing notice pursuant to the
advance notice bylaws to inform the Company if a stockholder no longer plans to
solicit proxies in accordance with the Universal Proxy Rules, and requiring
stockholders intending to use the Universal Proxy Rules, upon request by the
Company, to provide reasonable evidence of the satisfaction of the requirements
under the Universal Proxy Rules at least five business days before the meeting,
etc.);
•provide that votes for disqualified or withdrawn director nominees will be
treated as abstentions; and
•require that a stockholder directly or indirectly soliciting proxies from other
stockholders use a proxy card color other than white.

The Amended and Restated Bylaws also incorporate ministerial, clarifying, and conforming changes in addition to the above stated changes to align with the language used in certain provisions of the DGCL and the Universal Proxy Rules.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.




Item 9.01.   Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.                                                   Description
  3.1                               Amended and Restated Bylaws of Absci Corporation, dated December
                                  15, 2022  .

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