As filed with the Securities and Exchange Commission on February 25, 2022

Registration No. 333-

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT

Under

The Securities Act of 1933

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ABCELLERA BIOLOGICS INC.

(Exact name of registrant as specified in its charter)

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2215 Yukon Street

Vancouver, BC V5Y 0A1

(604) 559-9005

(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)

AbCellera Biologics Inc. 2020 Share Option and Incentive Plan

AbCellera Biologics Inc. 2020 Employee Share Purchase Plan

(Full title of the plans)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Sam Zucker

Deepa M. Rich

James Xu

Goodwin Procter LLP

601 Marshall Street

Redwood City, CA 94063

(650) 752-3100

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Vancouver, Province of British Columbia, Canada on the 25^th of February, 2022.

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints Carl L.G. Hansen, Ph.D. and Andrew Booth, and each of them, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated below.