Item 1.01 Entry into a Material Definitive Agreement.

Amended and Restated Registration and Stockholder Rights Agreement

On the Closing Date, New Gelesis, Capstar Sponsor Group, LLC, a Delaware limited liability company ("Sponsor"), certain former directors of CPSR (the "Director Holders") and certain former stockholders of Old Gelesis (the "Old Gelesis Holders" and, collectively with Sponsor and the Director Holders, the "Holders") entered into an Amended and Restated Registration and Stockholder Rights Agreement (the "Registration Rights Agreement"), pursuant to which, among other things, the Holders agreed not to effect any sale or distribution of any equity securities of New Gelesis held by any of them during the lock-up period described below and New Gelesis agreed to register for resale, pursuant to Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), certain shares of Common Stock and other equity securities of New Gelesis that are held by the parties thereto from time to time.

In particular, the Registration Rights Agreement provides for the following registration rights:

· Shelf registration rights. No later than 30 calendar days following the Closing


  Date, New Gelesis is required to file a shelf registration statement pursuant
  to Rule 415 of the Securities Act covering resale of all the Holders'
  registrable securities on a delayed or continuous basis and use commercially
  reasonable efforts to have such shelf registration statement declared effective
  as soon as practicable after the filing thereof. Subject to any applicable
  lock-up restrictions, at any time New Gelesis has an effective shelf
  registration statement on file with the Securities and Exchange Commission (the
  "SEC"), Sponsor and any Old Gelesis Holder may make a written request to effect
  a public offering, including pursuant to an underwritten shelf takedown, to
  sell all or any portion of their registrable securities; provided that New
  Gelesis is only obligated to effect any such underwritten shelf takedown if the
  total offering price for the registrable securities to be sold is reasonably
  expected to exceed, in the aggregate, at least $20 million, and New Gelesis is
  not required to effect more than one underwritten shelf takedown in any
  six-month period.

· Piggyback registration rights. Subject to certain exceptions and any applicable

lock-up restrictions, in connection with any public offering pursuant to an

underwritten shelf takedown by New Gelesis (whether pursuant to the exercise of

a Holder's demand rights under the Registration Rights Agreement or at the . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth under "Introductory Note" above is incorporated in this Item 2.01 by reference.





                                       3

On January 11, 2022, CPSR held a special meeting of stockholders (the "Special Meeting") at which the stockholders of CPSR considered and approved, among other matters, a proposal to adopt the Business Combination Agreement. On the Closing Date, the parties to the Business Combination Agreement consummated the Transactions.

Prior to the Special Meeting, holders of 26,844,777 shares of CPSR Class A Common Stock exercised their right to redeem such shares for cash at a price of approximately 10.00 per share for aggregate payments of $268,646,943.23. At the Closing, (i) an aggregate of 755,223 shares of CPSR Class A Common Stock and 4,916,250 shares of CPSR Class B Common Stock were exchanged for an equivalent number of shares of Common Stock; (ii) an aggregate of 54,814,847 shares of Common Stock were issued in exchange for shares of common stock, par value $0.0001 per share, of Old Gelesis ("Old Gelesis Common Stock") outstanding as of immediately prior to the Effective Time; (iii) an aggregate of 9,000,000 shares of Common Stock were issued to the PIPE Investors in connection with the PIPE Financing; (iv) an aggregate of 2,727,967 shares of Common Stock were issued to the Backstop Purchasers; and (v) the Company had an earnout obligation pursuant to which it may be required to issue up to 23,482,845 shares of Common Stock. Moreover, at the Closing, (i) each outstanding redeemable public warrant of CPSR, each outstanding private placement warrant of CPSR and each outstanding warrant of Old Gelesis became a warrant to purchase shares of Common Stock and (ii) each vested and unvested option of Old Gelesis outstanding as of immediately prior to the Effective Time was assumed by New Gelesis, to be settled or exercisable for shares of Common Stock, based on an implied Old Gelesis equity value of $675 million. Immediately after giving effect to the Transactions, there were 72,214,287 shares of Common Stock outstanding and 13,486,708 shares of Common Stock subject to outstanding equity awards. After the Closing Date, CPSR Class A Common Stock ceased trading on the New York Stock Exchange ("NYSE"), and shares of New Gelesis Common Stock and the New Gelesis public warrants began trading on the New York Stock Exchange under the symbol "GLS" and "GLS WS", respectively, on January 14, 2022.

The material terms and conditions of the Business Combination Agreement and its . . .

Item 3.02. Unregistered Sales of Equity Securities.

Concurrently with the execution of the Business Combination Agreement and as described under "Introductory Note" above, CPSR entered into Subscription Agreements with each of the PIPE Investors, pursuant to which, at the Closing, the PIPE Investors subscribed for and purchased an aggregate of 9,000,000 shares of CPSR Class A Common Stock at a price of $10.00 per share for aggregate gross proceeds of $90,000,000. The shares of CPSR Class A Common Stock issued pursuant to the Subscription Agreements (the "PIPE Financing Shares") were not registered under the Securities Act and were issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Pursuant to the Subscription Agreements, we agreed that within 45 calendar days after the Closing Date, we will file with the SEC (at our sole cost and expense) a registration statement (the "Resale Registration Statement") registering the resale of the PIPE Financing Shares. We will use our commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) 60 calendar days (or 90 calendar days if the SEC notifies us that it will review the Resale Registration Statement) following the filing thereof and (ii) ten business days after we are notified by the SEC that the Resale Registration Statement will not be reviewed or will not be subject to further review. We agreed to cause such Resale Registration Statement, or another shelf registration statement that includes the PIPE Financing Shares, to remain effective until the earliest of (x) the fourth anniversary of the Closing, (y) the date on which no PIPE Investor holds PIPE Financing Shares or (z) the first date on which each PIPE Investor is able to sell all of its PIPE Financing Shares under Rule 144 within 90 days without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement for us to be in compliance with the current public information required under Rule 144(c)(i) (or Rule 144(i)(2), if applicable). The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, the form of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

As described under "Introductory Note" above, as previously disclosed, on December 30, 2021, CPSR entered into the Backstop Agreement with the Backstop Purchasers, pursuant to which the Backstop Purchasers agreed to purchase an . . .

Item 3.03. Material Modification to Rights of Security Holders.

At the Special Meeting, the CPSR stockholders considered and approved, among other things, the amendment and restatement of CPSR's amended and restated certificate of incorporation as described in the Proxy Statement/Prospectus under the section titled "Charter Amendment Proposal" beginning on page 130, which is incorporated herein by reference. In connection with the consummation of the Transactions, CPSR changed its name to "Gelesis Holdings, Inc." and adopted an amended and restated certificate of incorporation (the "Restated Charter"), which became effective upon filing with the Secretary of State of the State of Delaware on January 13, 2022.

The description of the Restated Charter and the general effect of the Restated Charter upon the rights of the holders of New Gelesis' Common Stock is included in the Proxy Statement/Prospectus in the sections titled "Comparison of Corporate Governance and Stockholder Rights" beginning on page 263 and "Description of New Gelesis Securities," beginning on page 273 which are incorporated herein by reference.

Upon the consummation of the Transaction, New Gelesis adopted amended and restated bylaws (the "Restated Bylaws") to be consistent with the Restated Charter and to make certain other changes that the Board deemed appropriate for a public operating company.

This summary is qualified in its entirety by reference to the text of New Gelesis' Restated Charter and Restated Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report and are incorporated herein by reference.

In accordance with Rule 12g-3(a) under the Exchange Act, New Gelesis is the successor issuer to CPSR and has succeeded to the attributes of CPSR as the registrant. In addition, the shares of Common Stock of New Gelesis, as the successor to CPSR, are deemed to be registered under Section 12(b) of the Exchange Act. Holders of uncertificated shares of CPSR Class A Common Stock and CPSR Class B Common Stock prior to the Closing have continued as holders of shares of uncertificated shares of New Gelesis' Common Stock. After consummation of the Transactions, the New Gelesis Common Stock was listed on the NYSE under the symbol "GLS", and the CUSIP number relating to the New Gelesis Common Stock was changed to CUSIP: 36850R 204, and the New Gelesis public warrants were listed on the NYSE under the symbol "GLS WS", and the CUSIP number relating to the New Gelesis public warrants was changed to 36850R 113. Holders of CPSR's shares who have filed reports under the Exchange Act with respect to those . . .

Item 5.01. Changes in Control of Registrant.

Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled "Business Combination Proposal - The Business Combination Agreement," beginning on page 87, which is incorporated herein by reference. Further reference is made to the information set forth under "Introductory Note" above and in the section titled "Security Ownership of Certain Beneficial Owners and Management" in Item 2.01 to this Current Report, which is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

Appointment and Departure of Directors and Officers

Effective upon the Closing, and in accordance with the terms of the Business Combination Agreement, each of Rodrigo de la Torre, Kathryn Cavanaugh, John Ghiselli and James Whittenburg ceased serving as a director of CPSR and each of R. Steven Hicks ceased serving as an executive officer of CPSR.

The following persons are serving as executive officers and directors of the Company following the Closing. For biographical information concerning such executive officers and directors, the committees of the board of directors to which the new directors have been appointed and other information concerning the Company's executive officers and directors, see the disclosure in the Proxy Statement/Prospectus in the section titled "Management of New Gelesis Following the Business Combination," beginning on page 247, which is incorporated herein by reference.





                                      11





Name                                              Position
Yishai Zohar(1)              President, Chief Executive Officer, Class III
                             Director and Co-Inventor
David Pass, Pharm.D.         Chief Operating Officer and Chief Commercial
                             Officer
Elliot Maltz, CPA            Chief Financial Officer and Treasurer
Harry L. Leider, M.D.,       Chief Medical Officer
M.B.A, FACPE
Elaine Chiquette, Pharm.D.   Chief Scientific Officer
Alessandro Sannino, Ph.D.    Co-Inventor & Lead Project Scientist
David Abraham                General Counsel, Chief Compliance Officer and
                             Corporate Secretary
Alison Bauerlein             Class I Director
Dominic Perks                Class I Director
Kathryn Cavanaugh            Class II Director
Clayton Christopher          Class II Director
Paul Fonteyne                Class II Director
Raju Kucherlapati, Ph.D.     Class III Director
Jane Wildman                 Class III Director

The information set forth in the section titled "Certain Relationships and Related Person Transactions" in the Proxy Statement/Prospectus beginning on page 260 is incorporated herein by reference.

Gelesis Holdings, Inc. 2021 Equity Incentive Plan

At the Special Meeting, the CPSR stockholders considered and approved the Gelesis Holdings, Inc. 2021 Equity Incentive Plan (the "Equity Incentive Plan"). The Equity Incentive Plan allows the Company to grant stock options, restricted stock unit awards and other awards to officers, employees, directors and consultants. The Board believes that the ability to grant options and other equity-based awards will allow the Company to utilize a broad array of equity incentives and performance-based cash incentives in order to secure and retain . . .

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


            Year.

The disclosure set forth in Item 3.03 of this Current Report is incorporated herein by reference.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision


           of the Code of Ethics.

On January 19, 2022, New Gelesis adopted a new Code of Business Conduct and Ethics to apply following the consummation of the Business Combination. A copy of the new Code of Business Conduct and Ethics is included as Exhibits 14.1 to this Report and incorporated herein by reference.

Item 5.06. Change in Shell Company Status.

As a result of the Transactions, the Company ceased to be a shell company upon the Closing. The material terms of the Transactions are described in the section titled "Business Combination Proposal" in the Proxy Statement/Prospectus beginning on page 87 and are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On January 13, 2022, the Company issued a press release announcing the closing of the Merger. A copy of the press release is filed hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The audited consolidated financial statements of Old Gelesis as of December 31, 2020 and 2019, and for each of the years then ended and the related notes are included in the Proxy Statement/Prospectus beginning on page F-54 and are incorporated herein by reference.

The unaudited condensed consolidated financial statements of Old Gelesis as of September 30, 2021 and for the nine months ended September 30, 2021 and 2020 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-108 and are incorporated herein by reference.

The audited financial statements of CPSR as of December 31, 2020 and for the period from February 14, 2020 (inception) through December 31, 2020 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-2 and are incorporated herein by reference.





                                      13

The unaudited condensed consolidated financial statements of CPSR as of September 30, 2021 and for the three months ended September 30, 2021 and 2020 and for the nine months ended September 30, 2021 and for the period from February 12, 2020 to September 30, 2020 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-28 and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information as of September 30, 2021 and for the nine months ended September 30, 2021 and the period ended December 31, 2020 and the related notes are attached hereto as Exhibit 99.2 and is incorporated herein by reference.





(d) Exhibits.



Exhibit       Description
Number
  2.1+          Business Combination Agreement, dated as of July 19, 2021, by and
              among Capstar Special Purpose Acquisition Corp., CPSR Gelesis
              Merger Sub, Inc. and Gelesis, Inc. (incorporated by reference to
              Annex A to the Proxy Statement/Prospectus filed by the Company on
              December 27, 2021).
  2.2           Amendment to Business Combination Agreement, dated as of November
              8, 2021, by and among Capstar Special Purpose Acquisition Corp.,
              CPSR Gelesis Merger Sub, Inc. and Gelesis, Inc. (incorporated by
              reference to Annex A-1 to the Proxy Statement/Prospectus filed by
              the Company on December 27, 2021)
  2.3           Second Amendment to Business Combination Agreement, dated as of
              December 30, 2021, by and among Capstar Special Purpose Acquisition
              Corp., CPSR Gelesis Merger Sub, Inc. and Gelesis, Inc.
              (incorporated by reference to Exhibit 2.1 to the Current Report on
              Form 8-K filed by the Company on January 3, 2022).
  3.1*          Amended and Restated Certificate of Incorporation of Gelesis
              Holdings, Inc.
  3.2*          Amended and Restated Bylaws of Gelesis Holdings, Inc.
  4.1           Warrant Agreement, dated July 1, 2020, between the Company and
              Continental Stock Transfer & Trust Company (incorporated by
              reference to Exhibit 4.1 to the Current Report on Form 8-K filed by
              Capstar Special Purpose Acquisition Corp. on July 8, 2020).
  10.1          Form of Subscription Agreement (incorporated by reference to
              Exhibit B to Annex A to the Proxy Statement/Prospectus filed by the
              Company on December 27, 2021).
  10.2*+        Amended and Restated Registration and Stockholder Rights
              Agreement, dated January 13, 2021, by and among the Company and the
              stockholders party thereto
  10.3*†        Gelesis Holdings, Inc. 2021 Stock Option and Incentive Plan
  10.4†         2016 Gelesis, Inc. Stock Option and Grant Plan (incorporated by
              reference to Exhibit 10.6 to the Registration Statement on Form S-4
              filed by the Company on August 10, 2021)
  10.5*†        Employment Agreement, dated as of July 16, 2021, by and between
              Gelesis Holdings, Inc. and Yishai Zohar
  10.6*†        Employment Agreement, dated as of July 27, 2021, by and between
              Gelesis Holdings, Inc. and David Pass
  10.7*†        Employment Agreement, dated as of July 19, 2021, by and between
              Gelesis Holdings, Inc. and Elliot Maltz
  10.8^         Royalty Assignment Agreement, dated as of December 18, 2009, by
              and among PureTech Ventures, LLC, Gelesis, Inc. and Gelesis LP
              (incorporated by reference to Exhibit 10.7 to the Registration
              Statement on Form S-4/A filed by the Company on October 5, 2021)
  10.9^         Second Amended and Restated Supply and Distribution Agreement,
              dated July 1, 2021, by and between Roman Health Pharmacy LLC and
              Gelesis Inc. (incorporated by reference to Exhibit 10.8 to the
              Registration Statement on Form S-4/A filed by the Company on
              October 5, 2021)
  10.10^        Pharmaceutical Distribution Agreement, dated as of Feb 12, 2020,
              between Gelesis, Inc. and Specialty Medical Drugstore, LLC (d/b/a
              GoGoMeds) (incorporated by reference to Exhibit 10.9 to the
              Registration Statement on Form S-4/A filed by the Company on
              October 5, 2021)
  10.11^        License, Collaboration and Supply Agreement, dated June 18, 2020,
              by and between Gelesis Inc. and CMS Bridging DMCC (incorporated by
              reference to Exhibit 10.10 to the Registration Statement on Form
              S-4/A filed by the Company on October 5, 2021).


  10.12*        Form of Director Indemnification Agreement
  10.13*        Form of Officer Indemnification Agreement
  14.1*         Code of Business Conduct and Ethics
  21.1*         List of Subsidiaries
  99.1*         Press Release dated January 13, 2022
  99.2*         Unaudited pro forma condensed combined financial information of
              the Company as of September 30, 2021 and for the nine months ended
              September 30, 2021 and the period ended December 31, 2020
104           Cover page interactive data file (embedded within the iXBRL
              document)




* Filed herewith.

+ Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item

601(a)(5). The Registrant agrees to furnish supplementally a copy of any

omitted schedule or exhibit to the SEC upon request.

† Indicates a management contract or compensatory plan, contract or arrangement.

^ Certain confidential portions (indicated by brackets and asterisks) have been


  omitted from this exhibit.






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