Amended Current Report Filing (8-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 8-K/A

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 13, 2022

Gelesis Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-39362		84-4730610
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

501 Boylston Street, Suite 6102, Boston, MA 02116

(Address of Principal Executive Offices) (Zip Code)

(617) 456-4718

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	GLS	The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50	GLS WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends Item 9.01 of the Current Report on Form 8-K filed by Gelesis Holdings, Inc. (the “Company”) on January 20, 2022 (the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination (as defined in the Original Report).

This Amendment No. 1 (i) amends Item 9.01(a) in the Original Report to include the audited consolidated financial statements of Gelesis, Inc. (“Legacy Gelesis”) as of and for the years ended December 31, 2021 and 2020 and related notes and (ii) includes the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Gelesis for the year ended December 31, 2021.

This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries, including Legacy Gelesis, subsequent to the filing date of the Original Report.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited consolidated financial statements of Legacy Gelesis as of and for the years ended December 31, 2021 and 2020 and related notes are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

Also included herewith as Exhibit 99.2 and incorporated herein by reference is the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Gelesis for the year ended December 31, 2021.

(d) Exhibits.

Exhibit Number		Description
99.1		Audited consolidated financial statements of Gelesis, Inc. as of and for the years ended December 31, 2021 and 2020
99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations of Gelesis, Inc. for the year ended December 31, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.