CAPR SPEC

CPSR
Real-time Estimate Quote. Real-time Estimate  - 08/16 06:00:54 pm
1.37000000USD -1.44%

CAPSTAR SPECIAL PURPOSE ACQUISITION CORP. : Other Events (form 8-K)

01/10/2022 | 06:27am

Item 8.01. Other Events.



As previously disclosed, on July 19, 2021, Capstar Special Purpose Acquisition
Corp.
, a Delaware corporation (the "Company" or "CPSR"), entered into a Business
Combination Agreement (as amended on November 8, 2021 and December 30, 2021, the
"Business Combination Agreement"), by and among the Company, CPSR Gelesis Merger
Sub, Inc.
, a Delaware corporation and a wholly owned subsidiary of CPSR ("Merger
Sub") and Gelesis, Inc., a Delaware corporation ("Gelesis") that, among other
things, provides for Merger Sub to merge with and into Gelesis, with Gelesis as
the surviving company in the merger and, after giving effect to such merger,
Gelesis to be a wholly-owned subsidiary of the Company (the "Merger"). Pursuant
to the Business Combination Agreement, the obligations of the parties to
consummate the Merger are subject to the satisfaction or waiver of certain
customary closing conditions of the respective parties, including, among other
closing conditions, that the Company's total available cash at the Effective
Time, after giving effect to (i) the $90.0 million PIPE Financing and (ii) the
Capstar Stockholder Redemptions, must not be less than $105 million (the
"Minimum Cash Condition").



In connection with the Special Meeting of stockholders of the Company, being
virtually held on January 11, 2022, a total of 27,260,179 shares of the
Company's Class A common stock ("Shares") were presented for redemption,
including 1,000,000 Shares held by GCCU VI LLC, a Delaware limited liability
company ("G VI") and 1,000,000 Shares held by TOCU XXIX LLC, a Delaware limited
liability company ("T XXIX"), each an affiliate of Pacific Investment Management
Company LLC. As a result, there is presently approximately $3.4 million
remaining in the trust account following redemptions. As part of the PIPE
Financing, subject to the terms and conditions of their respective subscription
agreements, G VI agreed to purchase 1,750,000 Shares and T XXIX agreed to
purchase 1,750,000 Shares, in each case, at a cash purchase price of $10.00 per
share, comprising $35.0 million of the $90.0 million of expected aggregate
proceeds from the PIPE Financing. As previously disclosed, on December 30, 2021,
the Company entered into a Backstop Agreement (the "Backstop Agreement") with
the purchasers party thereto (the "Backstop Purchasers"), pursuant to which the
Backstop Purchasers agreed to purchase an aggregate of up to 1,500,000 Shares
immediately prior to the Closing at a cash purchase price of $10.00 per share,
resulting in aggregate proceeds of up to $15.0 million, which amount, when added
to the proceeds from the PIPE Financing, is expected to ensure that the Minimum
Cash Condition will be satisfied. In accordance with the terms and conditions of
the Backstop Agreement, the Backstop Purchasers will purchase 1,159,927 Shares
immediately prior to Closing for an aggregate purchase price of $11,599,270. In
addition, subject to the terms and conditions of the Backstop Agreement, at the
closing of the sale of the Shares purchased by the Backstop Purchasers, the
Company will issue to the Backstop Purchasers an additional 1,983,750 Shares,
equal to the number of Capstar Class B Shares forfeited by Capstar Sponsor Group
LLC
, a Delaware limited liability company (the "Sponsor"), and certain
affiliates of the Sponsor in accordance with the Amendment to Sponsor Letter
Agreement entered into by the Company, the Sponsor, certain affiliates of the
Sponsor and Gelesis on November 8, 2021.



Capitalized terms used but not otherwise defined in this Current Report on Form
8-K have the meanings given to such terms in the Business Combination Agreement.






Additional Information




In July 2021, CPSR entered into a business combination agreement with Gelesis,
as amended in November 2021 and December 2021. In connection with the business
combination, CPSR has filed with the SEC a Registration Statement on Form S-4
(the "Registration Statement"), which includes a preliminary prospectus and
preliminary proxy statement, which the SEC has declared effective. On December
27, 2021
, CPSR filed a definitive proxy statement/prospectus relating to the
proposed Business Combination and mailed that definitive proxy
statement/prospectus to its shareholders. This communication is not a substitute
for the Registration Statement, the definitive proxy statement/final prospectus
or any other document that CPSR has or will send to its stockholders in
connection with the Business Combination. Investors and security holders of CPSR
are advised to read the proxy statement/prospectus in connection with CPSR's
solicitation of proxies for its special meeting of stockholders to be held to
approve the Business Combination (and related matters) because the proxy
statement/prospectus contains important information about the Business
Combination and the parties to the Business Combination. The definitive proxy
statement/final prospectus has been mailed to stockholders of CPSR as of a
record date established for voting on the Business Combination. Stockholders are
also able to obtain copies of the proxy statement/prospectus, without charge, at
the SEC's website at www.sec.gov or by directing a request to: Capstar Special
Purpose Acquisition Corp.
, Attention: R. Steven Hicks, Chief Executive Officer,
405 West 14th Street, Austin, TX 78701.





Participants in the Solicitation



CPSR, Gelesis and their respective directors, executive officers, other members
of management, and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies of CPSR's stockholders in connection with the
Business Combination.Investors and security holders may obtain more detailed
information regarding the names and interests in the Business Combination of
CPSR's directors and officers in CPSR's filings with the SEC, including the
Registration Statement and definitive proxy statement/final prospectus filed
with the SEC by CPSR and such information and names of Gelesis' directors and
executive officers is also in the Registration Statement and definitive proxy
statement/final prospectus filed with the SEC by CPSR.






Forward Looking Statements




Certain statements made herein that are not historical facts are forward-looking
statements for purposes of the safe harbor provisions under The Private
Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would," "plan,"
"predict," "potential," "seem," "seek," "future," "outlook" and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding future events, the Business Combination
between CPSR and Gelesis, the estimated or anticipated future results and
benefits of the combined company following the Business Combination, including
the likelihood and ability of the parties to successfully consummate the
Business Combination, future opportunities for the combined company, and other
statements that are not historical facts. These statements are based on the
current expectations of CPSR's management and are not predictions of actual
performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on, by
any investor as a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many actual events
and circumstances are beyond the control of CPSR and Gelesis. These statements
are subject to a number of risks and uncertainties regarding CPSR's businesses
and the Business Combination, and actual results may differ materially. These
risks and uncertainties include, but are not limited to, (i) the size, demand
and growth potential of the markets for Plenity®, Gelesis' other product
candidates and its ability to serve those markets; (ii) the degree of market
acceptance and adoption of Gelesis' products; (iii) Gelesis' ability to develop
innovative products and compete with other companies engaged in the weight loss
industry; (iv) Gelesis' ability to complete successfully the full commercial
launch of Plenity® and its growth plans, including new possible indications and
the clinical data from ongoing and future studies about liver and other
diseases; (v) the inability of the parties to successfully or timely consummate
the Business Combination, including the risk that any required regulatory
approvals are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the expected
benefits of the Business Combination or that the approval of the stockholders of
CPSR is not obtained; (vi) failure to realize the anticipated benefits of the
Business Combination, including as a result of a delay or difficulty in
integrating the businesses of CPSR and Gelesis; (vii) the amount of redemption
requests made by CPSR stockholders; (viii) the ability of CPSR or the combined
company to issue equity or equity-linked securities or obtain debt financing in
connection with the proposed Business Combination or in the future; (ix) the
outcome of any legal proceedings that may be instituted against CPSR, Gelesis,
the combined company or others following the announcement of the proposed
Business Combination and any definitive agreements with respect thereto; (x) the
ability to meet stock exchange listing standards at or following the
consummation of the proposed Business Combination; (xi) the risk that the
proposed Business Combination disrupts current plans and operations of Gelesis
as a result of the announcement and consummation of the proposed Business
Combination, and as a result of the post-transaction company being a publicly
listed issuer; (xii) the regulatory pathway for Gelesis' products and responses
from regulators, including the FDA and similar regulators outside of the United
States
, (xiii) the ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers and retain
Gelesis' management and key employees; (xiv) costs related to the proposed
Business Combination, including costs associated with the post-transaction
company being a publicly listed issuer; (xv) changes in applicable laws or
regulations; (xvi) the possibility that Gelesis or the combined company may be
adversely affected by other economic, business, regulatory and/or competitive
factors; (xvii) Gelesis' estimates of expenses and profitability; (xviii)
ongoing regulatory requirements, (xix) any competing products or technologies
that may emerge, (xx) the volatility of the telehealth market in general, or
insufficient patient demand; (xxi) the ability of Gelesis to defend its
intellectual property and satisfy regulatory requirements; (xxii) the impact of
the COVID 19 pandemic on Gelesis' business; (xxiii) the limited operating
history of Gelesis; and (xxiv) those factors discussed in CPSR's final
prospectus dated July 6, 2020 and Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, in each case, under the heading "Risk Factors" and
other documents of CPSR filed, or to be filed, with the SEC, including the
Registration Statement and definitive proxy statement/final prospectus relating
to the Business Combination. There may be additional risks that CPSR presently
does not know or that CPSR currently believes are immaterial that could also
cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements provide CPSR's expectations,
plans or forecasts of future events and views as of the date of this
communication. CPSR anticipates that subsequent events and developments will
cause CPSR's assessments to change. However, while CPSR may elect to update
these forward-looking statements at some point in the future, CPSR specifically
disclaims any obligation to do so. These forward-looking statements should not
be relied upon as representing CPSR's assessments as of any date subsequent to
the date of this communication. Accordingly, undue reliance should not be placed
upon the forward-looking statements.






Disclaimer




This communication is for informational purposes only and is neither an offer to
purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote in any jurisdiction pursuant to the
Business Combination or otherwise, nor shall there be any sale, issuance or
transfer or securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.

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