CAPR SPEC

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CAPSTAR SPECIAL PURPOSE ACQUISITION CORP. : Submission of Matters to a Vote of Security Holders (form 8-K)

01/12/2022 | 04:11pm

Item 5.07. Submission of Matters to a Vote of Security Holders.



On January 11, 2022, Capstar Special Purpose Acquisition Corp., a Delaware
corporation ("CPSR" or the "Company"), held a special meeting of stockholders
(the "Special Meeting"). At the Special Meeting, a total of 25,643,831 (74.3%)
of CPSR's issued and outstanding shares of common stock held of record as of
November 15, 2021, the record date for the Special Meeting, were present either
in person or by proxy, which constituted a quorum. CPSR's stockholders voted on
the following proposals at the Special Meeting, each of which was approved. The
final vote tabulation for each proposal is set forth below.






1. The Business Combination Proposal. To adopt a proposal to (a) adopt and
approve the Business Combination Agreement, dated as of July 19, 2021, as
amended on November 8, 2021 and December 30, 2021 (as may be further amended,
supplemented or otherwise modified from time to time, the "Business
Combination Agreement"), by and among CPSR, CPSR Gelesis Merger Sub, Inc., a
Delaware corporation and a wholly-owned subsidiary of CPSR ("Merger Sub"),
and Gelesis, Inc., a Delaware corporation ("Gelesis"), pursuant to which
Merger Sub will merge with and into Gelesis, with Gelesis surviving the
merger as a wholly-owned subsidiary of CPSR and (b) approve the Business
Combination (as defined in the Business Combination Agreement). In connection
with the Business Combination, CPSR will be renamed "Gelesis Holdings, Inc."
("New Gelesis") and Gelesis will retain its name "Gelesis, Inc."
Subject to the terms and conditions set forth in the Business Combination
Agreement, at the Effective Time (as defined in the Business Combination
Agreement), based on an implied equity value of $675 million:




(i) each share of CPSR Class A common stock and CPSR Class B common stock
issued and outstanding immediately prior to the Effective Time will
become one share of New Gelesis common stock;

(ii) each share of Gelesis outstanding as of immediately prior to the
Effective Time will be automatically cancelled and extinguished and
converted into a right to receive shares of New Gelesis common stock;




(iii) each share of capital stock of Merger Sub issued and outstanding as of
immediately prior to the Effective Time will be automatically cancelled
and extinguished and converted into one share of New Gelesis common
stock;

(iv) all vested and unvested Gelesis options will be assumed by New Gelesis
and thereafter be settled or exercisable for shares of New Gelesis
common stock and each Gelesis warrant will be assumed by New Gelesis and
thereafter be a warrant to purchase shares of New Gelesis common stock;

(v) all vested and unvested Gelesis options will be assumed by New Gelesis
and thereafter be settled or exercisable for shares of New Gelesis
common stock and each Gelesis warrant will be assumed by New Gelesis and
thereafter be a warrant to purchase shares of New Gelesis common stock;
and

(vi) each holder of shares of Gelesis common stock, Gelesis options and
Gelesis warrants will receive its pro rata portion of 23,483,250
restricted earn out shares of New Gelesis common stock, which will vest
(in part) in equal thirds if the trading price of New Gelesis common
stock is greater than or equal to $12.50, $15.00 and $17.50,
respectively, for any 20 trading days within any 30-trading day period
on or prior to the date that is five years following the Effective Time
and will also vest in connection with any Change of Control Transaction
(as defined in the Business Combination Agreement) with respect to New
Gelesis if the applicable thresholds are met in such Change of Control
Transaction during the same five-year deadline.




Votes For Votes Against Abstentions
24,835,281 807,450 1,100






2. The Charter Amendment Proposal. To adopt a proposal to approve, assuming the
Business Combination Proposal is approved and adopted, a proposed amended and
restated certificate of incorporation (the "Proposed Charter"), which will
amend and restate CPSR's current amended and restated certificate of
incorporation (the "Current Charter"), and which Proposed Charter will be in
effect when duly filed with the Secretary of the State of the State of
Delaware
in connection with the Closing (as defined in the Business
Combination Agreement):

Holders of CPSR Class A common stock, voting separately as a single class:




Votes For Votes Against Abstentions
17,935,281 807,450 1,100




Holders of CPSR Class A common stock and CPSR Class B common stock, voting
together as a single class:




Votes For Votes Against Abstentions
24,835,281 807,450 1,100




3. The Advisory Charter Proposals. To adopt a proposal to approve, on a
non-binding advisory basis, the following material differences between the
Proposed Charter and the Current Charter, which are being presented in
accordance with the requirements of the Securities and Exchange Commission as
seven separate sub-proposals:

a. Advisory Charter Proposal A - To change the corporate name of New Gelesis to
"Gelesis Holdings, Inc.":




Votes For Votes Against Abstentions
24,463,729 807,450 372,652




b. Advisory Charter Proposal B - To increase CPSR's capitalization so that it
will have 900,000,000 authorized shares of common stock and 250,000,000
authorized shares of preferred stock:




Votes For Votes Against Abstentions
23,040,986 2,230,193 372,652




c. Advisory Charter Proposal C - To divide the New Gelesis board of directors
into three classes with staggered three-year terms:




Votes For Votes Against Abstentions
22,450,379 2,820,800 372,652




d. Advisory Charter Proposal D - To provide that the removal of any director be
only for cause and only by the affirmative vote of holders of at least 662/3%
of New Gelesis' then outstanding shares entitled to vote at an election of
directors:




Votes For Votes Against Abstentions
22,466,285 2,804,894 372,652




e. Advisory Charter Proposal E - To provide that certain amendments to
provisions of the Proposed Charter will require the affirmative vote of
holders of at least 662/3% of New Gelesis' then outstanding shares of capital
stock entitled to vote thereon, and the affirmative vote of at least 662/3%
of New Gelesis' then outstanding shares of each class entitled to vote
thereon as a class:




Votes For Votes Against Abstentions
22,449,377 2,821,802 372,652






f. Advisory Charter Proposal F - To make New Gelesis' corporate existence
perpetual as opposed to CPSR's corporate existence, which is required to be
dissolved and liquidated twenty-four (24) months following the closing of its
initial public offering, and to remove from the Proposed Charter the various
provisions applicable only to blank check companies:




Votes For Votes Against Abstentions
24,463,729 807,450 372,652




g. Advisory Charter Proposal G - To remove the provisions setting the Court of
Chancery of the State of Delaware
as the sole and exclusive forum for certain
stockholder actions:




Votes For Votes Against Abstentions
23,041,486 2,229,693 372,652




4. The NYSE Stock Issuance Proposal. To adopt a proposal to approve, assuming
the Business Combination Proposal is approved and adopted, (a) the issuance
of up to 96,876,625 newly issued shares of New Gelesis Common Stock in the
Business Combination, which amount will be determined as described in the
proxy statement/prospectus for the Special Meeting, and (b) the PIPE
Financing (as defined in the Business Combination Agreement):




Votes For Votes Against Abstentions
24,834,781 809,050 0




5. The Director Election Proposal. To approve, assuming the Business Combination
Proposal is approved and adopted, the appointment of eight directors who,
upon consummation of the Business Combination, will become directors of New
Gelesis:




Votes For Votes Against Abstentions
24,836,381 807,450 0




6. The Equity Incentive Plan Proposal. To adopt a proposal to approve, assuming
the Business Combination Proposal is approved and adopted, the Gelesis
Holdings, Inc.
2021 Stock Option and Incentive Plan, a copy of which is
appended to the Business Combination Agreement as Exhibit h, which will
become effective the day prior to the Closing:




Votes For Votes Against Abstentions
24,817,383 826,448 0

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