As filed with the Securities and Exchange Commission on October 5, 2021
No. 333-258693
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| | Delaware (State or other jurisdiction of
incorporation or organization) | | | 6770 (Primary Standard Industrial
Classification Code Number) | | | 84-4730610 (I.R.S. Employer
Identification No.) | |
405 West 14th Street
Austin, TX 78701
(512) 340-7800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
R. Steven Hicks
Chief Executive Officer
Capstar Special Purpose Acquisition Corp.
405 West 14th Street
Austin, TX 78701
(512) 340-7800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
| | Christopher S. Auguste, Esq.
Ernest S. Wechsler, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10033
Tel: (212) 715-9100 | | | Ettore A. Santucci, Esq.
James T. Barrett, Esq.
Jocelyn M. Arel, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
Tel: (617) 570-1000 | |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. ☐
| | Large accelerated filer
☐ | | | Accelerated filer
☐ | |
| | Non-accelerated filer
☒ | | | Smaller reporting company
☒ | |
| | | | | Emerging growth company
☒ | |
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. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
| | |
Title of Each Class of Securities
to be Registered | | | | Amount to be
Registered(2) | | | | Proposed Maximum
Aggregate Offering Price(3) | | | | Amount of
Registration Fee(4) | |
New Gelesis Common Stock(1) | | | | | | 108,950,726 | | | | | | $ | 1,070,985,637 | | | | | | $ | 116,844.54(5) | | |
| Total | | | | | | 108,950,726 | | | | | | $ | 1,070,985,637 | | | | | | $ | 116,844.54(5) | | |
(1)
Based on the maximum number of shares of common stock, $0.0001 par value per share (the “New Gelesis Common Stock”), of New Gelesis (as defined below) issuable upon a business combination (the “Business Combination”) involving Capstar Special Purpose Acquisition Corp. (“CPSR”) and Gelesis, Inc. (“Gelesis”). This number is based on 108,950,726, the maximum number of shares of New Gelesis Common Stock that are expected to be issued pursuant to the Business Combination to the Gelesis Equityholders, which includes: (i) 83,188,403 shares of New Gelesis Common Stock to be issued to the holders of Gelesis Common Stock; (ii) 20,865,318, the maximum aggregate number of shares of New Gelesis Common Stock that may become issuable under certain Gelesis Options that are to be assumed by New Gelesis and become exercisable for shares of New Gelesis Common Stock upon consummation of the Business Combination; and (iii) 4,897,005, the maximum aggregate number of shares of New Gelesis Common Stock that may become issuable upon the settlement of certain Gelesis Warrants outstanding as of August 10, 2021, which Gelesis Warrants will be cancelled in exchange for warrants to purchase shares of New Gelesis Common Stock upon consummation of the Business Combination. “New Gelesis” refers to CPSR after giving effect to the consummation of the Business Combination.
(2)
Pursuant to Rule 416(a) of Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(3)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A Common Stock of CPSR on the New York Stock Exchange on August 9, 2021 ($9.83 per share of Class A Common Stock). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.
(4)
Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091.
(5)
Registration fee previously paid.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.
