Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-39362 | ||
Entity Registrant Name | GELESIS HOLDINGS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-4730610 | ||
Entity Address, Address Line One | 501 Boylston Street | ||
Entity Address, Address Line Two | Suite 6102 | ||
Entity Address, City or Town | Boston | ||
Entity Address State Or Province | MA | ||
Entity Address, Postal Zip Code | 02116 | ||
City Area Code | 617 | ||
Local Phone Number | 456-4718 | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 270,194,493 | ||
Entity Common Stock, Shares Outstanding | 72,390,413 | ||
Entity Central Index Key | 0001805087 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | New York, NY | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | GLS | ||
Security Exchange Name | NYSE | ||
Redeemable Warrants Exercisable For Class Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each whole warrantexercisable for one share of Common Stock | ||
Trading Symbol | GLS WS | ||
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 221,189 | $ 491,827 |
Prepaid expenses | 13,503 | 65,973 |
Total Current Assets | 234,692 | 557,800 |
Marketable securities held in Trust Account | 276,207,207 | 276,209,453 |
Total Assets | 276,441,899 | 276,767,253 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Current liabilities - Accounts payable and accrued expenses | 21,805,927 | 1,630,832 |
Warrant liabilities | 22,499,441 | 30,101,808 |
Deferred underwriting fee payable | 9,660,000 | 9,660,000 |
Total Liabilities | 53,965,368 | 41,392,640 |
Commitments (Note 6) | ||
Class A common stock subject to possible redemption 27,600,000 shares at redemption value as of December 31, 2021 and 2020 | 276,000,000 | 276,033,447 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (53,524,159) | (40,659,524) |
Total Stockholders' Deficit | (53,523,469) | (40,658,834) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 276,441,899 | 276,767,253 |
Class B common stock | ||
Stockholders' Deficit | ||
Common stock | $ 690 | $ 690 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 26, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Class A common stock | |||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Ordinary shares, shares issued | 0 | 0 | |
Ordinary shares, shares outstanding | 0 | 0 | |
Temporary Equity, Shares Outstanding | 27,600,000 | 27,600,000 | |
Class B common stock | |||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Ordinary shares, shares issued | 6,900,000 | 6,900,000 | |
Ordinary shares, shares outstanding | 6,900,000 | 6,900,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
General and administrative expenses | $ 2,426,204 | $ 20,674,209 |
Loss from operations | (2,426,204) | (20,674,209) |
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | 201,441 | 167,045 |
Unrealized gain on marketable securities held in Trust Account | 8,012 | 6,715 |
Change in fair value of warrant liabilities | (12,406,208) | 7,602,367 |
Transaction costs associated with the Initial Public Offering | (671,901) | |
Total other expense, net | (12,868,656) | 7,776,127 |
Net loss | $ (15,294,860) | $ (12,898,082) |
Class A common stock | ||
Other income (expense): | ||
Weighted Average Number of Shares Outstanding, Basic | 15,218,692 | 27,600,000 |
Weighted Average Number of Shares Outstanding, Diluted | 15,218,692 | 27,600,000 |
Earnings Per Share, Basic | $ (0.70) | $ (0.37) |
Earnings Per Share, Diluted | $ (0.70) | $ (0.37) |
Class B common stock | ||
Other income (expense): | ||
Weighted Average Number of Shares Outstanding, Basic | 6,496,262 | 6,900,000 |
Weighted Average Number of Shares Outstanding, Diluted | 6,496,262 | 6,900,000 |
Earnings Per Share, Basic | $ (0.70) | $ (0.37) |
Earnings Per Share, Diluted | $ (0.70) | $ (0.37) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Class A common stockCommon Stock | Class B common stockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Feb. 13, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Feb. 13, 2020 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to Sponsor | $ 690 | 24,310 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in shares) | 6,900,000 | ||||
Remeasurement of Class A common stock to redemption amount | 1,302,710 | 25,364,664 | 26,667,374 | ||
Excess cash received from sale of Private Placement Warrants | 1,278,400 | 1,278,400 | |||
Net income (loss) | $ 0 | $ 0 | $ 0 | (15,294,860) | (15,294,860) |
Balance at the end at Dec. 31, 2020 | $ 690 | (40,659,524) | (40,658,834) | ||
Balance at the end (in shares) at Dec. 31, 2020 | 6,900,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Remeasurement of Class A common stock to redemption amount | 33,447 | 33,447 | |||
Net income (loss) | (12,898,082) | (12,898,082) | |||
Balance at the end at Dec. 31, 2021 | $ 690 | $ (53,524,159) | $ (53,523,469) | ||
Balance at the end (in shares) at Dec. 31, 2021 | 6,900,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (15,294,860) | $ (12,898,082) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (201,441) | (167,045) |
Unrealized gain on marketable securities held in Trust Account | (8,012) | (6,715) |
Transaction costs associated with the Initial Public Offering | 671,901 | |
Change in fair value of warrant liabilities | 12,406,208 | (7,602,367) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (65,973) | 52,470 |
Accounts payable and accrued expenses | 1,630,832 | 20,175,095 |
Net cash used in operating activities | (861,345) | (446,644) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account to pay for franchise taxes | 176,006 | |
Investment of cash into Trust Account | (276,000,000) | |
Net cash provided by (used in) investing activities | (276,000,000) | 176,006 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 270,480,000 | |
Proceeds from sale of Private Placement Warrants | 7,520,000 | |
Proceeds from promissory note - related party | 150,000 | |
Repayment of promissory note - related party | (150,000) | |
Payment of offering costs | (671,828) | |
Net cash provided by financing activities | 277,353,172 | |
Net Change in Cash | 491,827 | (270,638) |
Cash - Beginning of period | 491,827 | |
Cash - End of period | 491,827 | 221,189 |
Non-Cash investing and financing activities: | ||
Remeasurement of Class A common stock to redemption amount | 26,667,374 | $ 33,447 |
Deferred underwriting fee payable | 9,660,000 | |
Initial classification of warrant liability | $ 17,695,600 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Capstar Special Purpose Acquisition Corp. (now known as Gelesis Holdings, Inc.) (the “Company” or “CPSR”) was a blank check company incorporated in Delaware on February 14, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the consumer, healthcare and technology, media and telecommunications (“TMT”) industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Business Combination On January 13, 2022 (the “Closing Date”), CPSR consummated the previously announced business combination (the “Business Combination”), pursuant to the terms of the Business Combination Agreement, dated as of July 19, 2021 (as amended on November 8, 2021 and December 30, 2021, the “Business Combination Agreement”), by and among CPSR, CPSR Gelesis Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of CPSR (“Merger Sub”), and Gelesis, Inc., a Delaware corporation (together with its consolidated subsidiaries, “Legacy Gelesis”). Pursuant to the Business Combination Agreement, on the Closing Date, (i) Merger Sub merged with and into Legacy Gelesis (the “Merger”), with Gelesis as the surviving company in the Merger, and, after giving effect to such Merger, Legacy Gelesis became a wholly-owned subsidiary of CPSR and (ii) CPSR changed its name to “Gelesis Holdings, Inc.” (together with its consolidated subsidiaries, “Gelesis Holdings”). In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), based on an implied Legacy Gelesis equity value of $675 million, (i) each share of Legacy Gelesis common stock outstanding as of immediately prior to the Effective Time was exchanged for shares of the common stock, par value $0.0001 per share, of Gelesis Holdings (“Common Stock”); (ii) all vested and unvested options of Legacy Gelesis were assumed by Gelesis Holdings exercisable for shares of Common Stock; (iii) each outstanding warrant of Legacy Gelesis was assumed by Gelesis Holdings and became a warrant to purchase shares of Common Stock; (iv) each share of Class A common stock, par value $0.0001 per share, of CPSR (“CPSR Class A Common Stock”) and each share of Class B common stock, par value $0.0001 per share, of CPSR (“CPSR Class B Common Stock”), that was issued and outstanding immediately prior to the Effective Time became one share of Common Stock following the consummation of the Business Combination; (v) each outstanding redeemable public warrant of CPSR was automatically converted into a redeemable public warrant to purchase a share of Common Stock; and (vi) each outstanding Private Placement Warrant of CPSR was automatically converted into a Private Placement Warrant to purchase a share of Common Stock. Concurrently with the execution of the Business Combination Agreement, on July 19, 2021, CPSR entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and CPSR agreed to issue and sell to the PIPE Investors, 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 “PIPE Financing”). The PIPE Financing was consummated concurrently with the closing of the Business Combination. On December 13, 2021, the Company entered into a bridge financing arrangement (the “Bridge Financing”), executing convertible promissory note agreements with two existing investors in the aggregate amount of $27.0 million. These convertible promissory notes bore interest at 10.0% and were settled in cash for principal plus accrued interest on January 19, 2022. On December 30, 2021, CPSR entered into a Backstop Agreement (the “Backstop Agreement”) with PureTech Health LLC (“PureTech”) and SSD2, LLC (“SSD2” and together with PureTech, the “Backstop Purchasers”), pursuant to which the Backstop Purchasers agreed to purchase an aggregate of up to 1,500,000 shares of CPSR Class A Common Stock immediately prior to the Closing at a cash purchase price of $10.00 per share (the “Backstop Purchase Shares”), resulting in aggregate proceeds of up to $15.0 million, which amount, when added to the proceeds from the PIPE Financing, would ensure that the Minimum Cash Condition would be satisfied. Pursuant to the terms and conditions of the Backstop Agreement, the Backstop Purchasers were obligated to purchase Backstop Purchase Shares in such number that resulted in gross proceeds to CPSR equal to the amount by which $15.0 million exceeded the available funds remaining in CPSR’s Trust Account (as defined below) following all Capstar Stockholder Redemptions (the “Available Funds”), subject to the other terms and conditions of the Backstop Agreement. Based on the number of Capstar Stockholder Redemptions, the Backstop Purchasers became obligated to purchase an aggregate 744,217 Backstop Purchase Shares for an aggregate purchase price of $7,442,170, which is the amount by which $15.0 million exceeded the Available Funds. In addition, at the closing of the sale of the Backstop Purchase Shares, CPSR issued to the Backstop Purchasers 1,983,750 shares of CPSR Class A Common Stock. In addition to the above consideration, if the trading price of the Common Stock is greater than or equal to $12.50, $15.00 and $17.50, respectively, for any twenty (20) trading days within any thirty (30)-trading day period on or prior to the date that is five years following the Closing (the “Earnout Period”), the holders of Legacy Gelesis common stock outstanding as of immediately prior to the Effective Time, as well as holders of Legacy Gelesis options and warrants outstanding immediately prior to the Effective Time will be entitled to their pro rata portion of 23,483,250 restricted earn out shares of Common Stock, which will vest in equal thirds (the “Earnout Shares”), and will also vest in connection with any change of control transaction with respect to Gelesis Holdings if the applicable thresholds are met in such change of control transaction during the Earnout Period. 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. 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. 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 Legacy Gelesis (“Legacy 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 Legacy Gelesis became a warrant to purchase shares of Common Stock and (ii) each vested and unvested option of Legacy Gelesis outstanding as of immediately prior to the Effective Time was assumed by Gelesis Holdings, to be settled or exercisable for shares of Common Stock, based on an implied Legacy 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. Business Prior to the Business Combination Prior to the Business Combination, the Company had one wholly-owned subsidiary, CPSR Gelesis Merger Sub, Inc., which was incorporated in the State of Delaware on July 2, 2021 (“Merger Sub”). As of December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, the search for a target company for a Business Combination and activities in connection with the proposed business combination with Legacy Gelesis. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account. The registration statement for the Company’s Initial Public Offering was declared effective on July 1, 2020. On July 7, 2020, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,520,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Capstar Sponsor Group, LLC (the “Sponsor”), generating gross proceeds of $7,520,000, which is described in Note 4. Transaction costs amounted to $15,851,828, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $671,828 of other offering costs. Following the closing of the Initial Public Offering on July 7, 2020, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”). The proceeds are held in the Trust Account located in the United States and shall be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or results of its operations, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of December 31, 2021, the Company had $221,189 in its operating bank accounts and a working capital deficit of $21,364,028, which excludes $207,207 of interest income that is available to pay for franchise taxes. Until the consummation of the Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating target businesses, performing due diligence on prospective target businesses, traveling to and from the offices, plants or similar location of prospective target businesses or their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses and structuring, negotiating and completing a Business Combination, which was the Business Combination with Legacy Gelesis. The Company completed its Business Combination on January 13, 2022, which was the Business Combination with Legacy Gelesis, and has raised sufficient capital for its operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Marketable Securities Held in Trust Account At December 31, 2021 and 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. The Company incurred offering costs amounting to $15,851,828 as a result of the Initial Public Offering, consisting of $5,520,000 of underwriting commissions, $9,660,000 of deferred underwriting commissions, and $671,828 of other offering costs. The offering costs were charged to temporary equity and additional paid-in capital upon the completion of the Initial Public Offering. Immediately thereafter, temporary equity was remeasured and an adjustment was recognized through additional paid in capital and accumulated deficit to adjust temporary equity to the redemption value. Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 2) and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value in respect of each reporting period. This liability is subject to re-measurement at each balance sheet date until the Warrants are exercised, and any change in fair value is recognized in the consolidated statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ quoted market price was used as the fair value as of each relevant date. Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2021 and 2020, the ordinary shares reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,454,000) Class A common stock issuance costs (15,179,927) Plus: Remeasurement of carrying value to redemption value 26,667,374 Common stock subject to possible redemption, 12/31/20 276,033,447 Remeasurement of carrying value to redemption value (33,447) Common stock subject to possible redemption, 12/31/21 $ 276,000,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The effective tax rates differ from the statutory tax rate for the periods presented primarily due to the change in warrant valuation and the valuation allowance recorded on the Company’s net operating losses. ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from loss per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021 and 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from February 14, 2020 (Inception) Through Year Ended December 31, December 31, 2021 2020 Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (10,318,466) $ (2,579,616) $ (10,719,238) $ (4,575,622) Denominator: Basic and diluted weighted average stock outstanding 27,600,000 6,900,000 15,218,692 6,496,262 Basic and diluted net loss per common share $ (0.37) $ (0.37) $ (0.70) $ (0.70) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 3,600,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one -half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2021 | |
PRIVATE PLACEMENT. | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, on July 7, 2020, the Sponsor purchased an aggregate of 7,520,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,520,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 26, 2020, the Sponsor purchased 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate price of $25,000. On July 1, 2020, the Company effected a stock dividend of 1,150,000 shares, resulting in the Company’s initial stockholders holding an aggregate of 6,900,000 Founder Shares. The Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. All share and per-share amounts have been retroactively restated to reflect the stock dividend. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Administrative Support Agreement The Company entered into an agreement, commencing on July 1, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the year ended December 31, 2021, the Company incurred $120,000 in fees for these services. For the period from February 14, 2020 (inception) through December 31, 2020, the Company incurred and paid $60,000 in fees for these services. At December 31, 2021, the Company had $20,000 of such fees included in account payable and accrued expense in the consolidated balance sheets. Promissory Note — Related Party On February 14, 2020, the Sponsor agreed to loan the Company an aggregate of up to $250,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of July 31, 2020 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $140,000 was repaid at the closing of the Initial Public Offering on July 7, 2020. Borrowings under the Promissory Note are no longer available. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. On March 3, 2021, the Sponsor committed to provide the Company an aggregate of $1,500,000 in loans for working capital purposes on an as needed basis. Such loans will be evidenced by a promissory note when issued. As of December 31, 2021 and 2020, there were no amounts outstanding under the Working Capital Loans. Sponsor Loan On July 28, 2021, the Sponsor committed to provide the Company an aggregate of $4,000,000 in loans for working capital purposes. These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a Business Combination. If the Company does not consummate a Business Combination, all amounts loaned to the Company in connection with these loans will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account. As of December 31, 2021, there were no amounts outstanding under these loans. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on July 1, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. On the Closing Date, Gelesis Holdings, the Sponsor, certain former directors of CPSR (the “Director Holders”) and certain former stockholders of Legacy Gelesis (the “Legacy 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 Gelesis Holdings held by any of them during the lock-up period described in the Registration Rights Agreement and Gelesis Holdings agreed to register for resale, pursuant to Rule 415 of the Securities Act, certain shares of Common Stock and other equity securities of Gelesis Holdings that are held by the parties thereto from time to time. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee was paid by the Company at the closing of the Business Combination. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
WARRANTS. | |
WARRANTS | NOTE 8. WARRANTS As of December 31, 2021 and 2020, there were 13,800,000 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. As of December 31, 2021 and 2020, there were 7,520,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAX | |
INCOME TAX | NOTE 9 — INCOME TAX The Company’s net deferred tax assets are as follows: December 31, December 31, 2021 2020 Deferred tax assets (liabilities) Net operating loss carryforward $ 9,695 $ 36,961 Startup/Organizational expenses 488,923 472,542 Unrealized gain on marketable securities (4,382) (43,985) Total deferred tax assets 494,236 465,518 Valuation allowance (494,236) (465,518) Deferred tax assets, net of valuation allowance $ — $ — The income tax provision for the year ended December 31, 2021 and 2020 consists of the following: December 31, December 31, 2021 2020 Federal Current $ — $ — Deferred (28,719) (465,518) State and Local Current — — Deferred — — Change in valuation allowance 28,719 465,518 Income tax provision $ — $ — As of December 31, 2020 and December 31, 2021, the Company had $176,006 and $46,167 of federal net operating loss carryovers, respectively, which can be carried forward indefinitely, available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021, the change in the valuation allowance was $28,719 . For the period from July 7, 2020 through December 31, 2020, the change in the valuation allowance was $465,518 . A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 31, 2021 December 31, 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Business combination expense (33.19) % — Change in fair value of warrants 12.38 % 0.0 % Transaction costs incurred in connection with warrant liabilities — (0.0) % Valuation allowance (0.19) % (21.0) % Income tax provision 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2021 and 2020 remain open to examination by the taxing authorities. The Company considers Texas to be a significant state tax jurisdiction. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 December 31, 2020 Assets Cash and marketable securities held in Trust Account 1 $ 276,207,207 $ 276,209,453 Liabilities: Warrant Liability — Public Warrants 1 $ 8,964,000 $ 19,458,000 Warrant Liability — Private Placement Warrants 3 $ 13,805,441 $ 10,643,808 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations. The measurement of the Public Warrants as of December 31, 2021 and 2020 is classified as Level 1 due to the use of an observable market quote in an active market. Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The fair value of the Private Placement Warrants was estimated at December 31, 2021 and 2020 to be $1.84 per warrant and $1.42 per warrant, respectively, using the modified Black-Scholes option pricing model and the following assumptions: December 31, 2021 December 31, 2020 Risk free rate 1.26 % 0.47 % Expected term 5.04 5.76 Dividend yield 0.00 % 0.00 % Expected volatility 24.28 % 19.0 % Exercise price $ 11.50 $ 11.50 Unit Price $ 9.96 $ 10.15 The following table presents the changes in the fair value of Level 3 warrant liabilities: Warrant Private Placement Public Liabilities Fair value as of January 1, 2020 $ $ $ Initial measurement on July 7, 2020 (Initial Public Offering) 6,241,600 11,454,000 17,695,600 Transfer to Level 1 — (11,046,900) (11,046,900) Change in fair value 4,402,208 (407,100) 3,995,108 Fair value as of December 31, 2020 $ 10,643,808 $ — $ 10,643,808 Change in fair value 3,161,633 — 3,161,633 Fair value as of December 31, 2021 $ 13,805,441 — $ 13,805,441 Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $11.1 million during the period from July 7, 2020 through December 31, 2020. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the year ended December 31, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 13, 2022 the Company completed its Business Combination with Legacy Gelesis. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2021 and 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. The Company incurred offering costs amounting to $15,851,828 as a result of the Initial Public Offering, consisting of $5,520,000 of underwriting commissions, $9,660,000 of deferred underwriting commissions, and $671,828 of other offering costs. The offering costs were charged to temporary equity and additional paid-in capital upon the completion of the Initial Public Offering. Immediately thereafter, temporary equity was remeasured and an adjustment was recognized through additional paid in capital and accumulated deficit to adjust temporary equity to the redemption value. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. The Company incurred offering costs amounting to $15,851,828 as a result of the Initial Public Offering, consisting of $5,520,000 of underwriting commissions, $9,660,000 of deferred underwriting commissions, and $671,828 of other offering costs. The offering costs were charged to temporary equity and additional paid-in capital upon the completion of the Initial Public Offering. Immediately thereafter, temporary equity was remeasured and an adjustment was recognized through additional paid in capital and accumulated deficit to adjust temporary equity to the redemption value. |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 2) and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value in respect of each reporting period. This liability is subject to re-measurement at each balance sheet date until the Warrants are exercised, and any change in fair value is recognized in the consolidated statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ quoted market price was used as the fair value as of each relevant date. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2021 and 2020, the ordinary shares reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,454,000) Class A common stock issuance costs (15,179,927) Plus: Remeasurement of carrying value to redemption value 26,667,374 Common stock subject to possible redemption, 12/31/20 276,033,447 Remeasurement of carrying value to redemption value (33,447) Common stock subject to possible redemption, 12/31/21 $ 276,000,000 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The effective tax rates differ from the statutory tax rate for the periods presented primarily due to the change in warrant valuation and the valuation allowance recorded on the Company’s net operating losses. ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Loss Per Common Share | Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from loss per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021 and 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from February 14, 2020 (Inception) Through Year Ended December 31, December 31, 2021 2020 Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (10,318,466) $ (2,579,616) $ (10,719,238) $ (4,575,622) Denominator: Basic and diluted weighted average stock outstanding 27,600,000 6,900,000 15,218,692 6,496,262 Basic and diluted net loss per common share $ (0.37) $ (0.37) $ (0.70) $ (0.70) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of ordinary shares reflected in the condensed consolidated balance sheets | At December 31, 2021 and 2020, the ordinary shares reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,454,000) Class A common stock issuance costs (15,179,927) Plus: Remeasurement of carrying value to redemption value 26,667,374 Common stock subject to possible redemption, 12/31/20 276,033,447 Remeasurement of carrying value to redemption value (33,447) Common stock subject to possible redemption, 12/31/21 $ 276,000,000 |
Schedule of Earnings Per Share, Basic and Diluted | For the Period from February 14, 2020 (Inception) Through Year Ended December 31, December 31, 2021 2020 Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (10,318,466) $ (2,579,616) $ (10,719,238) $ (4,575,622) Denominator: Basic and diluted weighted average stock outstanding 27,600,000 6,900,000 15,218,692 6,496,262 Basic and diluted net loss per common share $ (0.37) $ (0.37) $ (0.70) $ (0.70) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAX | |
Schedule of Company's net deferred tax assets | December 31, December 31, 2021 2020 Deferred tax assets (liabilities) Net operating loss carryforward $ 9,695 $ 36,961 Startup/Organizational expenses 488,923 472,542 Unrealized gain on marketable securities (4,382) (43,985) Total deferred tax assets 494,236 465,518 Valuation allowance (494,236) (465,518) Deferred tax assets, net of valuation allowance $ — $ — |
Schedule of income tax provision | December 31, December 31, 2021 2020 Federal Current $ — $ — Deferred (28,719) (465,518) State and Local Current — — Deferred — — Change in valuation allowance 28,719 465,518 Income tax provision $ — $ — |
Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate | December 31, 2021 December 31, 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Business combination expense (33.19) % — Change in fair value of warrants 12.38 % 0.0 % Transaction costs incurred in connection with warrant liabilities — (0.0) % Valuation allowance (0.19) % (21.0) % Income tax provision 0.0 % 0.0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of company's assets that are measured at fair value on a recurring basis | Description Level December 31, 2021 December 31, 2020 Assets Cash and marketable securities held in Trust Account 1 $ 276,207,207 $ 276,209,453 Liabilities: Warrant Liability — Public Warrants 1 $ 8,964,000 $ 19,458,000 Warrant Liability — Private Placement Warrants 3 $ 13,805,441 $ 10,643,808 |
Schedule of quantitative information regarding Level 3 fair value measurements | December 31, 2021 December 31, 2020 Risk free rate 1.26 % 0.47 % Expected term 5.04 5.76 Dividend yield 0.00 % 0.00 % Expected volatility 24.28 % 19.0 % Exercise price $ 11.50 $ 11.50 Unit Price $ 9.96 $ 10.15 |
Schedule of change in the fair value of the warrant liabilities | Warrant Private Placement Public Liabilities Fair value as of January 1, 2020 $ $ $ Initial measurement on July 7, 2020 (Initial Public Offering) 6,241,600 11,454,000 17,695,600 Transfer to Level 1 — (11,046,900) (11,046,900) Change in fair value 4,402,208 (407,100) 3,995,108 Fair value as of December 31, 2020 $ 10,643,808 $ — $ 10,643,808 Change in fair value 3,161,633 — 3,161,633 Fair value as of December 31, 2021 $ 13,805,441 — $ 13,805,441 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Business Combination (Details) | Jan. 13, 2022USD ($)$ / sharesshares | Jan. 11, 2022USD ($)$ / sharesshares | Dec. 30, 2021USD ($)$ / sharesshares | Jul. 19, 2021USD ($)$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 13, 2021USD ($)item | Dec. 31, 2020$ / sharesshares | Feb. 26, 2020$ / shares |
Backstop Purchasers | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Aggregate proceeds agreed | $ | $ 15,000,000 | |||||||
Backstop Purchasers | Exceeded Available Funds [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares agreed to purchase | 744,217 | |||||||
Aggregate proceeds agreed | $ | $ 7,442,170 | |||||||
Proceeds from sale of shares available funds | $ | $ 15,000,000 | |||||||
Convertible promissory note | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of existing investors | item | 2 | |||||||
Aggregate amount of note | $ | $ 27,000,000 | |||||||
Interest rate (as a percent) | 10.00% | |||||||
Class A common stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common shares, shares outstanding (in shares) | 0 | 0 | ||||||
Class B common stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | ||||||
Gelesis | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Implied equity value | $ | $ 675,000,000 | $ 675,000,000 | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Conversion ratio of CPSR Class A or CPSR Class B to CPSR Share | 1 | |||||||
Shares issued (in shares) | 54,814,847 | |||||||
Trading price for future vesting threshold of the first third | $ / shares | $ 12.50 | |||||||
Trading price for future vesting threshold of the second third | $ / shares | 15 | |||||||
Trading price for future vesting threshold of the third portion | $ / shares | $ 17.50 | |||||||
Number of trading days within specified period that share price must exceed | 20 days | |||||||
Consecutive trading days used to evaluate share price | 30 days | |||||||
Threshold period before share price condition commences | 5 years | |||||||
Number of restricted earn out shares entitled | 23,482,845 | 23,483,250 | ||||||
Common shares, shares outstanding (in shares) | 72,214,287 | |||||||
Common Stock subject to outstanding equity awards (shares) | 13,486,708 | |||||||
Gelesis | Backstop Purchasers | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Shares issued (in shares) | 2,727,967 | |||||||
Gelesis | PIPE Investors | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Shares issued (in shares) | 9,000,000 | |||||||
Gelesis | Class A common stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Conversion ratio of CPSR Class A or CPSR Class B to CPSR Share | 755,223 | |||||||
Shares issued (in shares) | 26,844,777 | 9,000,000 | ||||||
Share price | $ / shares | $ 10 | $ 10 | ||||||
Shares issued value | $ | $ 268,646,943 | $ 90,000,000 | ||||||
Gelesis | Class A common stock | Backstop Purchasers | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Shares issued (in shares) | 1,983,750 | |||||||
Share price | $ / shares | $ 10 | |||||||
Number of shares agreed to purchase | 1,500,000 | |||||||
Gelesis | Class B common stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Conversion ratio of CPSR Class A or CPSR Class B to CPSR Share | 4,916,250 |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Business Prior to the Business Combination (Details) - USD ($) | Jul. 07, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 7,520,000 | ||
Price of single warrant | $ 1 | ||
Proceeds from sale of Private Placement Warrants | $ 7,520,000 | $ 7,520,000 | |
Transaction Costs | $ 15,851,828 | ||
Underwriting fees | 5,520,000 | ||
Deferred underwriting fees | 9,660,000 | 9,660,000 | |
Other offering costs | 671,828 | ||
Investment maximum maturity term | 185 days | ||
Cash | 491,827 | 221,189 | |
Operating bank accounts | $ 276,209,453 | 276,207,207 | |
Working capital deficit | 21,364,028 | ||
Franchise tax payable | $ 207,207 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | 27,600,000 | 27,600,000 | |
Unit price | $ 10 | ||
Proceeds from issuance of units | $ 276,000,000 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 7,520,000 | ||
Price of single warrant | $ 1 | ||
Proceeds from sale of Private Placement Warrants | $ 7,520,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | 3,600,000 | 3,600,000 | |
Unit price | $ 10 | ||
Deferred underwriting fees | $ 9,660,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Cash equivalents | $ 0 | $ 0 |
Unrecognized tax benefits | 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | |
Anti-dilutive securities attributable to warrants (in shares) | 21,320,000 | |
Cash, FDIC Insured Amount | $ 250,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Offering Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Transaction Costs | $ 15,851,828 | |
Underwriting fees | 5,520,000 | |
Deferred underwriting fees | 9,660,000 | $ 9,660,000 |
Other offering costs | $ 671,828 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - ordinary shares reflected in the condensed consolidated balance sheets (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Gross proceeds | $ 276,000,000 | |
Proceeds allocated to Public Warrants | (11,454,000) | |
Class A common stock issuance costs | (15,179,927) | |
Plus: Remeasurement of carrying value to redemption value | 26,667,374 | $ (33,447) |
Common stock subject to possible redemption | $ 276,033,447 | $ 276,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - calculation of basic and diluted net income (loss) per common share ( (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Class A common stock | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ (10,719,238) | $ (10,318,466) |
Denominator : | ||
Weighted Average Number of Shares Outstanding, Basic | 15,218,692 | 27,600,000 |
Weighted Average Number of Shares Outstanding, Diluted | 15,218,692 | 27,600,000 |
Earnings Per Share, Basic | $ (0.70) | $ (0.37) |
Earnings Per Share, Diluted | $ (0.70) | $ (0.37) |
Class B common stock | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ (4,575,622) | $ (2,579,616) |
Denominator : | ||
Weighted Average Number of Shares Outstanding, Basic | 6,496,262 | 6,900,000 |
Weighted Average Number of Shares Outstanding, Diluted | 6,496,262 | 6,900,000 |
Earnings Per Share, Basic | $ (0.70) | $ (0.37) |
Earnings Per Share, Diluted | $ (0.70) | $ (0.37) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Jul. 07, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | 27,600,000 | 27,600,000 | |
Price per share | $ 10 | ||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | 3,600,000 | 3,600,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Jul. 07, 2020 | Dec. 31, 2020 |
PRIVATE PLACEMENT. | ||
Number of warrants to purchase shares issued | 7,520,000 | |
Price of warrants | $ 1 | |
Aggregate purchase price | $ 7,520,000 | $ 7,520,000 |
Number of shares per warrant | 1 | |
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Jul. 01, 2020D$ / sharesshares | Feb. 26, 2020USD ($)shares | Dec. 31, 2020USD ($) |
Related Party Transaction [Line Items] | |||
Aggregate purchase price | $ | $ 25,000 | ||
Founder Shares | Sponsor | Class B common stock | |||
Related Party Transaction [Line Items] | |||
Number of shares issued | 5,750,000 | ||
Aggregate purchase price | $ | $ 25,000 | ||
Share dividend | 1,150,000 | ||
Aggregate number of shares owned | 6,900,000 | ||
Shares subject to forfeiture | 900,000 | ||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | ||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Jul. 07, 2020 | Jul. 01, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Jul. 28, 2021 | Mar. 03, 2021 | Feb. 14, 2020 |
Related Party Transaction [Line Items] | |||||||
Repayment of promissory note - related party | $ 150,000 | ||||||
Expenses per month payable | 1,630,832 | $ 21,805,927 | |||||
Administrative Support Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses per month | $ 10,000 | ||||||
Expenses incurred and paid | $ 60,000 | ||||||
Expenses incurred | 120,000 | ||||||
Account payable and accrued expense related to related party | 20,000 | ||||||
Promissory Note with Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity of related party promissory note | $ 250,000 | ||||||
Repayment of promissory note - related party | $ 140,000 | ||||||
Related Party Loans | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum Loans Convertible Into Warrants | $ 1,500,000 | ||||||
Price of warrants (in dollars per share) | $ 1 | ||||||
Loans From Sponsor Working Capital Purpose | $ 1,500,000 | ||||||
Sponsor Loan | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate amount of loan | $ 4,000,000 | ||||||
Amount outstanding | $ 0 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Dec. 31, 2021USD ($)item$ / shares | Dec. 31, 2020USD ($) |
COMMITMENTS | ||
Maximum Number Of Demands For Registration Of Securities | item | 3 | |
Deferred Fee Per Unit | $ / shares | $ 0.35 | |
Deferred underwriting fee payable | $ | $ 9,660,000 | $ 9,660,000 |
STOCKHOLDERS' DEFICIT - Preferr
STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' DEFICIT | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' DEFICIT - Common
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details) | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Feb. 26, 2020Vote$ / sharesshares |
Class A common stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | ||
Common shares, shares issued (in shares) | 0 | 0 | |
Common shares, shares outstanding (in shares) | 0 | 0 | |
Class A common stock subject to possible redemption, issued (in shares) | 27,600,000 | 27,600,000 | |
Class A common stock subject to possible redemption, outstanding (in shares) | 27,600,000 | 27,600,000 | |
Class B common stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | ||
Common shares, shares issued (in shares) | 6,900,000 | 6,900,000 | |
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | |
Threshold conversion ratio of stock | 20.00% |
WARRANTS (Details)
WARRANTS (Details) | 12 Months Ended | |
Dec. 31, 2021Ditem$ / sharesshares | Dec. 31, 2020shares | |
Warrants | ||
Class of Warrant or Right [Line Items] | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | 30 days |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | 12 months |
Public Warrants expiration term | 5 years | 5 years |
Threshold period for filling registration statement after business combination | 15 days | |
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination | $ / shares | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Threshold trading days for calculating Market Value | item | 20 | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | |
Adjustment two of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days |
Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | item | 30 | |
Threshold trading days for redemption of public warrants | D | 20 | |
Threshold number of business days before sending notice of redemption to warrant holders | item | 3 | |
Redemption period | 30 days | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | shares | 7,520,000 | 7,520,000 |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | shares | 13,800,000 | 13,800,000 |
INCOME TAX - Net deferred tax a
INCOME TAX - Net deferred tax assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets (liabilities) | ||
Net operating loss carryforward | $ 9,695 | $ 36,961 |
Startup/Organizational expenses | 488,923 | 472,542 |
Unrealized gain on marketable securities | (4,382) | (43,985) |
Total deferred tax assets | 494,236 | 465,518 |
Valuation Allowance | (494,236) | (465,518) |
Deferred tax assets, net of valuation allowance | $ 0 | $ 0 |
INCOME TAX - Income tax provisi
INCOME TAX - Income tax provision (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Federal | ||
Deferred | $ (465,518) | $ (28,719) |
Change in valuation allowance | 465,518 | 28,719 |
Income tax provision | $ 0 | $ 0 |
INCOME TAX - Additional Informa
INCOME TAX - Additional Information (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
INCOME TAX | ||
U.S. federal net operating loss carryovers | $ 46,167 | $ 176,006 |
Change in valuation allowance | $ 465,518 | $ 28,719 |
INCOME TAX - Reconciliation of
INCOME TAX - Reconciliation of federal income tax rate (Details) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
INCOME TAX | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Business combination expense | (33.19%) | |
Change in fair value of warrants | 0.00% | 12.38% |
Transaction costs incurred in connection with warrant liabilities | 0.00% | |
Valuation allowance | (21.00%) | (0.19%) |
Income tax provision | 0.00% | 0.00% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities: | ||
Warrant Liability | $ 22,499,441 | $ 30,101,808 |
Level 1 | Recurring | ||
Assets: | ||
Cash and marketable securities held in Trust Account | 276,207,207 | 276,209,453 |
Level 1 | Recurring | Public Warrants | ||
Liabilities: | ||
Warrant Liability | 8,964,000 | 19,458,000 |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warrant Liability | $ 13,805,441 | $ 10,643,808 |
FAIR VALUE MEASUREMENTS - Initi
FAIR VALUE MEASUREMENTS - Initial Measurement and Subsequent Measurement (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)$ / sharesY | Dec. 31, 2020$ / sharesY | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value per warrant | $ 1.84 | $ 1.42 |
Fair value assets transferred into (out of) level 3 | $ | $ 0 | |
Black Scholes Merton model | Risk free rate | Level 3 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 1.26 | 0.47 |
Black Scholes Merton model | Expected term | Level 3 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | Y | 5.04 | 5.76 |
Black Scholes Merton model | Dividend yield | Level 3 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0 | 0 |
Black Scholes Merton model | Expected volatility | Level 3 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 24.28 | 19 |
Black Scholes Merton model | Exercise price | Level 3 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 11.50 | 11.50 |
Black Scholes Merton model | Unit Price | Level 3 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 9.96 | 10.15 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in the fair value of warrant liabilities (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value as of beginning | $ 10,643,808 | |
Initial measurement on July 7, 2020 (Initial Public Offering) | $ 6,241,600 | |
Change in fair value | 4,402,208 | 3,161,633 |
Fair value as of ending | 10,643,808 | 13,805,441 |
Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Initial measurement on July 7, 2020 (Initial Public Offering) | 11,454,000 | |
Transfers to Level 1 | (11,046,900) | |
Change in fair value | (407,100) | |
Public Warrants | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transfers to Level 1 | 11,100,000 | |
Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value as of beginning | 10,643,808 | |
Initial measurement on July 7, 2020 (Initial Public Offering) | 17,695,600 | |
Transfers to Level 1 | (11,046,900) | |
Change in fair value | 3,995,108 | 3,161,633 |
Fair value as of ending | $ 10,643,808 | $ 13,805,441 |