United States securities and exchange commission logo
December 3, 2021
R. Steven Hicks
Chief Executive Officer
Capstar Special Purpose Acquisition Corp.
405 West 14th Street
Austin, TX 78701
Re: Capstar Special
Purpose Acquisition Corp.
Amendment No. 4 to
Registration Statement on Form S-4
Filed November 24,
2021
File No. 333-258693
Dear Mr. Hicks:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
October 19, 2021 letter.
Form S-4 Amendment No. 4 filed November 24, 2021
Coverpage
1. Please revise to
clarify that the parties amended the Business Combination Agreement in
November 2021 to revise
the implied valuation of Gelesis downward from $900 million to
$675 million and
briefly explain the reason(s) for this change. Also add a separate
Question and Answer to
address this development.
Background to the Business Combination, page 97
2. With respect to the
October 7, 2021 entry, please revise to explain the status of the
marketing. For
instance, clarify whether existing CPSR investors and/or the prospective
PIPE investors
indicated an intention to redeem or not invest absent a significant reduction
R. Steven Hicks
Capstar Special Purpose Acquisition Corp.
December 3, 2021
Page 2
to the Gelesis valuation and the consideration paid to its
shareholders.
3. Please revise the October 18 entry to clarify the statement concerning
CPSR's desire for a
potential reduction in the equity value of New Gelesis to reflect
current market
conditions. For instance, it should be clear, if true, that CPSR
management sought a
reduced valuation to Gelesis solely because of recent changes in the
SPAC marketplace
and/or to the cost of capital, and not based on reduced market
valuations attributable to
Health and Wellness Consumer, Health and Wellness Direct-to-Consumer,
Disruptive
Healthcare and/or Consumer Subscription companies.
The Board's Reasons for the Business Combination, page 106
4. With respect to the first paragraph under the heading, please revise
to clarify when the
Board reached its resolution or resolutions concerning the fairness of
the Business
Combination and its recommendation to shareholders. We also note that
the Background
section disclosure indicates that on November 5 the Board made a
determination
concerning the advisability of the transactions. Please tell us why
the Board used this
standard rather than a fairness standard.
5. Please revise the disclosure in this section to clarify when the
comparable companies
analysis was conducted and explain why this analysis was not updated
in connection with
the November 2021 changes to the merger transaction.
6. Given the significant reduction to the valuation of Gelesis, please
revise to disclose, if
true, that the reduced November 2021 valuation was not based on
changes to Gelesis
business, its prospects or financial condition.
Certain Unaudited Prospective Financial Information of Gelesis, page 110
7. Please revise the first sentence under the heading to disclose when
Gelesis provided the
projections to CPSR. Revise the second sentence to clarify when the
forecasts were
prepared. Also revise to clarify whether the parties reassessed the
validity of these
forecasts in connection with the November 2021 changes to the
valuation of Gelesis and
the merger consideration.
Information About Gelesis, page 165
8. We note your revised disclosure in response to prior comment 6. Please
revise the
disclosure on page 179 to clarify whether the results have been
analyzed. In this regard,
the disclosure appears to indicate that the results from the six-month
study have been
FirstName LastNameR. Steven Hicks
analyzed but are not presented. As applicable, please disclose the
results. Also revise to
Comapany NameCapstar
disclose Special
the endpoints Purpose
for the study,Acquisition Corp.
or advise. In this regard, it is
unclear why you refer
to "outcomes"
December and2 not endpoints.
3, 2021 Page
FirstName LastName
R. Steven Hicks
FirstName LastNameR.
PurposeSteven HicksCorp.
Capstar Special Acquisition
Comapany3,
December NameCapstar
2021 Special Purpose Acquisition Corp.
December
Page 3 3, 2021 Page 3
FirstName LastName
Form S-4 Amendment No. 4 filed November 24, 2021
Notes to Financial Statements of Capstar Special Purpose Acquisition Corp.
Note 3. Summary of Significant Accounting Policies
Net (Loss) per Common Share (Restated see Note 2--Amendment 1), page F-15
9. Your tabular disclosure on page F-15, supporting the calculation of
basic and diluted net
income (loss) per share for Class A common shares subject to possible
redemption and
shares not subject to redemption, appears to be inconsistent with
corresponding share and
per share amounts in your restated Statement of Operations. Please
revise to update your
disclosures here accordingly.
Notes to Condensed Consolidated Financial Statements of Capstar Special Purpose
Acquisition
Corp.
Note 3. Summary of Significant Accounting Policies
Net Income (Loss) per Common Share, page F-36
10. Please provide us an analysis supporting your calculation of weighted
average
shares outstanding for the nine months ended September 30, 2021 and
three months ended
September 30, 2020. Revise to update your disclosures for the
restatement accordingly.
You may contact Franklin Wyman at 202-551-3660 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jordan Nimitz at 202-551-6001 or Joe McCann at 202-551-6262 with any
other
questions
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Christopher S. Auguste, Esq.