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    CPSR   US14070Y1010

CAPR SPEC

(CPSR)
Delayed Nyse  -  04:00 2022-10-03 pm EDT
1.130 USD   +4.63%
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CAPSTAR SPECIAL PURPOSE ACQUISITION CORP. : Submission of Matters to a Vote of Security Holders (form 8-K)

01/12/2022 | 04:11pm EDT

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

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



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




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

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




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

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

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

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




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






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

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




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




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




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




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

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




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




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




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




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




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




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




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




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




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






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




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




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




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




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




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




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




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




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




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

© Edgar Online, source Glimpses

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Financials ()
Sales 2021 - - -
Net income 2021 -12,9 M - -
Net cash 2021 0,22 M - -
P/E ratio 2021 -26,6x
Yield 2021 -
Capitalization 176 M 176 M -
EV / Sales 2020 -
EV / Sales 2021 -
Nbr of Employees 103
Free-Float -
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