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United States securities and exchange commission logo
May 6, 2022
Yishai Zohar
Chief Executive Officer
Gelesis Holdings, Inc.
501 Boylston Street, Suite 6102
Boston, MA 02116
Re:Gelesis Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 22, 2022
File No. 333-262672
Dear Mr. Zohar:
            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 [Month day, year] letter.
Registration Statement on Form S-1
Cover Page
1.For each of the shares being registered for resale, disclose the price that the selling
securityholders paid for such shares and warrants overlying such securities.
2.Disclose the exercise prices of the warrants compared to the market price of the
underlying security. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price. As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your

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 May 6, 2022 Page 2
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May 6, 2022
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current cash on hand.
3.We note the significant number of redemptions of your Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float. We also note that many of
the shares being registered for resale were purchased by the selling securityholders for
prices considerably below the current market price of the common stock. Highlight the
significant negative impact sales of shares on this registration statement could have on the
public trading price of the common stock.
Risk Factors
Risks Related to Ownership of Our Common Stock, page 45
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
common stock. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also disclose that even though the current trading price is
below the SPAC IPO price, the private investors have an incentive to sell because they
will still profit on sales because of the lower price that they purchased their shares than the
public investors.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
94
5.We note that the projected revenues for 2021 were $26 million, as set forth in the
unaudited prospective financial information management prepared in connection with the
evaluation of the Business Combination. We also note that your actual revenues for Fiscal
Year Ended December 31, 2021 was approximately $11.2 million. It appears that you
missed your 2021 revenue projection. Please update your disclosure in Liquidity and
Capital Resources, and elsewhere, to provide updated information about the company’s
financial position and further risks to the business operations and liquidity in light of these
circumstances.
6.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the
disparity between the exercise price of the warrants and the current trading price of the
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
7.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.

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Gelesis Holdings, Inc.
May 6, 2022
Page 3
General
8.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares and warrants being registered for resale. Highlight any differences in the current
trading price, the prices that the PIPE investors, the Backstop Purchasers and other selling
securityholders acquired their shares and warrants, and the price that the public
securityholders acquired their shares and warrants. Disclose that while the PIPE investors,
the Backstop Purchasers and other selling securityholders may experience a positive rate
of return based on the current trading price, the public securityholders may not experience
a similar rate of return on the securities they purchased due to differences in the purchase
prices and the current trading price. Please also disclose the potential profit the selling
securityholders will earn based on the current trading price. Lastly, please include
appropriate risk factor disclosure.
9.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. Non-exclusive examples of areas
where disclosure should be updated are as follows:

•On page 33 you state that you "plan to expand the scope of our operations including
the development of a commercial-scale manufacturing line and hiring manufacturing
staff." Please update if you have done so.
•On page 34 you state: "We expect to derive a significant portion of our revenue from
renewal of existing qualified distributor contracts and sales of Plenity to existing
distributors."
•On page 45, you state: "An active trading market for our Common Stock may not
develop or continue or, if developed, may not be sustained, which would make it
difficult for you to sell your shares of our Common Stock at an attractive price (or at
all). The market price of our Common Stock may decline below your purchase price,
and you may not be able to sell your shares of our Common Stock at or above the
price you paid for such shares (or at all)."
             You may contact Gary Guttenberg at (202) 551-6477 or Christopher Edwards at (202)
551-6761with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jim Barrett