Attached files
| file | filename |
|---|---|
| EX-2.1 - EXHIBIT 2.1 - CAPSTAR SPECIAL PURPOSE ACQUISITION CORP. | tm2122506d2_ex2-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 8-K/A
(Amendment No. 1)
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 20, 2021 (July 19, 2021)
Capstar Special Purpose Acquisition Corp.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-39362 | 84-4730610 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
405 West 14th Street, Austin, TX 78701
(Address of Principal Executive Offices) (Zip Code)
(512) 340-7800
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) |
Name of each exchange on which registered |
| Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | CPSR.U | The New York Stock Exchange |
| Class A Common Stock, par value $0.0001 per share | CPSR | The New York Stock Exchange |
| Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | CPSR WS | The New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Explanatory Note
This Amendment supplements Item 9.01 (solely to add additional exhibits) of the Current Report on Form 8-K of Capstar Special Purpose Acquisition Corp., a Delaware corporation (“CPSR”), filed with the Securities and Exchange Commission (the “SEC”) on July 19, 2021 (the “Original Current Report”), in which CPSR reported, among other events, the execution of the Business Combination Agreement (as defined in the Original Current Report). Item 1.01, Item 3.02 and Item 7.01 of the Original Current Report remain unchanged. Interested parties should refer to the Original Current Report for Item 1.01, Item 3.02 and Item 7.01 and the prior exhibits filed pursuant to Item 9.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number |
Description |
| 2.1* | Business Combination Agreement, dated as of July 19, 2021, by and between Capstar Special Purpose Acquisition Corp., CPSR Gelesis Merger Sub, Inc. and Gelesis, Inc. |
*Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. CPSR agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CAPSTAR SPECIAL PURPOSE ACQUISITION CORP. | |
| Date: July 20, 2021 | /s/ R. Steven Hicks |
| Name: R. Steven Hicks | |
| Title: Chairman, Chief Executive Officer and Chief Financial Officer |